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What changed in ENTRAVISION COMMUNICATIONS CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ENTRAVISION COMMUNICATIONS CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−305 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-06)

Top changes in ENTRAVISION COMMUNICATIONS CORP's 2025 10-K

328 paragraphs added · 305 removed · 186 edited across 3 sections

Item 1. Business

Business — how the company describes what it does

37 edited+82 added−62 removed15 unchanged
Biggest changePetersburg (Sarasota), FL 11 WFTT-TV Other Harlingen-Weslaco-Brownsville-McAllen, TX 12 KNVO-TV KTFV-CD (1) KMBH-LD (1) KXFX-CD (1) KFXV-TV KCWT-CD (1) Univision UniMás Fox Fox Fox CW KFRQ-FM KKPS-FM KNVO-FM KVLY-FM Other Fuego La Suavecita Other Sacramento-Stockton-Modesto, CA 13 KRCX-FM KHHM-FM KNTY-FM KXSE-FM KMIX-FM KTSE-FM KCVR-FM La Tricolor Fuego Other La Suavecita La Tricolor La Suavecita Fuego Washington, D.C. 16 WMDO-CD (1)(4) WJAL-TV (4) LATV Other Denver-Boulder, CO 17 KCEC-TV (2) KTFD-TV Univision UniMás KJMN-FM KXPK-FM KMXA-AM KPVW-FM La Suavecita La Tricolor TUDN La Tricolor San Diego, CA 18 KBNT-CD (1) KHAX-LD (1) KDTF-LD (1) Univision Univision UniMás El Paso, TX 19 KINT-TV KTFN-TV Univision UniMás KOFX-FM KINT-FM KYSE-FM KSVE-AM KHRO-AM Other La Suavecita Fuego TUDN La Suavecita Albuquerque-Santa Fe, NM 20 KLUZ-TV (2) KTFQ-TV Univision UniMás KRZY-FM KRZY-AM La Suavecita TUDN Boston, MA 23 WUNI-TV (2) WUTF-TV Univision UniMás Las Vegas, NV 24 KINC-TV KNTL-LD (1) KELV-LD (1) Univision Univision UniMás KRRN-FM KQRT-FM Fuego La Tricolor Hartford-New Haven,CT, 29 WUVN-TV (4) WUTH-CD (1)(4) Univision UniMás 7 Ranked by Latino Households Rank Television Station Television Programming Radio Station Radio Programming Corpus Christi, TX 34 KORO-TV KCRP-CD (1) Univision UniMás Monterey-Salinas-Santa Cruz, CA 36 KSMS-TV (4) KDJT-CD (1)(4) Univision UniMás KLOK-FM KSES-FM KMBX-AM La Tricolor La Suavecita La Suavecita Odessa-Midland, TX 39 KUPB-TV Univision Yuma, Arizona-El Centro, CA 44 KVYE-TV KAJB-TV (2) Univision UniMás KSEH-FM KMXX-FM La Suavecita La Tricolor Laredo, TX 48 KLDO-TV KETF-CD (1) KXOF-CD (1) Univision UniMás Fox Colorado Springs-Pueblo, CO 50 KVSN-DT KGHB-CD (1) Univision UniMás Santa Barbara-Santa Maria- San Luis Obispo, CA 53 KPMR-TV K17GD-D (1) Univision Univision K32LT-D (1) Univision KTSB-CD (1) UniMás K10OG-D (1) UniMás Palm Springs, CA 54 KVER-CD (1) Univision KLOB-FM La Suavecita KVES-LD (1) Univision KPST-FM Fuego KEVC-CD (1) UniMás KMIR-TV NBC KPSE-LD (1) Other Lubbock, TX 56 KBZO-LD (1) Univision KAIQ-FM KBZO-AM La Tricolor TUDN Wichita-Hutchinson, KS 62 KDCU-DT Univision Reno, NV 63 KREN-TV KRNS-CD (1) Univision UniMás KRNV-FM La Tricolor Springfield-Holyoke, MA 66 WHTX-LD (1) Univision San Angelo, TX 110 KEUS-LD (1) KANG-LD (1) Univision UniMás Tecate, Baja California, Mexico (San Diego) (—) XHDTV-TV (3) Other Tijuana, Baja California, Mexico (San Diego) (—) XHAS-TV (3) Other Matamoros, Tamaulipas, Mexico (Harlingen- Weslaco-Brownsville- McAllen) (—) XHRIO-TV (3) Not currently broadcasting (1) “CD” in call signs indicates that a station is operated as a Class A digital television service.
Biggest changePetersburg (Sarasota), FL 11 WFTT-TV Other Sacramento-Stockton-Modesto, CA 12 KRCX-FM KHHM-FM KNTY-FM KXSE-FM KMIX-FM KTSE-FM KCVR-FM La Tricolor Fuego Other La Suavecita La Tricolor La Suavecita Fuego Harlingen-Weslaco-Brownsville-McAllen, TX 13 KNVO-TV KTFV-CD (1) KMBH-LD (1) KXFX-CD (1) KFXV-TV KCWT-CD (1) Univision UniMás Fox Fox Fox CW KFRQ-FM KKPS-FM KNVO-FM KVLY-FM Other Fuego La Suavecita Other Washington, D.C. 15 WMDO-CD (1)(3) WJAL-TV (3) LATV Altavision Denver-Boulder, CO 17 KCEC-TV (2) KTFD-TV Univision UniMás KJMN-FM KXPK-FM KMXA-AM KPVW-FM La Suavecita La Tricolor TUDN La Tricolor San Diego, CA 18 KBNT-CD (1) KHAX-LD (1) KDTF-LD (1) Univision Univision UniMás El Paso, TX 19 KINT-TV KTFN-TV Univision UniMás KOFX-FM KINT-FM KYSE-FM KSVE-AM KHRO-AM Other La Suavecita Fuego TUDN La Suavecita Albuquerque-Santa Fe, NM 20 KLUZ-TV (2) KTFQ-TV Univision UniMás KRZY-FM KRZY-AM La Suavecita TUDN Boston, MA 23 WUNI-TV (2) WUTF-TV Univision UniMás Las Vegas, NV 24 KINC-TV KNTL-LD (1) KELV-LD (1) Univision Univision UniMás KRRN-FM KQRT-FM Fuego La Tricolor Hartford-New Haven, CT 29 WUVN-TV (3) WUTH-CD (1)(3) Univision UniMás 9 Ranked by Latino Households Rank Television Station Television Programming Radio Station Radio Programming Corpus Christi, TX 35 KORO-TV KCRP-CD (1) Univision UniMás Monterey-Salinas-Santa Cruz, CA 36 KSMS-TV (3) KDJT-CD (1)(3) Univision UniMás KLOK-FM KSES-FM KMBX-AM La Tricolor La Suavecita La Suavecita Odessa-Midland, TX 39 KUPB-TV Univision Yuma, Arizona-El Centro, CA 42 KVYE-TV KAJB-TV (2) Univision UniMás KSEH-FM KMXX-FM La Suavecita La Tricolor Laredo, TX 48 KLDO-TV KETF-CD (1) KXOF-CD (1) Univision UniMás Fox Colorado Springs-Pueblo, CO 50 KVSN-DT KGHB-CD (1) Univision UniMás Santa Barbara-Santa Maria- San Luis Obispo, CA 52 KPMR-TV K17GD-D (1) Univision Univision K32LT-D (1) Univision KTSB-CD (1) UniMás K10OG-D (1) UniMás Palm Springs, CA 54 KVER-CD (1) Univision KLOB-FM La Suavecita KVES-LD (1) Univision KPST-FM Fuego KEVC-CD (1) UniMás KMIR-TV NBC KPSE-LD (1) Other Lubbock, TX 56 KBZO-LD (1) Univision KAIQ-FM KBZO-AM La Tricolor TUDN Wichita-Hutchinson, KS 61 KDCU-DT Univision Reno, NV 63 KREN-TV KRNS-CD (1) Univision UniMás KRNV-FM La Tricolor Springfield-Holyoke, MA 67 WHTX-LD (1) Univision San Angelo, TX 106 KEUS-LD (1) KANG-LD (1) Univision UniMás (1) “CD” in call signs indicates that a station is operated as a Class A digital television service.
Television and radio stations operate pursuant to licenses that are granted by the FCC for a term of eight years, subject to renewal upon application to the FCC. We carefully monitor our stations’ compliance with the various regulatory requirements that are necessary for the FCC renewal process. License renewal applications for certain of our stations remain pending.
FCC Licenses. Television and radio stations operate pursuant to licenses that are granted by the FCC for a term of eight years, subject to renewal upon application to the FCC. We carefully monitor our stations’ compliance with the various regulatory requirements that are necessary for the FCC renewal process. License renewal applications for certain of our stations remain pending.
The FTC may bring enforcement actions under its enforcement authority under Section 5 of the Federal Trade Commission Act of 1914, as amended, to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies, data security, consumer tracking and data aggregation.
The FTC may bring enforcement actions under its enforcement authority under Section 5 of the Federal Trade Commission Act of 1914, as amended, to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies, data security, consumer tracking and data aggregation practices.
In determining whether to approve an assignment of a television or radio broadcast license or a transfer of control of a broadcast licensee, the FCC considers a number of factors pertaining to the assignee or transferee including compliance with various rules limiting common ownership of media properties, the “character” of the licensee and those persons holding “attributable” interests therein, and the Communications Act’s limitations on foreign ownership and compliance with the FCC rules and regulations.
In determining whether to approve an assignment of a television or radio 13 broadcast license or a transfer of control of a broadcast licensee, the FCC considers a number of factors pertaining to the assignee or transferee including compliance with various rules limiting common ownership of media properties, the “character” of the licensee and those persons holding “attributable” interests therein, the Communications Act’s limitations on foreign ownership, and compliance with the FCC rules and regulations.
Our certificate of incorporation restricts the ownership and voting of our capital stock to enable us to comply with these foreign ownership limitations. With regard to the national television ownership limit, a company can own full-power television stations collectively reaching up to a 39% share of U.S. television households.
Our certificate of incorporation restricts the ownership and voting of our capital stock to enable us to comply with these foreign ownership limitations. With regard to the national television ownership limit, a company can own full-power television stations collectively reaching up to 39% of U.S. television households.
A licensee’s failure to observe current and future requirements of the Communications Act or FCC rules and policies may result in the imposition of various sanctions, including admonishment, fines, the grant of renewal terms of less than eight years, the grant of a license renewal with conditions or, in the case of particularly egregious violations, the denial of a license renewal application, the revocation of an FCC license or the denial of FCC consent to acquire additional broadcast properties. 10 FCC Licenses .
A licensee’s failure to observe current and future requirements of the Communications Act or FCC rules and policies may result in the imposition of various sanctions, including admonishment, fines, the grant of renewal terms of less than eight years, the grant of a license renewal with conditions or, in the case of particularly egregious violations, the denial of a license renewal application, the revocation of an FCC license or the denial of FCC consent to acquire additional broadcast properties.
In general, these laws limit the use of PII, impose substantial information security obligations, limit our ability to transfer data across national borders, provide consumers with expanded rights to access and delete their data and PII, limit the retention and use of that information, and provide consumers with the right to opt out of or opt in to the sharing of personal data for retargeting and certain customized advertising purposes.
In general, these laws limit the use of PII, impose substantial information security obligations, limit our ability to transfer data across national borders, provide consumers with expanded rights to access and delete their data and PII, limit the retention and use of that information, regulate the incentivization of users to share PII, and provide consumers with the right to opt out of or opt in to the sharing of personal data for retargeting and certain customized advertising purposes.
The affected stations are authorized to continue operations until the FCC acts upon those applications. We have no reason to believe that our licenses will not be renewed in the ordinary course, although there can be no assurance to that effect. Ownership Matters .
The affected stations are authorized to continue operations until the FCC acts upon those applications. We have no reason to believe that our licenses will not be renewed, although there can be no assurance to that effect. Ownership Matters.
The Communications Act requires prior consent of the FCC for the assignment of a broadcast license or the transfer of control of an entity holding a license.
The Communications Act requires prior consent of the FCC for the assignment of a broadcast license to a new entity or the transfer of control of an entity holding a license.
Examples of these laws include several U.S. state privacy laws and regulations, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, or the Delete Act, and regulations promulgated thereunder, the General Data Protection Regulation, or GPDR, which applies to activities conducted from an establishment in the European Union, or the E.U., as well as the United Kingdom Data Protections and the U.K.
Examples of these laws include several U.S. state privacy laws and regulations, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, which is referred to as the CCPA, The Colorado Privacy Act, and regulations promulgated thereunder, the General Data Protection Regulation, or GPDR, which applies to activities conducted from an establishment in the European Union, or the E.U., as well as the United Kingdom Data Protections and the U.K.
Regulation of Television and Radio Broadcasting General . The FCC regulates television and radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”).
The FCC regulates television and radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”).
Compliance with general consumer data privacy practices is enforced by the Federal Trade Commission, or the FTC, and state Attorneys General in the United States.
Compliance with general consumer data privacy practices is enforced by the Federal Trade Commission, or the FTC, state Attorneys General in the United States, as well as the California Privacy Protection Agency.
Additionally, they could refer violations of their requirements to the FTC or other regulators. Human Capital Management As of December 31, 2024, we had approximately 990 employees in approximately 20 countries worldwide. Approximately 684 employees were employed in the United States and approximately 306 employees were employed in foreign countries.
Additionally, they could refer violations of their requirements to the FTC or other regulators. 14 Human Capital Management As of December 31, 2025, we had approximately 1,025 employees in approximately 19 countries worldwide. Approximately 688 employees were employed in the United States and approximately 337 employees were employed in foreign countries.
We added early morning and midday news in all of our markets, whereas previously we broadcast early evening and late-night news. We also added weekend news in San Diego, Las Vegas and Denver, whereas previously we provided weekend news only in El Paso, Texas , McAllen, Texas and Palm Springs, California. We also expanded our Las Vegas production facility.
We also added weekend news in San Diego, Las Vegas and Denver, whereas previously we provided weekend news only in El Paso, Texas, McAllen, Texas and Palm Springs, California. We also expanded our Las Vegas production facility.
We have a strict policy prohibiting sexual harassment, as well as harassment or discrimination based on race, gender and other specified statuses and conditions. Unlawful harassment in any form, including verbal, physical and visual conduct, threats, demands and retaliation, is prohibited. We have established hotline and anonymous complaint processes for any employee who believes that these policies have been violated.
We have a strict policy prohibiting sexual harassment, as well as harassment or discrimination based on race, gender and other specified statuses and conditions. Unlawful harassment in any form, including verbal, physical and visual conduct, threats, demands and retaliation, is prohibited.
The FCC has previously decided that TelevisaUnivision holds an attributable interest in certain of our television stations affiliated with its broadcast networks, which it must count for local and national multiple ownership purposes.
This review will consider whether the current local television and radio ownership rules remain necessary in the public interest as a result of competition. The FCC has previously decided that TelevisaUnivision holds an attributable interest in certain of our television stations affiliated with its broadcast networks, which it must count for local and national multiple ownership purposes.
Technology Competition The advertising technology & services business is dynamic, rapidly changing and highly competitive, influenced by frequent technological advances, trends in both the overall advertising and digital advertising markets, changing customer perceptions and expectations, and governmental or regulatory oversight and action in the areas of data use, data privacy and other matters.
ATS Competition The ATS business is fragmented and influenced by frequent technological advances, trends in both the overall advertising and digital advertising markets, changing customer perceptions and expectations, and governmental or regulatory oversight and action in the areas of data use, data privacy and other matters. Smadex competes primarily with other mobile-first performance DSPs.
Should the UHF discount be eliminated or the nationwide cap be interpreted to treat all stations on an equal basis, TelevisaUnivision may, in the absence of retroactive applicability, which the FCC customarily does not apply, have to divest certain stations or be limited in its ability to acquire certain additional television stations. “Retransmission Consent” and “Must Carry” Rules .
Should the UHF discount be eliminated or the nationwide cap be interpreted to treat all stations on an equal basis, TelevisaUnivision may have to divest certain stations or be limited in its ability to acquire certain additional television stations.
(4) In a “channel sharing” arrangement, two broadcast television stations, each holding its own broadcast authorization, agree to share the bandwidth of a single broadcast channel, with the two stations transmitting separate program streams on that channel. Media Competition We face intense competition in the broadcasting business.
(3) In a “channel sharing” arrangement, two broadcast television stations, each holding its own broadcast authorization, agree to share the bandwidth of a single broadcast channel, with the two stations transmitting separate program streams on that channel. Media Competition We operate in a highly competitive media environment where we compete for audience time and advertising budgets.
ITEM 1. B USINESS The discussion of the business of Entravision Communications Corporation and its wholly-owned subsidiaries, or Entravision or the Company, is as of the date of filing this report, unless otherwise indicated. Overview Entravision owns and operates one of the largest groups of Spanish language television and radio stations in the United States.
ITEM 1. B USINESS The discussion of the business of Entravision Communications Corporation and its wholly-owned subsidiaries, or Entravision or the Company, is as of the date of filing this report, unless otherwise indicated. Overview Entravision is a media and advertising technology company.
The FCC has an open proceeding to determine whether and how to apply the UHF discount policy, whereby UHF stations are deemed to serve only one-half of the population in their television markets for purposes of the national television ownership limit.
The FCC has an open proceeding to consider potential changes to the 39% cap and to the related UHF discount policy, whereby UHF stations are deemed to serve only one-half of the population in their television markets for purposes of the national television ownership limit. The FCC has also commenced its statutorily required quadrennial review of its media ownership rules.
Audio We own and operate 44 radio stations (37 FM and 7 AM), 39 of which are located in the top 50 Latino markets in the United States. According to Nielsen, our radio stations broadcast into markets with a total population of approximately 19 million U.S. Latinos, which is approximately 31% of the Latino population in the United States.
We are exploring future revenue opportunities for this capacity from our own content initiatives, including Altavision. Audio We own and operate 44 radio stations (37 FM and 7 AM) in 14 markets. Our radio stations broadcast in markets with a total population of approximately 19 million Latinos, which is approximately 31% of the U.S. Latino population.
On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC". Media Our strategy is to reach Latino audiences in the United States. We own and/or operate media properties in 13 of the 20 highest-density U.S.
On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC".
Seasonality Seasonal net revenue fluctuations are common in television and radio broadcasting, and are due primarily to fluctuations in advertising expenditures by local and national advertisers. In our media segment, our first fiscal quarter generally produces the lowest net revenue for the year, and our second and third fiscal quarters generally produce the highest net revenue for the year.
In our media segment, our first fiscal quarter generally produces the lowest net revenue for the year, and our second and third fiscal quarters generally produce the highest net revenue for the year.
In addition, advertising revenue across our segments is generally higher during presidential election years (2020, 2024, etc.) and, to a lesser degree, Congressional mid-term election years (2018, 2022, etc.), resulting from increased political advertising in those years compared to other years.
In addition, advertising revenue in our media segment is generally higher during presidential election years (2024, etc.) and Congressional mid-term election years (2022, etc.), resulting from increased political advertising in those years compared to other years. Advertising revenue in our audio operations is also generally higher during years when we broadcast the FIFA World Cup on our radio stations.
We have arrangements or have entered into agreements with nearly all of our MVPDs as to the terms of the carriage of our television stations and the compensation we will receive for granting such carriage rights. 11 Regulation of Digital Advertising We are subject to many U.S. federal and state laws and regulations, as well as laws and regulations of other jurisdictions, applicable to businesses engaged in providing digital advertising services.
Regulation of Digital Advertising We are subject to many U.S. federal and state laws and regulations, as well as laws and regulations of other jurisdictions, applicable to businesses engaged in providing digital advertising services.
Other digital marketing solutions we offer include Entravision Plus, through which we resell streaming video inventory on a third-party platform, and Entravision Digital, which consists of inventory on our websites. 6 Our Television and Radio Station Portfolios The following table lists information concerning each of our owned and/or operated television and radio stations in order of market rank and its respective market: Market and Market Rank by Latino Households Television Station Television Programming Radio Station Radio Programming Los Angeles-San Diego-Ventura, CA 1 KLYY-FM KDLD-FM KDLE-FM KSSD-FM KSSE-FM KSSC-FM José Viva Cumbia Viva Cumbia José José La Suavecita Miami-Ft.
We also use social media campaigns to amplify on-site marketing events we host at a client’s location. • Owned-and-Operated Websites: We sell inventory on our news and station websites. • Search: We manage paid search campaigns to reach customers who are actively looking for an advertiser’s specific products or services. • Other Services: We provide additional digital services, including email marketing and display and digital out-of-home advertising. 8 Our Television and Radio Station Portfolios The following table lists information concerning each of our owned and/or operated television and radio stations in order of market rank and its respective market: Market and Market Rank by Latino Households Television Station Television Programming Radio Station Radio Programming Los Angeles-San Diego-Ventura, CA 1 KLYY-FM KDLD-FM KDLE-FM KSSD-FM KSSE-FM KSSC-FM José Viva Cumbia Viva Cumbia José José La Suavecita Miami-Ft.
Our radio operations combine network and local programming with local time slots available for advertising, news, traffic, weather, promotions and community events. This strategy allows us to provide quality programming with significantly lower costs of operations than we could otherwise deliver solely with all locally produced programming.
Our radio operations combine network and local programming with local time slots available for advertising, news, traffic, weather, promotions and community events.
Latino markets Television We own and/or operate TelevisaUnivision-affiliated television stations in 21 markets, including 14 of the top 50 Latino markets in the United States. Our television operations comprise the largest affiliate group of TelevisaUnivision's Spanish-language Univision and UniMás networks. Univision is among the most-watched broadcast television networks among U.S.
Spanish-Language Television Univision We are the largest affiliate group of the Spanish-language Univision and UniMás networks, which are owned by TelevisaUnivision. We broadcast Univision and UniMás programming exclusively in 21 markets, including 14 of the top 50 Latino markets in the United States. These networks provide our stations with national news, prime time dramas, sports, and entertainment specials.
TelevisaUnivision also owns approximately 10% of our common stock on a fully-converted basis. For more information regarding these agreements and the stock that TelevisaUnivision owns, see Note 16 to Notes to Consolidated Financial Statements. Local News We believe that providing local content, particularly local news, is an important part of serving our communities and capturing advertising revenue.
We cannot guarantee that these agreements will be renewed beyond their expiration date under their current terms, under terms satisfactory to us, or at all. 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 15 to Notes to Consolidated Financial Statements.
According to The Nielsen Company (US), LLC, or Nielsen, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot in nine of our television markets among adults 18-49 and 25-54 years of age, including ties. Notwithstanding this, industry analysts estimate that local television advertising is declining.
Our early local news is ranked first or second among competing local newscasts regardless of language in eight of our 18 local news television markets among adults 25-54, according to Nielsen. Political Advertising Revenue Political advertising is a cyclical revenue stream for our business.
Our mission is to serve our Latino audience as a trusted provider of useful news, information and entertainment and to serve our advertisers by providing multi-channel marketing capabilities to engage our audience. Entravision also owns and operates a smaller group of television stations that broadcast English language programming and has operations that provide programmatic advertising technology and services.
Our Media business owns and operates one of the largest groups of Spanish-language television and radio stations in the United States. Our mission is to serve our Latino audience as a trusted provider of news, information, and entertainment. We serve our advertisers by providing marketing capabilities across broadcast and digital media.
Of this amount, revenue generated by our media segment accounted for approximately 61%, and revenue generated by our technology & services segment accounted for approximately 39% of total revenue. Our principal executive offices are located at 1 Estrella Way, Burbank, California, 91504, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com.
We have established hotline and anonymous complaint processes for any employee who believes that these policies have been violated Corporate Information Our principal executive offices are located at 1 Estrella Way, Burbank, California, 91504, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com.
On October 2, 2017, we entered into the current proxy agreement with TelevisaUnivision, which superseded and replaced the prior comparable agreement with TelevisaUnivision. The agreement expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations.
Our current relationship is governed by an affiliation agreement, a proxy agreement, and a marketing and sales agreement, all of which we entered into in October 2017. These 2017 agreements replaced comparable contracts with TelevisaUnivision. Sales Representation We are the exclusive sales representative for local advertisers on our Univision and UniMás stations.
Many of our competitors in the advertising technology & services business have significantly larger financial resources and/or longer operating histories than we have in this space.
This creates a risk where our suppliers could prioritize their own demand over ours or inhibit our access to high-quality users. 12 Adwake competes primarily with other performance marketing agencies and mobile growth platforms. Many of our competitors in the ATS business have significantly larger financial resources and/or longer operating histories than we have in this space.
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.
We grant TelevisaUnivision the right to negotiate retransmission consent agreements with MVPDs and vMVPDs, pursuant to a proxy agreement with TelevisaUnivision. We negotiate retransmission consent agreements directly with MVPDs for our NBC, FOX and CW stations. Unlike traditional cable providers, vMVPDs negotiate carriage agreements directly with the national networks.
Latinos and, according to TelevisaUnivision, Univision and UniMás collectively represent more than half of Spanish language broadcast prime time viewers. Our Relationship with TelevisaUnivision Our network affiliation agreement with TelevisaUnivision provides certain of our owned stations the exclusive right to broadcast TelevisaUnivision’s primary Univision network and UniMás network programming in their respective markets.
Univision finished 2025 as the most watched broadcast television network by U.S. Latinos, and the top 4 Spanish-language network in primetime and total day for the 33rd consecutive year among total viewers, adults 25-54 and adults 18-49, according to TelevisaUnivision. Univision and UniMás collectively represent more than half of Spanish language broadcast prime time viewers in the United States.
Removed
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.
Added
Our Advertising Technology & Services (ATS) business empowers advertisers, primarily mobile app developers, to grow their businesses globally. We provide programmatic advertising solutions through two brands. Smadex is our demand-side platform, which uses proprietary AI to automate media buying. Adwake is our performance-based digital marketing agency.
Removed
In 2024 we discontinued and divested a significant portion of Entravision’s operations, which largely consisted of a collection of acquisitions that had been completed prior to 2024. Our net revenue for the year ended December 31, 2024 was $364.9 million.
Added
We manage and report our financial results through these two operating segments: media and ATS. Our net revenue for the year ended December 31, 2025 was $447.6 million. Of this amount, revenue generated by our media segment accounted for approximately 39%, and revenue generated by our ATS segment accounted for approximately 61% of total revenue.
Removed
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.
Added
MEDIA We own and/or operate one of the largest groups of Spanish-language television and radio stations in the United States. Our assets include 47 television stations and 44 radio stations. These stations are concentrated in 13 of the 20 highest-density Latino markets in the United States. We also provide digital marketing services for businesses targeting Latino consumers.
Removed
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.
Added
We believe the Latino market is a long-term driver of the U.S. economy. There are 68 million Latinos in the United States. This group accounted for 56 percent of total U.S. population growth between 2010 and 2024, according to the U.S. Census Bureau. The median age of U.S. Latinos is 31, roughly eight years younger than the non-Latino population.
Removed
According to Pew Research Center, a majority of Americans believe local news is an accurate source of information. We also believe that our local news helps us capitalize on U.S. political advertising revenue in election cycles, 4 particularly as such advertising targets our primarily U.S.
Added
The U.S. Latino gross domestic product reached $4.0 trillion in 2023 and is growing more than twice as fast as the non-Latino U.S. economy, according to the Latino Donor Collaborative. We connect advertisers to this important audience. Our Media segment is a single source for advertisers in our markets.
Removed
Latino viewership, because of what is generally regarded as a more competitive political environment among Latino voters. In 2024 we significantly enhanced our local news programming. We also made substantial investments in our news operations to capitalize on advertising inventory during our newscasts.
Added
We believe our local market presence and relationships enable us to act as a trusted partner for advertisers navigating the fragmented advertising market. We bundle proprietary digital solutions with our television and radio inventory. This approach allows us to deliver integrated campaigns and capture a larger share of our clients’ advertising budgets.
Removed
As a result of implementing this strategy, we added 107 new weekly newscasts on our TelevisaUnivision- affiliated television stations, delivering more than 400 hours of weekly news coverage across 415 newscasts. We now provide morning, midday, early evening and late news in all of our markets.
Added
To execute this strategy, we are expanding our local sales teams and hiring digital specialists to drive the sale of these bundled products. We are also expanding our content capabilities and sourcing unique digital inventory to create additional independent inventory for our sales teams to monetize.
Removed
We believe that the advertising inventory we offer during these newscasts is valuable to advertisers, including political advertisers in election years.
Added
In addition to our long-standing affiliation with TelevisaUnivision, we have expanded our local news operations and launched independent networks, such as WAPA Orlando and Altavision, to provide more advertising opportunities for our clients. Television We distribute content to inform and entertain our Latino audience. We distribute this content through network affiliations and our own local news programming.
Removed
To address this industry trend, particularly in a year when we will not generate significant political advertising revenue, we intend to deploy a variety of programs to mitigate declines, increasing the capacity of our sales team, focusing on new account acquisition and selling bundles of television, radio and digital multi-channel marketing.
Added
TelevisaUnivision serves as our exclusive sales representative for national advertisers on these stations. We pay TelevisaUnivision 9.4% of net national and local advertising revenue for this service under our affiliation agreement. Retransmission Consent We grant TelevisaUnivision the right to negotiate retransmission consent agreements with cable, satellite, and internet distributors on our behalf, pursuant to the proxy agreement.
Removed
However, no assurance can be provided that such efforts will be successful. We also intend to focus additional attention on further strengthening our sales team across our media segment. For example, In late 2024 we increased the size of our media sales team and it is our current intention that this will continue in 2025.
Added
We receive a portion of the retransmission consent fees collected by TelevisaUnivision. For more information, see “Retransmission Consent” below. Marketing and Sales Agreement In 18 of our 21 Univision and UniMás markets, we own and operate the stations that broadcast both networks.
Removed
We also intend to focus on enhancements to our operations and sales support, training and leadership functions. We multicast network programming streams at most of our television stations, along with our primary network program streams. We periodically evaluate these multicasting operations as well as the amount of bandwidth we must allocate to our primary program streams.
Added
In the remaining three markets – Albuquerque, Boston, and Denver – we own the station that broadcasts UniMás and operate the sales and marketing functions of both stations under the marketing and sales agreement. Our affiliation, proxy and marketing and sales agreements with TelevisaUnivision expire on December 31, 2026. We have started to negotiate the renewal of these agreements.
Removed
The Federal Communications Commission, or FCC, has promulgated regulations allowing broadcast stations to offer, on a voluntary basis, next generation digital television services using the Advanced Television Systems Committee's 3.0 standard (“ATSC 3.0”), which the FCC has called Next Gen TV.
Added
New Initiatives WAPA Orlando We began broadcasting WAPA Orlando on our primary stream in Orlando, Florida in February 2026, pursuant to an agreement with Hemisphere Media Group. WAPA Orlando broadcasts news, entertainment, and sports programming produced in Puerto Rico by WAPA-TV, the island’s leading broadcaster.
Removed
In doing so, full power broadcast television stations must offer ATSC 3.0 services alongside a standard ATSC 1.0 digital signal and there will not be a mandatory transition period. We are considering how we will participate in the adoption of ATSC 3.0 technology and we are monitoring how ATSC 3.0 is being adopted and accepted by viewers and advertisers.
Added
We supplement this programming with our own morning and midday local newscasts, with plans to expand to evening and late-night editions. The Orlando metro area has the second largest Puerto Rican population in the United States, driven by sustained population growth over the past decade. This demographic has distinct content preferences compared to the broader Mexican-American audience.
Removed
Political Advertising Revenue Over the last several election cycles, numerous pollsters and other sources have reported on both the increasing strength and competitiveness of the Latino vote in the United States. According to Pew Research Center, an estimated 36.2 million U.S.
Added
The station is available on all major cable and satellite television providers in the market. We are the exclusive local sales representative for WAPA Orlando, and contract with a third-party sales organization to handle national advertising sales. We pay Hemisphere Media Group a portion of net advertising revenue, as well as an annual programming fee.
Removed
Latinos were eligible to vote in 2024, up from 32.3 million in 2020, representing 50% of the total growth in eligible voters during this time.
Added
Altavision Network We broadcast Altavision, a Spanish-language broadcast network, in 19 markets. Altavision allows us to utilize our full broadcast spectrum capacity to distribute additional content, diversify our programming sources, and create new revenue streams independent of our major network affiliations. We source programming for Altavision through a partnership with Multimedios Television, a Mexico-based content producer.
Removed
Latinos have grown at the second-fastest rate of any major racial and ethnic group in the U.S. electorate since the 2020 presidential election and represented an estimated 14.7% of all eligible voters in 2024, an all-time high.
Added
This programming includes national and local news, sports talk and variety shows. The lineup is designed as counter-programming to the more traditional telenovela-heavy formats of certain other major Spanish-language networks. We broadcast Altavision primarily on the multicast channels of our existing television stations. In the Washington, D.C. market, we broadcast Altavision on our primary channel signal.
Removed
We have benefited from political advertising expenditures in the form of significant revenue from political advertising in Presidential election years (2020, 2024, etc.) and Congressional election years (2018, 2022, etc.). We achieved record political advertising revenue in 2024.
Added
As part of this agreement, we are collaborating with Multimedios to launch a free, ad-supported streaming television (FAST) channel distributed on digital platforms. We are pursuing additional distribution via linear cable carriage agreements. We are the exclusive local and national sales representative for Altavision, and we pay Multimedios a portion of net advertising revenue.
Removed
In fact, 2024 marked the fifth election cycle in a row where we benefited from increased political advertising revenue compared to the previous election cycle. Retransmission Consent Revenue We generate revenue from retransmission consent agreements that are entered into with MVPDs.
Added
Multimedios retains the right to sell a limited amount of inventory to Mexico-based advertisers. 5 English-Language Television We also own and operate English language television stations in three markets that have a high concentration of Latinos: • McAllen: FOX and CW • Laredo: FOX • Palm Springs: NBC These stations broadcast English-language news, NFL football, and entertainment, allowing us to reach the broader Latino community in these markets.
Removed
We grant the MVPDs access to our television signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPD.
Added
Other Revenue Sources Local News Operations We believe local news is a strategic asset. It generates advertising revenue, particularly during election cycles. It drives retransmission consent revenue by providing differentiated content that makes our programming more valuable to distributors. Our news also provides essential information to the Latino community.
Removed
In addition, we generally pay either a per subscriber fee to or share certain of the retransmission consent revenue received from MVPDs with the network providing the programming, which is known in the television industry as reverse network compensation.
Added
We significantly expanded our news operations in 2024 and 2025 to increase audience share and create more high-value advertising inventory. We added early morning and midday news in all of our markets, in addition to our early evening and late-night news.
Removed
Under this proxy agreement, we grant TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals, which covers substantially all of our retransmission consent revenue.
Added
We now employ over 200 news professionals and produce more than 300 hours of locally produced content per week across 412 weekly newscasts. • Morning News: We produce Despierta al Día , a one-hour morning show broadcast in 24 markets (120 weekly hours).
Removed
Among other things, the proxy agreement provides terms relating to compensation to be paid to us by TelevisaUnivision with respect to retransmission consent agreements entered into with MVPDs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

40 edited+33 added−3 removed81 unchanged
Biggest changeIf the debt under the 2023 Credit Agreement were to be accelerated, among other things we could seek to mitigate the default by refinancing our debt or raising additional capital by issuing equity or debt. There is no guarantee that any such refinancing or capital would be available to us on favorable terms or at all.
Biggest changeThere is no guarantee that any such refinancing or capital would be available to us on favorable terms or at all. The failure to mitigate a default under the Amended Credit Agreement would have a material adverse effect on our operations and financial condition.
While we believe that most or all the countries in which we operate have enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment, intellectual property, commerce, enforcement of contractual rights, taxation and trade, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in any of these countries is therefore unpredictable.
While we believe that most or all the countries in which we operate have enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment, 18 intellectual property, commerce, enforcement of contractual rights, taxation and trade, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in any of these countries is therefore unpredictable.
Available Information Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are made available free of charge on our corporate website, www.entravision.com , as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Available Information Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are made available free of charge on our corporate website, www.entravision.com , as soon as reasonably practicable after we electronically file such material with, or furnish it to, the 23 SEC.
As advertisers further develop their own technological knowledge that would allow them to navigate the digital advertising market themselves, and to the degree that digital platforms become more directly accessible to advertisers, our role as an intermediary between media companies selling their 14 advertising inventory through various platforms and advertisers could become less attractive, resulting in a material adverse effect on our business and results of operations.
As advertisers further develop their own technological knowledge that would allow them to navigate the digital advertising market themselves, and to the degree that digital platforms become more directly accessible to advertisers, our role as an intermediary between media companies selling their advertising inventory through various platforms and advertisers could become less attractive, resulting in a material adverse effect on our business and results of operations.
Our inability, for technological, business or other reasons, to adapt to changes in program offerings and technology on a timely and effective basis, exploit new sources of revenue from these changes, or to 12 enhance, develop, introduce and deliver compelling advertising solutions in response to changing market conditions and technologies or evolving expectations of advertisers may have a material adverse effect on our business and results of operations.
Our inability, for technological, business or other reasons, to adapt to changes in program offerings and technology on a timely and effective basis, exploit new sources of revenue from these changes, or to enhance, develop, introduce and deliver compelling advertising solutions in response to changing market conditions and technologies or evolving expectations of advertisers may have a material adverse effect on our business and results of operations.
If we fail to renew any of our stations’ main licenses, or if we renew our licenses with substantial conditions or modifications (including renewing one or more of our licenses for less than the standard term of eight years), it could have a material adverse effect on our 17 business, results of operations and financial condition.
If we fail to renew any of our stations’ main licenses, or if we renew our licenses with substantial conditions or modifications (including renewing one or more of our licenses for less than the standard term of eight years), it could have a material adverse effect on our business, results of operations and financial condition.
Disruption of the credit markets, a prolonged recession and/or sluggish economic growth in future periods could adversely affect our customers’ ability to access credit which supports the continuation and expansion of their businesses and could result in advertising or broadcast cancellations or suspensions, payment delays or defaults by our customers.
Disruption of the credit markets, a prolonged recession and/or sluggish economic growth in future 15 periods could adversely affect our customers’ ability to access credit which supports the continuation and expansion of their businesses and could result in advertising or broadcast cancellations or suspensions, payment delays or defaults by our customers.
These matters may be subject to the exercise of considerable discretion by national, 15 provincial or municipal governments, agencies and/or courts, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination.
These matters may be subject to the exercise of considerable discretion by national, provincial or municipal governments, agencies and/or courts, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination.
Additionally, if our then-current liquidity is insufficient to fund future activities, or we do not remain in compliance with our financial covenants under the 2023 Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements in response to these adverse developments or other changes in our circumstance or unforeseen events or conditions.
Additionally, if our then-current liquidity is insufficient to fund future activities, or we do not remain in compliance with our financial covenants under the Amended Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements in response to these adverse developments or other changes in our circumstance or unforeseen events or conditions.
In addition, consumers in some jurisdictions are provided private rights of action under certain laws to file civil lawsuits, including class action lawsuits, against companies that conduct business in the digital advertising industry and personalize or target 18 advertising, including makers of devices that display digital media, providers of digital media, operating system providers, third party networks and providers of Internet-connected devices and related services.
In addition, consumers in some jurisdictions are provided private rights of action under certain laws to file civil lawsuits, including class action lawsuits, against companies that conduct business in the digital advertising industry and personalize or target 22 advertising, including makers of devices that display digital media, providers of digital media, operating system providers, third party networks and providers of internet-connected devices and related services.
If an event of default were to occur and if we are unable to obtain waivers or amendments to the 2023 Credit Agreement, our lenders, among other actions, could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.
If an event of default were to occur and if we are unable to obtain waivers or amendments to the Amended Credit Agreement, our lenders, among other actions, could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.
The 2023 Credit Agreement contains certain covenants and ratios that limit the ability of us to, among other things: • incur certain liens on our property or assets; • make certain investments or acquisitions; • incur certain additional indebtedness; • consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; • acquire or dispose of certain assets; or • enter into certain transactions with affiliates.
The Amended Credit Agreement contains certain covenants and ratios that limit the ability of us to, among other things: • incur certain liens on our property or assets; • make certain investments or acquisitions; • incur certain additional indebtedness; • consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; • acquire or dispose of certain assets; or • enter into certain transactions with affiliates.
If we fail to comply with any of the covenants or ratios under the 2023 Credit Agreement, or if we are unable to meet our debt service obligations, our lenders could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.
If we fail to comply with any of the covenants or ratios under the Amended Credit Agreement, or if we are unable to meet our debt service obligations, our lenders could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.
If we generate less revenue, it may be more difficult for us to repay our indebtedness or comply with any of the covenants or ratios under the 2023 Credit Agreement, and the value of our business may decline. We may need to raise capital if our current liquidity is insufficient to fund business activities.
If we generate less revenue, it may be more difficult for us to repay our indebtedness or comply with any of the covenants or ratios under the Amended Credit Agreement, and the value of our business may decline. We may need to raise capital if our current liquidity is insufficient to fund business activities.
If we cannot raise such on favorable terms or at all, we may have to reduce or curtail certain existing operations. We require significant capital for general working capital and debt service needs. Our ability to raise additional funds is limited by the terms of the 2023 Credit Agreement.
If we cannot raise such on favorable terms or at all, we may have to reduce or curtail certain existing operations. We require significant capital for general working capital and debt service needs. Our ability to raise additional funds is limited by the terms of the Amended Credit Agreement.
In addition, our 2023 Credit Agreement requires us to maintain our FCC licenses, and if the FCC were to revoke or place significant limitations on any of our material licenses, our lenders could declare us in default under the 2023 Credit Agreement, and any cancellation or acceleration thereof could have a material adverse effect on our financial condition.
In addition, the Amended Credit Agreement requires us to maintain our FCC licenses, and if the FCC were to revoke or place significant limitations on any of our material licenses, our lenders could declare us in default under the Amended Credit Agreement, and any cancellation or acceleration thereof could have a material adverse effect on our financial condition.
We must comply with extensive current and any future laws and regulations, including but not limited to those concerning displacement of low-power stations, elimination or limitation on our MVPD carriage rights, ownership rules, broadcasting to serve the “public interest”, sponsorship identification, regulation of so-called “indecent” content and equal opportunity in hiring requirements.
We must comply with extensive current and any future laws and regulations, including but not limited to those concerning displacement of low-power stations, elimination or limitation 21 on our MVPD carriage rights, ownership rules, broadcasting to serve the “public interest”, sponsorship identification, regulation of so-called “indecent” content, children's television, and equal opportunity in hiring requirements.
Any such action by our lenders would have a material adverse effect on our overall business and financial condition. The failure to comply with the financial covenants under the 2023 Credit Agreement could have a material adverse effect on our operations and financial condition. The 2023 Credit Agreement contains various financial covenants.
Any such action by our lenders would have a material adverse effect on our overall business and financial condition. Our failure to comply with the financial covenants under the Amended Credit Agreement could have a material adverse effect on our operations and financial condition. The Amended Credit Agreement contains various financial covenants.
This volatility affects our operating results and may reduce our ability to repay indebtedness or comply with any of the covenants or ratios under the 2023 Credit Agreement or reduce the market value of our securities.
This volatility affects our operating results and may reduce our ability to repay indebtedness or comply with any of the covenants or ratios under the Amended Credit Agreement or reduce the market value of our securities.
Several states have enacted laws which affect the collection, use, retention, protection, disclosure, transfer and other processing of personal data, particularly in relation to digital advertising services, which can limit the data available for use in Smadex and Adwake. Privacy legislation in other jurisdictions also continues to evolve.
Several states have enacted and continue to strengthen laws that affect the collection, use, retention, protection, disclosure, transfer and other processing of personal data, particularly in relation to digital advertising services, which can limit the data available for use in Smadex and Adwake services. Privacy legislation in other jurisdictions also continues to evolve.
Due to this and other risks and uncertainties regarding forecasts and projections about our operations, industry, 16 financial condition, performance, operating results and liquidity, we may not maintain compliance with the financial covenants in the 2023 Credit Agreement.
Due to this and other risks and uncertainties regarding forecasts and projections about our operations, industry, financial condition, performance, operating results and liquidity, we may not maintain compliance with the financial covenants in the Amended Credit Agreement.
Decreases in audience ratings, with potential resulting decreases in advertising rates and revenue, could have a material adverse effect on our business and results of operations. 13 Our emphasis on enhancing our local news programming as a means to increase advertising revenue may not produce the results we hope.
Decreases in audience ratings, with potential resulting decreases in advertising rates and revenue, could have a material adverse effect on our business and results of operations. Our emphasis on enhancing our local news programming as a means to increase advertising revenue may not produce the intended results.
The 2023 Credit Agreement contains various covenants that limit management’s discretion in the operation of our business.
The Amended Credit Agreement contains various covenants that limit management’s discretion in the operation of our business.
Our failure to meet these covenants would constitute an event of default under the 2023 Credit Agreement. As a result of the sale of the EGP business, consolidated EBITDA (as defined in the 2023 Credit Agreement) has been significantly reduced.
Our failure to meet these covenants would constitute an event of default thereunder. As a result of the sale of the EGP business, consolidated EBITDA (as defined in the Amended Credit Agreement) has been significantly reduced.
GAAP, and the rules and regulations of the SEC as in effect from time to time that are applicable to reporting companies. Financial Risks Our substantial level of debt could limit our ability to grow and compete. Our total indebtedness, net of unamortized debt issuance costs, was $187.0 million as of December 31, 2024.
GAAP, and the rules and regulations of the SEC as in effect from time to time that are applicable to reporting companies. Financial Risks Our substantial level of debt could limit our ability to grow and compete. Our total indebtedness, net of unamortized debt issuance costs, was $167.1 million as of December 31, 2025.
Although we maintain insurance coverage to protect us against some of these risks, such coverage may be insufficient to cover all losses or types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access or failure of systems. Our international operations subject us to significant costs and risks.
Although we maintain insurance coverage to protect us against some of these risks, such coverage may be insufficient to cover all losses or types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access or failure of systems.
The handling and protection of personal information, including but not limited to PII, is regulated in many jurisdictions where we operate, including but not limited to the Delete Act in California, similar state privacy laws throughout the United States, and the GDPR in the E.U.
The handling and protection of personal information, including but not limited to PII, is regulated in many jurisdictions where we operate, including but not limited to the CCPA in California, similar state privacy laws throughout the United States, and the GDPR in the E.U., and China's Personal Information Protection Law and Data Security Law.
To the extent that such technology is not protectable, others could use the same, or similar, technology in competition with us. Such competition could have a material adverse effect on our business, revenue and results of operations.
While much of this technology is proprietary, we have not determined the extent to which this technology is protectable. To the extent that such technology is not 19 protectable, others could use the same, or similar, technology in competition with us. Such competition could have a material adverse effect on our business, revenue and results of operations.
Measures we take to protect PII and other confidential information, as required by the laws and regulations to which we are subject, may not be effective, and could expose us to significant liability.
Consumer protection laws may subject us to liability if we fail to administer the offerwall in a compliant manner. Measures we take to protect PII and other confidential information, as required by the laws and regulations to which we are subject, may not be effective, and could expose us to significant liability.
We rely on the accuracy, capacity and security of our IT systems, some of which are managed or hosted by third parties.
Our systems and IT infrastructure may be subject to security breaches and other cybersecurity incidents. We rely on the accuracy, capacity and security of our IT systems, some of which are managed or hosted by third parties.
The FCC has the authority to renew licenses, not renew them, renew them only with significant qualifications, including renewals for less than a full term or revoke them.
Our television and radio operations depend upon maintaining our broadcast licenses, which are issued by the FCC. The FCC has the authority to renew licenses, not renew them, renew them only with significant qualifications, including renewals for less than a full term or revoke them.
The decision of such media companies to compete with us may be unrelated to the results we achieve by our own efforts and could materially adversely affect our business and results of operations. Our systems and IT infrastructure may be subject to security breaches and other cybersecurity incidents.
The decision of such media companies to compete with us may be unrelated to the results we achieve by our own efforts and could materially adversely affect our business and results of operations. 17 Our use of certain third party platforms could be restricted.
We must comply with this large and changing body of laws and regulations in all the jurisdictions throughout the world where we do business. Our failure to do so could subject us to enforcement action, fines and reputational harm, resulting in a material adverse effect on our business, results of operations and financial condition.
Our failure to do so could subject us to enforcement action, fines and reputational harm, resulting in a material adverse effect on our business, results of operations and financial condition.
Additionally, if an event of default were to occur, our lenders would have the right to proceed against the collateral granted to them to secure that debt, which consists of substantially all of our assets.
Additionally, if an event of default were to occur, our lenders would have the right to proceed against the collateral granted to them to secure that debt, which consists of substantially all of our assets. 20 If the debt under the Amended Credit Agreement were to be accelerated, among other things we could seek to mitigate the default by refinancing our debt or raising additional capital by issuing equity or debt.
The failure to mitigate a default under the 2023 Credit Agreement would have a material adverse effect on our operations and financial condition. Our advertising revenue can vary substantially from period to period based on many factors beyond our control, including but not limited to those discussed herein.
Our advertising revenue can vary substantially from period to period based on many factors beyond our control, including but not limited to those discussed herein.
We rely on various technologies in our business, including but not limited to our Smadex ad purchasing platform, and the aggregation and analysis of data collected about online users in our advertising technology & services business. While much of this technology is proprietary, we have not determined the extent to which this technology is protectable.
The technology on which we rely may not be protectable, which could result in competition from others who may utilize the same, or similar technology. We rely on various technologies in our business, including but not limited to our Smadex ad purchasing platform, and the aggregation and analysis of transaction data in our advertising technology & services business.
Regulatory Risks If we cannot renew our FCC broadcast licenses, our broadcast operations would be impaired, which could have a material and adverse effect on our business, results of operations and financial condition. Our television and radio operations depend upon maintaining our broadcast licenses, which are issued by the FCC.
Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss. Regulatory Risks If we cannot renew our FCC broadcast licenses, our broadcast operations would be impaired, which could have a material and adverse effect on our business, results of operations and financial condition.
TelevisaUnivision’s ownership of our Class U common stock may make some transactions difficult or impossible to complete without TelevisaUnivision’s consent. TelevisaUnivision is the holder of all of our issued and outstanding Class U common stock.
TelevisaUnivision is the holder of all of our issued and outstanding Class U common stock.
Such legislation will require additional compliance measures, which can impose additional costs and expose us to increased regulatory scrutiny, which may increase the cost and complexity of delivering our services. We may also be required to change our current practices regarding the volume of personal data that can be collected and used for our business purposes, including by our customers.
Such legislation will require additional compliance measures, such as periodic risk assessments and implementation of cybersecurity controls, which can impose additional costs and expose us to increased regulatory scrutiny, which may increase the cost and complexity of delivering our services.
The cost of such ongoing monitoring and compliance by us may be significant.
These data transfer restrictions may create operational challenges and legal risks for our business, particularly with regard to China. The cost of such ongoing monitoring and compliance by us may be significant.
Removed
The technology on which we rely may not be protectable, which could result in competition from others who may utilize the same, or similar technology.
Added
Our current network affiliation agreement, proxy agreement, and marketing and sales agreement with TelevisaUnivision are each due to expire by their respective terms on December 31, 2026.
Removed
Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.
Added
We intend to seek to extend these agreements or enter into new 16 agreements with TelevisaUnivision; however, we cannot give any assurance as to when or whether TelevisaUnivision will respond to our requests, or whether any extension of the existing agreements or any new agreements will be on terms that are favorable to us.
Removed
Moreover, some of the countries in which our advertising technology & services business operates, including Mexico, Argentina and Brazil, have experienced significant and sometimes sudden devaluations of their currency over time, which could magnify these fluctuations, should they happen again in the future.
Added
The termination of our network affiliation and other agreements with TelevisaUnivision would have a material adverse effect on our business, results of operations and financial condition. TelevisaUnivision’s ownership of our Class U common stock may make some transactions difficult or impossible to complete without TelevisaUnivision’s consent.
Added
In our ATS operations we sometimes purchase advertising for our customers through inventory on platforms owned by third party DSPs.
Added
If these DSPs prioritize their own demand over ours or were to restrict our access to their platforms, our ability to offer our advertising customers access to high quality users could be adversely affected which, in turn, could have an adverse effect on our business and results of operations.
Added
Our use of AI technologies may increase our cybersecurity risks and harm our business. We utilize AI technologies in our advertising solutions and in our business operations and may expand such use in the future.
Added
Use of AI technologies, and AI enabled third-party products and services, may create additional cybersecurity risks or increase cybersecurity risks, such as risks of security breaches and incidents. This could result in monetary liability and harm to our reputation and business. Our international operations subject us to significant costs and risks.
Added
Currently, our ATS business is dependent on one recently-acquired customer for a significant amount of our ATS revenue, as well as our consolidated revenue. One recently-acquired customer in our ATS operations is our single largest customer.
Added
Unless and until we adequately diversify our customer base to mitigate this risk, the loss of this customer would have a material adverse impact on our results of operations and cash flow. Our single largest current customer is located in Hong Kong.
Added
We face certain risks doing business in Hong Kong and China, including the fact that our ability to enforce our rights in Hong Kong and China, should it be necessary, may be limited. One recently-acquired customer in our ATS operations is our single largest customer.
Added
Should that customer not pay us on time, or at all, or should there be other adverse matters between the two of us, our ability to pursue collection or our other rights successfully in Hong Kong or China could be limited due to, among other things, significant differences in substantive Chinese commercial and other laws compared to comparable laws in the United States, significant differences in procedural matters in the Chinese legal system compared to the U.S. legal system, significant costs in litigating in Hong Kong or China for a United States-based company, difficulties in participating meaningfully in adversarial proceedings due to language and cultural differences, uncertainties regarding predictable standards of liability, concerns about actual or perceived impartiality in the Chinese legal system, significant differences in enforcement of judgment practices between China and the United States, and uncertainties regarding the Chinese legal system in general, including but not limited to political overtones in many Chinese legal proceedings.
Added
In addition, continuing tension between the U.S. and China may impact our business with this or other potential customers in China. The U.S. government has restricted the ability to send certain products and technology to China without an export license, which, in many cases, are subject to a policy of denial.
Added
While our current products and services are not restricted by these controls, such controls or future restrictions could impact our business in the future. It also is possible that the Chinese government could retaliate in ways that could impact our business. Our ATS business is subject to various risks associated with the mobile gaming industry.
Added
For the year ended December 31, 2025, the majority of our ATS revenue came from gaming clients, including our single largest ATS customer in Hong Kong. The success of our advertisers’ games plays a significant role in maintaining and increasing our revenue.
Added
Accordingly, we are susceptible to market conditions and risks associated with the mobile gaming industry, including the popularity, price and timing of release of games, changes in consumer demographics, the availability and popularity of other forms of entertainment and public tastes and preferences, and an evolving and uncertain regulatory landscape, all of which are difficult to predict and are beyond our control.
Added
Our customers must also utilize effective marketing strategies for games; expand and enhance games after their initial release; attract experienced game designers, product managers and engineers; and adapt to an increasingly diverse set of new mobile devices as they emerge. In addition, users may view games as a discretionary purchase.
Added
Subject to many factors beyond our control, including economic conditions, users may reduce their discretionary spending on games, and our customers, in turn, may see an adverse effect on their business, resulting in a reduction in their usage of, or spending on, our services.
Added
Based on our current reliance on this industry segment, that would have a material adverse effect on our business and results of operations. Moreover, laws or regulations that govern or restrict gaming activities could have a material adverse effect on our business and results of operations. The regulatory landscape governing the gaming industry is evolving and increasingly uncertain.
Added
In certain jurisdictions, we are required to register with gaming authorities to provide our services to advertisers in the gaming industry. Compliance with these varied and frequently changing regulations may impose additional costs and operational burdens.
Added
If we fail to obtain or maintain necessary registrations, or if we or our advertisers violate applicable gaming regulations or advertising restrictions, we could face fines, penalties, or the loss of our ability to operate in specific markets.
Added
Furthermore, increased regulatory scrutiny or legislative restrictions on gaming activities could reduce user engagement or advertiser spend within this vertical, any of which could materially and adversely affect our business, financial condition, and results of operations.
Added
We may also be required to change our current practices regarding the volume of personal data that can be collected and used for advertising purposes, including by our customers. We must comply with this large and changing body of laws and regulations in all the jurisdictions throughout the world where we do business.
Added
The United States has increased restrictions on certain personal sensitive data transfers to specific foreign countries through the Department of Justice’s final rule implementing Executive Order 14117. The final rule prohibits data transfer of certain sensitive information including personal identifiers and precise geolocation data over a certain bulk threshold to identified countries of concern.
Added
The rule also restricts certain agreements, including data brokerage agreements and vendor agreements involving such data and countries of concern. Violations of the rule may be punishable by criminal and/or civil sanctions and may result in exclusion from participation in federal and state programs.
Added
Increased utilization and integration of AI technology into certain of our services and platforms, and issues raised by the use of, or failure to successfully use, AI in our services and platforms, may subject us to additional regulation with which failure to comply may adversely affect our business, reputation, or financial results.
Added
The evolving regulatory landscape around AI and AI-enabled technologies may result in new or enhanced regulatory scrutiny, litigation, or other complications that could adversely affect our business, reputation, or financial results.
Added
AI technologies, including generative AI and the use of personally identifying information in machine learning models are subject to existing laws of various states and countries such as those regarding data privacy and consumer protection.
Added
In addition to existing laws, several states and jurisdictions have enacted or are in the processing of enacting specific legislation regulating the use of AI technologies. In the EU, the EU AI Act subjects certain AI technologies to compliance obligations, including governance and risk management processes, transparency, conformity and risk assessment, documentation requirements, monitoring and human oversight requirements.
Added
Certain provisions of the EU AI Act could require us to alter or restrict our use of AI both in our services and platforms. In addition, certain U.S. states have proposed, enacted, or are considering laws governing the development and use of AI technologies, such as the Colorado Artificial Intelligence Act, and the CCPA regulations on automated decision-making technology.
Added
State and foreign AI regulatory frameworks continue to develop and frequently have extraterritorial reach, and, as a result may apply to our AI enabled services and platforms regardless of where they are developed or deployed. The liability associated with generative AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations.
Added
The use of generative AI technologies can expose us to intellectual property risks, including rights of ownership and copyright infringement, which may expose us to reputational harm, competitive harm, and/or legal liability.
Added
Development of new product offerings may subject us to new legislation and/or regulations, as well as industry standards, in respect of data privacy and consumer protection and any failure by us to comply with these regulations could result in loss of business, reputation and/or fines.
Added
The offering of a new offerwall product may be subject to different state and foreign regulatory requirements, including consumer protection and data privacy laws. For example, certain offerings may require compliance with financial incentive regulations under California’s CCPA and Colorado’s Privacy Act.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

109 edited+27 added−54 removed63 unchanged
Biggest changeWe evaluate the performance of our operating segments based on the following (in thousands): Year Ended December 31, % Change % Change 2024 2023 2022 2024 to 2023 2023 to 2022 Net Revenue Media $ 222,061 $ 196,268 $ 230,698 13 % (15 )% Advertising Technology & Services 142,887 100,775 93,292 42 % 8 % Consolidated 364,948 297,043 323,990 23 % (8 )% Cost of revenue Media 16,726 10,952 10,580 53 % 4 % Advertising Technology & Services 85,470 66,262 60,006 29 % 10 % Consolidated 102,196 77,214 70,586 32 % 9 % Direct operating expenses Media 110,988 96,925 94,742 15 % 2 % Advertising Technology & Services 25,274 16,306 14,578 55 % 12 % Consolidated 136,262 113,231 109,320 20 % 4 % Selling, general and administrative expenses Media 42,759 36,000 36,327 19 % (1 )% Advertising Technology & Services 20,109 13,761 10,661 46 % 29 % Consolidated 62,868 49,761 46,988 26 % 6 % Depreciation and amortization Media 12,891 11,975 13,661 8 % (12 )% Advertising Technology & Services 3,930 4,417 1,986 (11 )% 122 % Consolidated 16,821 16,392 15,647 3 % 5 % Segment operating profit (loss) Media 38,697 40,416 75,388 (4 )% (46 )% Advertising Technology & Services 8,104 29 6,061 * (100 )% Consolidated 46,801 40,445 81,449 16 % (50 )% Corporate expenses 37,498 50,294 49,404 (25 )% 2 % Change in fair value of contingent consideration (629 ) 821 (1,800 ) * * Impairment charge 61,220 13,267 1,600 361 % 729 % Foreign currency (gain) loss 692 1,950 1,244 (65 )% 57 % Other operating (gain) loss - 609 423 (100 )% 44 % Operating income (loss) (51,980 ) (26,496 ) 30,578 96 % (187 )% Interest expense (16,472 ) (16,833 ) (10,536 ) (2 )% 60 % Interest income 2,458 3,405 2,740 (28 )% 24 % Dividend income 10 35 20 (71 )% 75 % Realized gain (loss) on marketable securities (110 ) (93 ) (532 ) 18 % (83 )% Gain (loss) on debt extinguishment (91 ) (1,556 ) - (94 )% * Income (loss) before income taxes from continuing operations $ (66,185 ) $ (41,538 ) $ 22,270 59 % * Capital expenditures Media $ 7,089 $ 21,208 $ 6,975 Advertising Technology & Services 372 3,643 2,538 Consolidated $ 7,461 $ 24,851 $ 9,513 * Percentage not meaningful.
Biggest changeWe evaluate the performance of our operating segments based on the following (in thousands): Year Ended December 31, % Change % Change 2025 2024 2023 2025 to 2024 2024 to 2023 Net Revenue Media $ 176,659 $ 222,061 $ 196,268 (20 )% 13 % Advertising Technology & Services 270,935 142,887 100,775 90 % 42 % Consolidated 447,594 364,948 297,043 23 % 23 % Cost of revenue Media 18,240 16,726 10,952 9 % 53 % Advertising Technology & Services 165,872 85,470 66,262 94 % 29 % Consolidated 184,112 102,196 77,214 80 % 32 % Direct operating expenses Media 109,583 110,988 96,925 (1 )% 15 % Advertising Technology & Services 47,219 25,274 16,306 87 % 55 % Consolidated 156,802 136,262 113,231 15 % 20 % Selling, general and administrative expenses Media 43,995 42,759 36,000 3 % 19 % Advertising Technology & Services 22,775 20,109 13,761 13 % 46 % Consolidated 66,770 62,868 49,761 6 % 26 % Depreciation and amortization Media 11,041 12,891 11,975 (14 )% 8 % Advertising Technology & Services 1,301 3,930 4,417 (67 )% (11 )% Consolidated 12,342 16,821 16,392 (27 )% 3 % Segment operating profit (loss) Media (6,200 ) 38,697 40,416 * (4 )% Advertising Technology & Services 33,768 8,104 29 317 % * Consolidated 27,568 46,801 40,445 (41 )% 16 % Corporate expenses 27,026 37,498 50,294 (28 )% (25 )% Change in fair value of contingent consideration — (629 ) 821 (100 )% * Impairment charge 55,380 61,220 13,267 (10 )% 361 % Loss on lease abandonment 25,191 — — * * Restructuring costs 2,813 — — * * Foreign currency (gain) loss 523 692 1,950 (24 )% (65 )% Other operating (gain) loss — — 609 * (100 )% Operating income (loss) (83,365 ) (51,980 ) (26,496 ) 60 % 96 % Interest expense (15,121 ) (16,472 ) (16,833 ) (8 )% (2 )% Interest income 2,286 2,458 3,405 (7 )% (28 )% Dividend income 9 10 35 (10 )% (71 )% Realized gain (loss) on marketable securities 7 (110 ) (93 ) * 18 % Gain (loss) on debt extinguishment (214 ) (91 ) (1,556 ) 135 % (94 )% Income (loss) before income taxes from continuing operations $ (96,398 ) $ (66,185 ) $ (41,538 ) 46 % 59 % Capital expenditures Media $ 6,597 $ 7,089 $ 21,208 Advertising Technology & Services 183 372 3,643 Consolidated $ 6,780 $ 7,461 $ 24,851 * Percentage not meaningful. 29 Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Consolidated Operations Net Revenue.
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.
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.
However, we have operations in countries other than the United States, primarily related to our advertising technology & services operations, and expect a portion of our future revenues will be denominated in currencies other than the U.S. dollar, primarily the Euro.
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.
We have concluded that we are the principal in the transaction and therefore recognize revenue on a gross basis, because we (i) are responsible for fulfillment of the contract, including customer support, resolving customer complaints, and accepting responsibility for the quality or suitability of 32 the product or service; (ii) have pricing discretion over the transaction; and (iii) carry inventory risk for all inventory purchased regardless of whether we are able to collect on a transaction.
We have concluded that we are the principal in the transaction and therefore recognize revenue on a gross basis, because we (i) are responsible for fulfillment of the contract, including customer support, resolving customer complaints, and accepting responsibility for the quality or suitability of the product or service; (ii) have pricing discretion over the transaction; and (iii) carry inventory risk for all inventory purchased regardless of whether we are able to collect on a transaction.
The effective tax rate for the year ended December 31, 2024 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non deductible executive compensation, changes in the fair value of the contingent consideration 25 liability, capital loss on disposal of subsidiaries, changes in uncertain tax benefits, worthless stock deduction, and goodwill impairment.
The effective tax rate for the year ended December 31, 2024 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non deductible executive compensation, changes in the fair value of the contingent consideration liability, capital loss on disposal of subsidiaries, changes in uncertain tax benefits, worthless stock deduction, and goodwill impairment.
This initiative focuses on evaluating and monitoring the cybersecurity practices of our vendors, service providers, and business partners to mitigate potential supply chain risks . Additionally, our incident response plan has been enhanced to support swift detection, 19 containment, and remediation of cybersecurity incidents, ensuring operational continuity and minimal disruption with the addition of an incident response retainer.
This initiative focuses on evaluating and monitoring the cybersecurity practices of our vendors, service providers, and business partners to mitigate potential supply chain risks . Additionally, our incident response plan has been enhanced to support swift detection, containment, and remediation of cybersecurity incidents, ensuring operational continuity and minimal disruption with the addition of an incident response retainer.
We do not have any majority-owned subsidiaries or any interests in or relationships with any variable-interest entities that are not included in our consolidated financial statements. 30 Application of Critical Accounting Policies and Accounting Estimates Critical accounting policies are defined as those that are the most important to the accurate portrayal of our financial condition and results of operations.
We do not have any majority-owned subsidiaries or any interests in or relationships with any variable-interest entities that are not included in our consolidated financial statements. Application of Critical Accounting Policies and Accounting Estimates Critical accounting policies are defined as those that are the most important to the accurate portrayal of our financial condition and results of operations.
The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall 31 level of inherent risk.
The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk.
The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to our reporting units. The market approach requires us to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums.
The multiples are derived from comparable publicly-traded companies with 34 similar operating and investment characteristics to our reporting units. The market approach requires us to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums.
Foreign Currency We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. Historically, our revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars.
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.
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.
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 then digital commercial partnerships business, which was completed during the second quarter of 2024.
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.
The sale of the EGP business 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.
Our borrowings bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the 2023 Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio (as defined in the 2023 Credit Agreement) or (ii) the Base Rate (as defined in the 2023 Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio.
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 Amended Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio (as defined in the Amended Credit Agreement) or (ii) the Base Rate (as defined in the Amended Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio.
Our future dividend policy, including the amount of any dividend, will depend on factors considered relevant in the discretion of the Board of Directors, which may include, among other things, our earnings, capital requirements and overall financial condition. In addition, the 2023 Credit Agreement places certain restrictions on our ability to pay dividends on any class of our common stock.
Our future dividend policy, including the amount of any dividend, will depend on factors considered relevant in the discretion of the Board of Directors, which may include, among other things, our earnings, capital requirements and overall financial condition. In addition, the Amended Credit Agreement places certain restrictions on our ability to pay dividends on any class of our common stock.
We anticipate that our capital expenditures will be approximately $8.0 million during the full year 2025. The amount of our anticipated capital expenditures may change based on future changes in business plans and our financial condition and general economic conditions. We expect to fund capital expenditures with cash on hand and net cash flow from operations.
We anticipate that our capital expenditures will be approximately $8.0 million during the full year 2026. 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.
The CISO provides periodic updates to management and the Audit Committee of the Board of Directors, ensuring that cybersecurity remains a key focus of our risk management framework. Our incident response protocols are structured to provide clear escalation pathways for cybersecurity incidents, ensuring that appropriate leadership is engaged in a timely manner to coordinate an effective response.
The CIO provides periodic updates to management and the Audit Committee of the Board of Directors, ensuring that cybersecurity remains a key focus of our risk management framework. Our incident response protocols are structured to provide clear escalation pathways for cybersecurity incidents, ensuring that appropriate leadership is engaged in a timely manner to coordinate an effective response.
The Audit Committee of the Board of Directors receives periodic reports from executive management and external cybersecurity advisors on our security initiatives, emerging threats and risk mitigation efforts. Day-to-day management of our cybersecurity program is led by our Chief Information Security Officer, or CISO, who is responsible for overseeing information security policies, threat mitigation strategies, and compliance initiatives.
The Audit Committee of the Board of Directors receives periodic reports from executive management and external cybersecurity advisors on our security initiatives, emerging threats and risk mitigation efforts. Day-to-day management of our cybersecurity program is led by our Chief Information Officer, who is responsible for overseeing information security policies, threat mitigation strategies, and compliance initiatives.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2024, 2023 and 2022 and consolidated financial condition as of December 31, 2024 and 2023 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2025, 2024 and 2023 and consolidated financial condition as of December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K.
The effect of an immediate and hypothetical 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at December 31, 2024 would not be material to our consolidated results of operations or overall financial condition. Our operating expenses are primarily denominated in U.S. dollars.
The effect of an immediate and hypothetical 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at December 31, 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.
PROPERTIES Our corporate headquarters and main operational offices for our audio segment are located in Burbank, California. We lease approximately 12,000 square feet of space in the building housing our corporate headquarters under a lease that expires February 28, 2026. Our corporate headquarters and main operational offices for our audio segment were previously located in Santa Monica, California.
PROPERTIES Our corporate headquarters and main operational offices for our audio segment are located in Burbank, California. We lease approximately 12,000 square feet of space in the building housing our corporate headquarters under a lease that expires February 28, 2027. Our corporate headquarters and main operational offices for our audio segment were previously located in Santa Monica, California.
Under this share repurchase program, we are authorized to purchase shares of our Class A common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. We did not repurchase any shares of our Class A common stock during 2024.
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 2025.
Media Index. This graph assumes $100 was invested in each of our Class A Common Stock, the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S. Media Index, as of the market close on December 31, 2019.
Media Index. This graph assumes $100 was invested in each of our Class A Common Stock, the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S. Media Index, as of the market close on December 31, 2020.
The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries.
The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal values. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries.
Changes in Internal Control There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Changes in Internal Control There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Performance Graph The following graph, which was produced by S&P Global Market Intelligence, depicts our performance for the period from December 31, 2019 through December 31, 2024, as measured by total stockholder return calculated on a dividend reinvestment basis, on our Class A common stock, compared with the total return of the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S.
Performance Graph The following graph, which was produced by S&P Global Market Intelligence, depicts our performance for the period from December 31, 2020 through December 31, 2025, as measured by total stockholder return calculated on a dividend reinvestment basis, on our Class A common stock, compared with the total return of the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S.
As of December 31, 2024, we have repurchased a total of 1.8 million shares of our Class A common stock under the share repurchase program for an aggregate purchase price of $11.3 million, or an average price per share of $6.43. All such repurchased shares were retired as of December 31, 2024. I TEM 6. RESERVED 22 I TEM 7.
As of December 31, 2025, we have repurchased a total of 1.8 million shares of our Class A common stock under the share repurchase program for an aggregate purchase price of $11.3 million, or an average price per share of $6.43. All such repurchased shares were retired as of December 31, 2025. I TEM 6. RESERVED 27 I TEM 7.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock has been listed and traded on The New York Stock Exchange since August 2, 2000 under the symbol “EVC.” As of March 3, 2025, there were approximately 153 holders of record of our Class A common stock.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock has been listed and traded on The New York Stock Exchange since August 2, 2000 under the symbol “EVC.” As of March 2, 2026, there were approximately 152 holders of record of our Class A common stock.
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.
As a result of the sale of our EGP business, effective July 1, 2024, we realigned our operating segments into two segments – media and ATS – 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.
The disposition of our EGP business, the largest business unit of what was then our digital segment, will have a material effect on our results of operations in that total revenue from our advertising technology & services operations, and consolidated revenue, will 27 be, and is expected to remain, significantly lower than it was prior to the disposition of our EGP business.
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.
Selling, general and administrative expenses in our media segment increased to $42.8 million for the year ended December 31, 2024 from $36.0 million for the year ended December 31, 2023, primarily due to an increase of $4.3 million in salaries and other employee benefits, and an increase of $3.1 million in corporate expenses due to the realignment of our operations as noted above.
Selling, general and administrative expenses in our media segment increased to $44.0 million for the year ended December 31, 2025 from $42.8 million for the year ended December 31, 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.
An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other significant factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows.
Indefinite Life Intangible Assets We believe that our broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other significant factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows.
As a result of the change in fair value of the contingent consideration, primarily related to earnouts of certain past acquisitions, we recognized income of $0.6 million for the year ended December 31, 2024, and an expense of $0.8 million for the year ended December 31, 2023. Impairment.
Change in fair value of contingent consideration. As a result of the change in fair value of the contingent consideration, primarily related to earnouts of certain past acquisitions, we recognized income of $0.6 million for the year ended December 31, 2024. Impairment.
If the SOFR were to increase by a hypothetical 100 basis points, or one percentage point, from its December 31, 2024 level, our annual interest expense would increase and cash flow from operations would decrease by $1.9 million based on the outstanding balance of our term loan as of December 31, 2024.
For example, if the SOFR were to increase or decrease by a hypothetical 100 basis points, or one percentage point, from its December 31, 2025 level, our annual interest expense would increase or decrease, respectively, and cash flow from operations would decrease or increase, respectively, by $1.7 million based on the outstanding balance of our term loan as of December 31, 2025.
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 currently believe that our cash position is sufficient to meet our operating and capital expenses and debt service requirements for at least the next twelve months from the issuance of this report.
In general, most of our media operations face declining audiences, which we believe is present across the broadcast industry, competitive factors with the other major Spanish-language broadcasters, and changing demographics and preferences of audiences, particularly younger audiences, in terms of the media they prefer to view, including streaming and social media.
Most of our broadcast stations face declining audiences, which we believe is the situation across the 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.
Commitments and Contractual Obligations Our material contractual obligations at December 31, 2024 which are not reflected as liabilities in the Consolidated Balance Sheets include media research and ratings providers, to provide television and radio audience measurement services, of approximately $34.0 million, and other amounts consist primarily of obligations for software licenses utilized by our sales team of approximately $5.5 million.
Commitments and Contractual Obligations Our material contractual obligations at December 31, 2025 which are not reflected as liabilities in the Consolidated Balance Sheets include media research and ratings providers, to provide television and radio audience measurement services, of approximately $25.2 million, and other amounts consist primarily of obligations for software licenses utilized by our sales team of approximately $3.6 million.
Our net revenue for the year ended December 31, 2024 was $364.9 million. Of this amount, revenue generated by our media segment accounted for approximately 61%, and revenue generated by our advertising technology & services segment accounted for approximately 39% of total revenue. See "Item 1.
Our net revenue for the year ended December 31, 2025 was $447.6 million. Of this amount, revenue generated by our media segment accounted for approximately 39%, and revenue generated by our advertising technology & services segment accounted for approximately 61% of total revenue. See "Item 1.
Selling, general and administrative expenses increased to $62.9 million for the year ended December 31, 2024 from $49.8 million for the year ended December 31, 2023.
Selling, general and administrative expenses increased to $66.8 million for the year ended December 31, 2025 from $62.9 million for the year ended December 31, 2024.
We believe that our position is strengthened by cash and cash equivalents on hand, in the amount of $95.9 million, and available for sale marketable securities in the additional amount of $4.7 million, as of December 31, 2024. Our liquidity is not materially affected by the amounts held in accounts outside the United States.
We believe that our position is strengthened by cash and cash equivalents on hand, in the amount of $59.4 million, and available for sale marketable securities in the additional amount of $3.8 million, as of December 31, 2025. Our liquidity is not materially affected by the amounts held in accounts outside the United States.
Significant non-cash items for the year ended December 31, 2024 included impairment charges of $110.7 million, the loss on sale related to our former EGP business of $45.2 million, depreciation and amortization expense of $20.8 million, non-cash stock based compensation of $13.8 million, income related to the change in fair value of contingent consideration of $13.2 million, deferred income taxes of $10.3 million, and income attributable to redeemable noncontrolling interest of $2.8 million.
Significant non-cash items for the year ended December 31, 2024 included impairment charges of $110.7 million, the loss on sale related to our former EGP business of $45.2 million, depreciation and amortization expense of $20.8 million, non-cash stock based compensation of $13.8 million, income related to the change in fair value of contingent consideration of $13.2 million, deferred income taxes of $10.3 million, and income attributable to redeemable noncontrolling interest of $2.8 million. 33 Net cash flow used in investing activities was $6.1 million for the year ended December 31, 2025, compared to $26.8 million for the year ended December 31, 2024.
For the year ended December 31, 2024, we incurred an impairment charge of $61.2 million, of which $43.3 million was related to goodwill impairment and $17.9 million was related to certain FCC licenses in our media segment.
For the year ended December 31, 2024, we incurred impairment charges of $61.2 million, of which $43.3 million was related to goodwill impairment and $17.9 million was related to certain FCC licenses in our media segment. Loss on lease abandonment.
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.
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 at least for the foreseeable future and possibly permanently.
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.
While we believe that none of these new technologies and services can completely replace local broadcast stations due to the element of localism that traditional broadcasting offers, the challenges we face in our broadcast operations from new technologies and services will persist and continue to present significant challenges, requiring attention, adaptability and action from management.
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.
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. Our digital segment was the largest segment in terms of revenue and our EGP business was the largest component of our digital segment.
We are also exposed to market risk from changes in the base rates on our 2023 Credit Facility. 33 Interest Rates As of December 31, 2024, we had $187.8 million of variable rate bank debt outstanding under our 2023 Credit Facility.
We are also exposed to market risk from changes in the base rates on our Credit Facility. Interest Rates As of December 31, 2025, we had $167.7 million of variable rate bank debt outstanding under our Credit Facility.
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.
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. See Note 2 to Notes to Consolidated Financial Statements.
The disc ussion and analysis of our financial condition and results of operations for 2024 compared to 2023 appears below. As a smaller reporting company, we have chosen to omit the discussion and analysis of our financial condition and results of operations for 2023 compared to 2022.
The disc ussion and analysis of our financial condition and results of operations for 2025 compared to 2024 appears below. As a smaller reporting company, we have chosen to omit the discussion and analysis of our financial condition and results of operations for 2024 compared to 2023. OVERVIEW We are a global media and advertising technology company.
Foreign currency loss. We had a foreign currency loss of $0.7 million for the year ended December 31, 2024 compared to a foreign currency loss of $2.0 million for the year ended December 31, 2023. Foreign currency gains and losses are primarily due to currency fluctuations that affect our operations located outside the United States. Other operating (gain) loss.
We had a foreign currency loss of $0.5 million for the year ended December 31, 2025 compared to a foreign currency loss of $0.7 million for the year ended December 31, 2024. Foreign currency gains and losses are primarily due to currency fluctuations that affect our operations located outside the United States. Interest Expense, net.
This increase was primarily due to an increase of $18.8 million in broadcast advertising revenue, driven by political advertising revenue, an increase of $8.7 million in digital advertising revenue, and an increase of $2.2 million in other revenue, partially offset by a decrease of $1.3 million in spectrum usage rights revenue and a decrease of $2.7 million in retransmission consent revenue.
This decrease was primarily due to a decrease of $39.8 million in 31 broadcast advertising revenue, a decrease of $4.4 million in retransmission consent revenue, a decrease of $0.7 million in spectrum usage rights revenue, and a decrease of $2.0 million in other revenue, partially offset by an increase of $1.6 million in digital advertising revenue.
Net cash flow used in financing activities was $57.7 million for the year ended December 31, 2024, compared to $64.2 million for the year ended December 31, 2023.
Net cash flow used in financing activities was $41.0 million for the year ended December 31, 2025, compared to $57.7 million for the year ended December 31, 2024.
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 2024, we made an additional prepayment of $10.0 million under our Credit Facility, of which $4.9 million was a mandatory prepayment as a result of the EGP disposition. In June 2025, we made an additional prepayment of $10.0 million under our Credit Facility.
Realized gain (loss) on marketable securities. We recorded a realized loss on marketable securities of $0.1 million for each of the years ended December 31, 2024 and 2023. Income Tax Expense or Benefit. Income tax expense for the year ended December 31, 2024 was $4.1 million.
We recorded a realized loss on marketable securities of $0.1 million for the year ended December 31, 2024. Income Tax Expense or Benefit. Income tax benefit for the year ended December 31, 2025 was $18.0 million.
In addition, currency fluctuations or a weakening U.S. dollar can increase the amount of operating expense of our international operations, which are primarily related to our advertising technology & services operations.
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.
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.
We have previously noted a trend on a global basis in our ATS operations whereby advertisers are demanding more efficiency and lower cost from intermediaries like us. In response to this general trend, we have been offering our programmatic purchasing platform, Smadex, to advertisers, which lowers cost to our advertising customers.
This increase was primarily attributable to an increase of $6.8 million in selling, general and administrative expenses in our media segment and an increase of $6.3 million in selling, general and administrative expenses in our advertising technology & services segment. Depreciation and Amortization.
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 $2.7 million in selling, general and administrative expenses in our advertising technology & services segment. Depreciation and Amortization.
Credit Facility On March 17, 2023, we entered into the 2023 Credit Facility, pursuant to the 2023 Credit Agreement, by and among us, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”).
Credit Facility On March 17, 2023, we entered into our Credit Facility, pursuant to the Original 2023 Credit Agreement, by and among us, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively, the “Lenders”). The Original 2023 Credit Agreement amended, restated and replaced in its entirety our previous credit agreement.
Direct Operating Expenses. Direct operating expenses increased to $136.3 million for the year ended December 31, 2024 from $113.2 million for the year ended December 31, 2023.
Direct operating expenses increased to $156.8 million for the year ended December 31, 2025 from $136.3 million for the year ended December 31, 2024.
Other than the foregoing commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities.
We have also entered into employment agreements with certain of our key employees, including our current Chief Executive Officer. Other than the foregoing commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities.
We leased approximately 38,000 square feet of space in the building housing our previous corporate headquarters under a lease that expires January 31, 2034. Our management decided to vacate the facility in February 2025 and cease making further lease payments.
We leased approximately 38,000 square feet of space in the building housing our previous corporate headquarters under 24 a lease that was due to expire January 31, 2034. Following a decision by our management, we vacated the facility in February 2025 and ceased making further lease payments.
To the extent that our then-current liquidity is insufficient to fund our business activities or if we do not remain in compliance with our financial covenants under the 2023 Credit Agreement, as a result of not achieving financial projections or otherwise, we may be required to take additional actions which could include seeking additional equity or debt financing in the future to satisfy capital requirements.
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 Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements.
Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized.
Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the design and operating effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). 34 Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
This increase was primarily attributable to an increase of $14.1 million in direct operating expenses in our media segment and an increase of $9.0 million in direct operating expenses in our advertising technology & services segment. Selling, General and Administrative Expenses.
This increase was primarily due to an increase of $21.9 million in direct operating expenses in our advertising technology & services segment, partially offset by a decrease of $1.4 million in direct operating expenses in our media segment. Selling, General and Administrative Expenses.
Cost of revenue in our media segment increased to $16.7 million for the year ended December 31, 2024 from $11.0 million for the year ended December 31, 2023, primarily due to the increase in digital advertising revenue. Direct operating expenses .
Cost of revenue in our media segment increased to $18.2 million for the year ended December 31, 2025 from $16.7 million for the year ended December 31, 2024, primarily due to the increase in costs associated with the increase in digital advertising revenue and a decrease in gross margins. Direct operating expenses .
We recorded a loss on debt extinguishment of $0.1 million for the year ended December 31, 2024 due to prepayments totaling $20.0 million under our 2023 Credit Facility. We recorded a loss on debt extinguishment of $1.6 million for the year ended December 31, 2023 due to the refinancing of our previous credit facility with our 2023 Credit Facility.
We recorded a loss on debt extinguishment of $0.1 million for the year ended December 31, 2024 due to prepayments totaling $20.0 million under our Credit Facility. 30 Realized gain (loss) on marketable securities. We recorded a de minimis amount of realized gain on marketable securities for the year ended December 31, 2025.
We expect to have positive cash flow from operating activities for the 2025 year. The decrease in cash flow provided by operating activities was partially offset by increase in net changes in our working capital of $58.6 million for the year ended December 31, 2024 compared to $36.6 million for the year ended December 31, 2023.
The decrease in cash flow from operating activities was primarily due to a decrease in net changes in our working capital of positive $9.1 million for year ended December 31, 2025 compared to positive $58.6 million for the year ended December 31, 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 $85.5 million for the year ended December 31, 2024 from $66.3 million for the year ended December 31, 2023, primarily due to the increase in digital advertising revenue.
Cost of revenue . Cost of revenue in our advertising technology & services segment increased to $165.9 million for the year ended December 31, 2025 from $85.5 million for the year ended December 31, 2024, primarily due to costs associated with the increase in digital advertising revenue.
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 net loss attributable to common stockholders of $79.2 million, $148.9 million and $15.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. We had positive cash flow from operations of $10.6 million, $74.7 million and $75.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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.
However, there can be no assurance that future inflation would not have an adverse impact on our operating results and financial condition . I TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General Market risk represents the potential loss that may affect our financial position, results of operations and/or cash flows due to adverse changes in the financial markets.
Direct operating expenses in our advertising technology & services segment increased to $25.3 million for the year ended December 31, 2024 from $16.3 million for the year ended December 31, 2023, primarily due to an increase of $5.9 million in cloud infrastructure expenses and an increase of $3.1 million in salaries. Selling, General and Administrative Expenses.
Direct operating expenses in our advertising technology & services segment increased to $47.2 million for the year ended December 31, 2025 from $25.3 million for the year ended December 31, 2024, primarily due to an increase of $17.0 million in cloud infrastructure expenses, an increase of $4.5 million in salaries and bonus expense, and an increase of $0.4 million in other items which were individually immateri al.
The decrease in cash flow used in financing activities was primarily due to payments of contingent consideration of $15.7 million for the year ended December 31, 2024 compared to $35.1 million for the year ended December 31, 2023, distributions to noncontrolling interest of $1.1 million for the year ended December 31, 2024 compared to $3.4 million for the year ended December 31, 2023, and payments of $1.8 million of debt issuance costs for the year ended December 31, 2023 as a result of the refinancing of our credit facility.
The decrease in cash flow used in financing activities was primarily due to payments of contingent consideration of $15.7 million and distributions to noncontrolling interest of $1.1 million for the year ended December 31, 2024, which did not recur in the year ended December 31, 2025.
Net revenue increased to $364.9 million for the year ended December 31, 2024 from $297.0 million for the year ended December 31, 2023. This increase was primarily attributable to an increase of $25.8 million in advertising revenue from our media segment, and an increase of $42.1 million in advertising revenue from our advertising technology & services segment. Cost of revenue.
Net revenue increased to $447.6 million for the year ended December 31, 2025 from $364.9 million for the year ended December 31, 2024. This increase was primarily due to an increase of $128.0 million in net revenue from our advertising technology & services segment, partially offset by a decrease of $45.4 million in net revenue from our media segment.
For more information, see Item 1A, "Risk Factors", Note 10 to Notes to Consolidated Financial Statements, and the 2023 Credit Agreement itself, which is filed as an exhibit to this report. Consolidated EBITDA Consolidated EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure to consolidated EBITDA is net income (loss) attributable to common stockholders.
For more information, see Item 1A, "Risk Factors", Note 9 to Notes to Consolidated Financial Statements, and the Amended Credit Agreement, which is filed as an exhibit to this report.
This decrease was primarily due to a decrease of $1.9 million in salaries and bonus expense, a decrease of $3.9 million in non-cash stock-based compensation, a decrease of $3.2 million in professional services expense, and a decrease of $4.8 million in corporate expenses due to the realignment of our operations from three to two segments, as noted above.
This decrease was 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 $2.9 million in non-cash stock-based compensation, a decrease of $1.1 million in severance expense, a decrease of $1.3 million in audit fees and other professional service, a decrease of $0.7 million in rent expense, a decrease of $0.3 million in cloud expense, and a decrease of $1.5 million in corporate expenses due to the realignment of our operations as noted above.
We also lease certain facilities and broadcast equipment in the operation of our business. See Notes 8 and 20 to Notes to Consolidated Financial Statements. I TEM 3.
We also lease certain facilities and broadcast equipment in the operation of our business. See Notes 7 and 17 to Notes to Consolidated Financial Statements. I TEM 3. LEGAL PROCEEDINGS We are subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business.
The increase was offset by other items which were individually immaterial. Advertising Technology & Services Net Revenue. Net revenue in our advertising technology & services segment increased to $142.9 million for the year ended December 31, 2024 from $100.8 million for the year ended December 31, 2023.
The increase was partially offset by a decrease in rent expense of $1.0 million . Advertising Technology & Services Net Revenue. Net revenue in our advertising technology & services segment increased to $270.9 million for the year ended December 31, 2025 from $142.9 million for the year ended December 31, 2024.
Our advertising and technology services segment provides programmatic advertising and technology services through Smadex, our demand-side programmatic advertising purchasing platform, and Adwake, our performance-based media advertising agency. In 2024 we discontinued and divested a significant portion of Entravision’s operations, which largely consisted of a collection of acquisitions that had been completed prior to 2024.
Smadex is our demand-side platform, which uses proprietary AI to automate media buying. Adwake is our performance-based digital marketing 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.
In evaluating our ability to realize net deferred tax assets, we consider all reasonably available evidence including our past operating results, tax strategies and forecasts of future taxable income. In considering these factors, we make certain assumptions and judgments that are based on the plans and estimates used to manage our business.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 35 In evaluating our ability to realize net deferred tax assets, we consider all reasonably available evidence including our past operating results, tax strategies and forecasts of future taxable income.
Cash Flow Net cash flow provided by operating activities was $74.7 million for the year ended December 31, 2024, compared to net cash flow provided by operating activities of $75.2 million for the year ended December 31, 2023. The decrease in cash flow from operating activities was primarily due to a decrease in net income after adjusting for non-cash items.
Cash Flow Net cash flow provided by operating activities was $10.6 million for the year ended December 31, 2025, compared to net cash flow provided by operating activities of $74.7 million for the year ended December 31, 2024.
Long-Lived Assets, Including Intangibles Subject to Amortization Depreciation and amortization of our long-lived assets is provided using the straight-line method over their estimated useful lives.
The assumptions we make about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Long-Lived Assets, Including Intangibles Subject to Amortization Depreciation and amortization of our long-lived assets is provided using the straight-line method over their estimated useful lives.

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