Entravision Communications
Annual Report 2019

Plain-text annual report

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Yes (cid:4) No ⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No ⌧ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No (cid:4) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No (cid:4) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Smaller reporting company Accelerated filer Emerging growth company (cid:4) (cid:4) (cid:4) ⌧ (cid:4) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:4) No ⌧ The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2019 was approximately $215,153,406 (based upon the closing price for shares of the registrant’s Class A common stock as reported by The New York Stock Exchange for the last trading date prior to that date). As of March 11, 2020, there were 60,074,698 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, 14,927,613 shares, $0.0001 par value per share, of the registrant’s Class B common stock outstanding and 9,352,729 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding. Portions of the registrant’s Proxy Statement for the 2020 Annual Meeting of Stockholders scheduled to be held on May 28, 2020 are incorporated by a reference in Part III hereof. (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:41)(cid:50)R(cid:48) 10(cid:16)(cid:46) (cid:41)(cid:50)R T(cid:43)(cid:40) (cid:41)I(cid:54)(cid:38)(cid:36)(cid:47) (cid:60)(cid:40)(cid:36)R (cid:40)(cid:49)(cid:39)(cid:40)(cid:39) (cid:39)(cid:40)(cid:38)(cid:40)(cid:48)(cid:37)(cid:40)R (cid:22)1(cid:15) 201(cid:28) T(cid:36)(cid:37)(cid:47)(cid:40) (cid:50)(cid:41) (cid:38)(cid:50)(cid:49)T(cid:40)(cid:49)T(cid:54) P(cid:36)RT I ITEM 1. BUSINESS....................................................................................................................................................................... ITEM 1A. RISK FACTORS ............................................................................................................................................................. ITEM 1B. UNRESOLVED STAFF COMMENTS .......................................................................................................................... ITEM 2. PROPERTIES .................................................................................................................................................................. ITEM 3. LEGAL PROCEEDINGS................................................................................................................................................ ITEM 4. MINE SAFETY DISCLOSURES ................................................................................................................................... P(cid:36)RT II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES..................................................................................................................... ITEM 6. SELECTED FINANCIAL DATA................................................................................................................................... ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................................................................................................................................. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................ ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ................................................................................ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................................................................................................................................................................. ITEM 9A. CONTROLS AND PROCEDURES................................................................................................................................ ITEM 9B. OTHER INFORMATION ............................................................................................................................................... P(cid:36)RT III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ........................................................ ITEM 11. EXECUTIVE COMPENSATION................................................................................................................................... ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ........................................................................................................................................ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE............. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ................................................................................................. P(cid:36)RT IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ...................................................................................... ITEM 16. FORM 10-K SUMMARY ............................................................................................................................................... SIGNATURES .................................................................................................................................................................................... POWER OF ATTORNEY .................................................................................................................................................................. Pa(cid:74)e 4 31 43 43 43 43 44 45 47 67 68 68 68 72 73 73 73 73 73 74 77 78 78 2 (cid:41)(cid:50)R(cid:58)(cid:36)R(cid:39)(cid:16)(cid:47)(cid:50)(cid:50)(cid:46)I(cid:49)(cid:42) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to: • • • • • • • • • • • • • • • • • • • • • risks related to our substantial indebtedness or our ability to raise capital; provisions of our debt instruments, including the agreement dated as of November 30, 2017, as amended as of April 30, 2019, or the 2017 Credit Agreement, which governs our current credit facility, or the 2017 Credit Facility, the terms of which restrict certain aspects of the operation of our business; our continued compliance with all of our obligations under the 2017 Credit Agreement; cancellations or reductions of advertising due to the then current economic environment or otherwise; advertising rates remaining constant or decreasing; rapid changes in digital advertising; the impact of rigorous competition in Spanish-language media and in the advertising industry generally; the impact of changing preferences, if any, among U.S. Hispanic audiences for Spanish-language programming, especially among younger age groups; the impact of changing preferences, if any, among audiences favoring newer forms of media over traditional media, such as television and radio; the ability to keep up with rapid technological and other changes, and compete effectively, in new forms of media, including digital media, and changes within digital media; the possible impact on our business as a result of changes in the way market share is measured by third parties; our relationship with Univision Communications Inc., or Univision; the extent to which we continue to generate revenue under retransmission consent agreements; subject to restrictions contained in the 2017 Credit Agreement, the overall success of our acquisition strategy and the integration of any acquired assets with our existing operations; our ability to implement effective internal controls to address the material weakness identified in this report; industry-wide market factors and regulatory and other developments affecting our operations; the ability to manage our growth effectively, including having personnel and other resources for both operational and administrative functions; uncertain economic conditions, including without limitation those resulting from a public health crisis such as the COVID-19 coronavirus; the impact of any potential future impairment of our assets; risks related to changes in accounting interpretations; consequences of, and uncertainties regarding, foreign currency exchange including fluctuations thereto from time to time; 3 • • • legal, political and other risks associated with our operations located outside the United States; the effect of changes in broadcast transmission standards by the Advanced Television Systems Committee's 3.0 standard (“ATSC 3.0”), as they are adopted in the broadcast industry and as they may impact our ability to monetize our spectrum assets; and the uncertainty and impact, including additional and/or changing costs, of mandates and other obligations that may be imposed upon us as a result of federal healthcare laws. For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors,” beginning at page 31 below. IT(cid:40)(cid:48) 1(cid:17) (cid:37)(cid:56)(cid:54)I(cid:49)(cid:40)(cid:54)(cid:54) 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. Introduct(cid:76)on (cid:50)(cid:89)er(cid:89)(cid:76)e(cid:90) We are a leading global media company that, through our television and radio segments, reaches and engages U.S. Hispanics across acculturation levels and media channels. Additionally, our digital segment, whose operations are located primarily in Spain, Mexico, Argentina and other countries in Latin America, reaches a global market. Our operations encompass integrated marketing and media solutions, comprised of television, radio and digital properties and data analytics services. For financial reporting purposes, we report in three segments based upon the type of advertising medium: television, radio and digital. We own and/or operate 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. Our television operations comprise the largest affiliate group of both the top-ranked Univision television network and Univision’s UniMás network, with television stations in 19 of the nation’s top 50 U.S. Hispanic markets. According to Nielsen Holdings plc, or Nielsen, Univision’s primary network is the most watched television network (English- or Spanish-language) among U.S. Hispanic households during primetime. Univision is a key source of programming for our television broadcasting business and we consider it to be a valuable strategic partner of ours. For a more complete discussion of our relationship with Univision, please see “Our Relationship with Univision” and “Television – Television Programming” below and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”; and for a discussion of various risks related to our relationship with Univision, please see “Risk Factors.” We own and operate one of the largest groups of primarily Spanish-language radio stations in the United States. We own and operate 49 radio stations in 16 U.S. markets. Our radio stations consist of 38 FM and 11 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. We also sell advertisements and syndicate radio programming to more than 100 markets across the United States. We provide digital advertising solutions that allow advertisers to reach primarily online Hispanic audiences worldwide. We operate proprietary technology and data platforms that deliver digital advertising in various advertising formats that allow advertisers to reach audiences across a wide range of Internet-connected devices on our owned and operated digital media sites, the digital media sites of our publisher partners, and on other digital media sites we access through third-party platforms and exchanges. We generate revenue primarily from sales of national and local advertising time on television stations, radio stations and digital media platforms, retransmission consent agreements that are entered into with multichannel video programming distributors, or MVPDs, and from agreements associated with our television stations’ spectrum usage rights. Advertising rates are, in large part, based on each medium’s ability to attract audiences in demographic groups targeted by advertisers. In our television and radio segments, we recognize advertising revenue when commercials are broadcast. In our digital segment, we recognize advertising revenue when display or other digital advertisements record impressions on the websites of our third party publishers or as the advertiser’s previously agreed-upon performance criteria are satisfied. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts we have entered into directly with agencies, we record net revenue from these agencies. We refer to the revenue generated by agreements with MVPDs as retransmission consent revenue, which 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. We recognize retransmission consent revenue earned as the television signal is delivered to an MVPD. 4 Seasonal revenue fluctuations are common in our industry and are due primarily to variations in advertising expenditures by both local and national advertisers. Our first fiscal quarter generally produces the lowest net revenue for the year. In addition, advertising revenue is generally higher during presidential election years (2020, 2024, etc.), resulting from significant political advertising and, to a lesser degree, Congressional mid-term election years (2022, 2026, etc.), resulting from increased political advertising, compared to other years. Our licenses from the Federal Communications Commission, or FCC, grant us spectrum usage rights within each of the television markets in which we operate. We regard these rights as a valuable asset. With the proliferation of mobile devices and advances in technology that have freed up spectrum capacity, the monetization of our spectrum usage rights has become a significant part of our business in recent years. We generate revenue from agreements associated with these television stations’ spectrum usage rights from a variety of sources, including but not limited to agreements with third parties to utilize spectrum for the broadcast of their multicast networks; charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with our broadcasting operations; and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue generated by such agreements is recognized over the period of the lease or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. In addition, subject to certain restrictions contained in our 2017 Credit Agreement, we will consider strategic acquisitions of television stations to further this strategy from time to time, as well as additional monetization opportunities expected to arise as the television broadcast industry implements the standards contained in ATSC 3.0. Our net revenue for the year ended December 31, 2019 was approximately $273.6 million. Of this amount, revenue generated by our television segment accounted for approximately 55%, revenue generated by our digital media segment accounted for approximately 25%, and revenue generated by our radio segment accounted for approximately 20%, of total revenue. Our primary expenses are employee compensation, including commissions paid to our sales staff and amounts paid to our national representative firms, as well as expenses for general and administrative functions, promotion and selling, engineering, marketing, and local programming. Our local programming costs for television consist primarily of costs related to producing a local newscast in most of our markets. Cost of revenue related to our television segment consists primarily of the carrying value of spectrum usage rights that were surrendered in the FCC auction for broadcast spectrum. In addition, cost of revenue related to our digital media segment consists primarily of the costs of online media acquired from third-party publishers and third party server costs. Direct operating expenses include salaries and commissions of sales staff, amounts paid to national representation firms, production and programming expenses, fees for ratings services, and engineering costs. Corporate expenses consist primarily of salaries related to corporate officers and back office functions, third party legal and accounting services, and fees incurred as a result of being a publicly traded and reporting company. Our principal executive offices are located at 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com. We were organized as a Delaware limited liability company in January 1996 to combine the operations of our predecessor entities. On August 2, 2000, we completed a reorganization from a limited liability company to a Delaware corporation. On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC.” (cid:37)u(cid:86)(cid:76)ne(cid:86)(cid:86) (cid:54)trate(cid:74)(cid:92) Our strategy is to reach Hispanic audiences primarily in the United States, Mexico and other markets in Latin America. We own and/or operate media properties in 14 of the 20 highest-density U.S. Hispanic markets. In addition, among the top 25 U.S. Hispanic markets, we own and/or operate media properties in 10 of the 15 fastest-growing markets. We believe that targeting the U.S. Hispanic market will continue to translate into revenue growth in the future, including for the following reasons: • • U.S. Hispanic Population Growth. Our audience consists primarily of Hispanics, one of the fastest-growing segments of the U.S. population and, by current U.S. Census Bureau estimates, now the largest minority group in the United States. More than 59 million Hispanics live in the United States, accounting for approximately 18% of the total U.S. population, according to the U.S. Census Bureau. The overall Hispanic population is growing at eight times the rate of the non- Hispanic population and is expected to grow to 72 million, or approximately 21% of the total U.S. population, by 2024. Approximately 66% of the total future growth in the U.S. population through 2024 is expected to come from the Hispanic community. Spanish-Language Use. Approximately 78% of Hispanics age five and over in the United States speak some Spanish, while approximately 64% of U.S. Hispanics are bilingual and 32% are Spanish dominant, according to Geoscape, a business unit of Claritas LLC, or Geoscape. 5 • • • Increasing U.S. Hispanic Buying Power. The U.S. Hispanic population is projected to account for total consumer expenditures of over $959 billion in 2019, according to Geoscape. With an average expected household income of $69,000 in 2019, Hispanic household income is growing at a faster rate than non-Hispanic household income and is projected to reach an aggregate of $1.6 trillion in 2024. Attractive Profile of U.S. Hispanic Consumers. We believe that the demographic profile of the U.S. Hispanic audience makes it attractive to advertisers. We also believe that the larger average size and younger median age of Hispanic households (averaging 3.3 persons and 31.7 years of age as compared to the U.S. non-Hispanic averages of 2.4 persons and 45.8 years of age) lead Hispanics to spend more per household in many categories of goods and services. Although the average U.S. Hispanic household has less disposable income than the average non-Hispanic U.S. household, the average U.S. Hispanic household spends 2% more per year than the average U.S. non-Hispanic household on food at home, 9% more on quick service restaurants, 32% more on children’s clothing, 21% more on footwear, 11% more on soaps, detergents and other cleaning products and 18% more on cellular phone services. We expect U.S. Hispanics to continue to account for a disproportionate share of growth in spending nationwide in many important consumer categories as the U.S. Hispanic population and its disposable income continue to grow. Spanish-Language Advertising. According to AdAge, over $9.4 billion of total advertising expenditures in the United States were placed with Spanish-language media in 2018, the most recent year for which such data is available, of which approximately 90% was placed with Spanish-language television, radio and digital advertising. We seek to increase our revenue through the following strategies: Develop Unique and Compelling Content and Strong Brands While Effectively Using the Brands of Our Network Affiliates. We make substantial investments in areas such as market research, data analysis and creative talent to license and create content for our television, radio and digital properties that is relevant and has a meaningful impact on the communities we serve. Our television operations comprise the largest affiliate group of both the top-ranked Univision primary television network and Univision’s UniMás network. Univision’s primary network, together with its UniMás network, have 31% more television prime time audience share than the Telemundo network among Hispanics 2+ years of age as of May 2019, according to Nielsen. In addition, Univision reports that the UniMás network was set to finish 2019 as the third most viewed Spanish-language broadcaster in prime time, behind Univision and Telemundo. Univision makes its networks’ Spanish-language programming available to our television stations 24 hours a day, seven days a week, including a prime time schedule on its primary network of substantially all first-run programming throughout the year. We believe that the breadth and diversity of Univision’s programming, combined with our local news and community-oriented segments, provide us with an advantage over other Spanish-language and English-language media in reaching U.S. Hispanic viewers. Our local content is designed to meet the needs of our communities and brand each of our stations as the best source for relevant community information that accurately reflects local interests and needs. We format the programming of our radio networks and radio stations in an effort to capture a substantial share of the U.S. Hispanic audience in each of our radio markets. We operate each of our three radio networks using a format designed to appeal to different listener tastes. In markets where competing stations already offer programming similar to our network formats, or where we otherwise identify an available niche in the marketplace, we run alternative programming that we believe appeals to local listeners. Develop Local Content, Programming and Community Involvement. We believe that local content and service to the community in each of our markets is an important part of building our brand identity and providing meaningful local service within those markets. By combining our local news, local content and quality network programming, we believe that we have a significant competitive advantage. We also believe that our active community involvement, including station remote broadcasting appearances at client events, concerts and tie-ins to major events, helps to build company and station awareness and identity as well as viewer and listener loyalty. We also promote civic involvement and inform our listeners and viewers of significant developments affecting their communities. Distribute News and Other Content Across Our Television, Radio and Digital Properties. We develop our own news, entertainment and lifestyle content, radio shows and podcasts including “Neteando con Kate y Jessica”, featuring actress Kate del Castillo, and produce a Sunday morning political talk show, “Política Ya with Tsi-Tsi-Ki Félix”. We also employ our own White House correspondent in Washington, D.C. We distribute this content across our television, radio and digital properties. In addition, through Entravision Radio Network, we syndicate, distribute and sell some of our radio programs including “El Show de Piolin” and “El Show de Alex ‘El Genio’ Lucas” across a network of more than 300 radio stations, which includes our radio stations as well as other radio stations that we do not own or operate, in more than 100 markets throughout the United States. In addition, we broadcast and syndicate National Football League, or NFL, games, such as Sunday Night Football, Monday Night Football, the NFL playoffs, including the Super Bowl, and the Pro Bowl, in Spanish, on 16 radio stations. We also broadcast Mexican National Soccer team matches through our partner Futbol de Primera, including a one-hour soccer program with general soccer updates and interviews, on 14 radio stations. We will also broadcast the 2022 FIFA World Cup. 6 Extend the Reach and Accessibility of Our Brands Through Our Digital Segment. In recent years, we have also expanded the distribution of our content through our digital platforms, such as the content we offer on the Internet and mobile phones. We believe that our digital segment offers opportunities to further enhance the relationships we have with our audiences by allowing them to engage and share our content in new ways, while providing us with new distribution channels for one-to-one communication with them. Continuing to Offer Advertisers an Integrated Platform of Services. We believe that our diversified media portfolio provides us with a competitive advantage in targeting the Hispanic consumer. We offer advertisers the opportunity to reach potential customers through an integrated platform of services that includes television, radio and digital properties. Currently, we operate some combination of television and radio in 11 markets, which we sometimes refer to as combination markets, and, where possible, we also combine our television and radio operations, which have the effect of creating certain cost savings. In all of our markets, we believe that our digital platforms complement our television and/or radio operations in an effort to create value-added advertising opportunities for our advertisers. Continuing to Innovate and Invest in Technology and Data. We continue to make investments in our digital media segment, including sales tools and research and development, to further increase the efficiency and effectiveness of our television, radio and digital media advertising platforms. Monetize our Spectrum Assets. In recent years, with the proliferation of mobile devices and advances in technology that have freed up spectrum capacity, the monetization of our spectrum usage rights has become a significant part of our business. We generate revenue from agreements associated with these television stations’ spectrum usage rights from a variety of sources, including but not limited to agreements with third parties to utilize spectrum for the broadcast of their multicast networks; charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations; and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. With more advances in technology, and the anticipated implementation of ATSC 3.0, we intend to continue to generate revenue from our spectrum assets. Target Strategic Acquisitions and Investments. We intend to continue to evaluate opportunities to acquire complementary businesses and technologies that are consistent with our overall growth strategy. We believe that our knowledge of, and experience with, the U.S. Hispanic marketplace will enable us to identify acquisitions of television, radio and digital properties. Since our inception, we have used our management expertise, programming, local involvement and brand identity to improve our acquired media properties and audience reach. However, we are currently subject to certain limitations on acquisitions under the terms of the 2017 Credit Agreement. Please see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” below. (cid:36)c(cid:84)u(cid:76)(cid:86)(cid:76)t(cid:76)on and (cid:39)(cid:76)(cid:86)(cid:83)o(cid:86)(cid:76)t(cid:76)on (cid:54)trate(cid:74)(cid:76)e(cid:86) Historically, our acquisition strategy has been focused on increasing our presence in those markets in which we already compete, as well as expanding our operations into U.S. Hispanic markets where we do not own properties. We have targeted fast- growing and high-density U.S. Hispanic markets. These have included many markets in the southwestern United States, including Texas, California and various other markets along the United States/Mexican border. In addition, we have pursued other acquisition opportunities in key strategic markets, or those which otherwise supported our long-term growth plans. We plan to continue to evaluate opportunities to make future acquisitions as opportunities present themselves, including digital companies, spectrum assets with high potential for future monetization, and additional media properties in existing markets that will enhance our offerings primarily to the U.S. Hispanic marketplace and create opportunities to save costs on overhead. We are subject to certain limitations on acquisitions under the terms of the 2017 Credit Agreement. We cannot at this time determine the effect that these limitations will have on our acquisition strategy or our overall business. Please see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”. In addition, we periodically review our portfolio of media properties and, from time to time, have divested non-core assets where we do not see the opportunity to grow to scale. We are subject to certain limitations on divestitures under the terms of the 2017 Credit Agreement. We cannot at this time determine the effect that these limitations will have on our disposition strategy or our overall business. Please see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”. 7 (cid:50)ur Relat(cid:76)on(cid:86)(cid:75)(cid:76)(cid:83) (cid:90)(cid:76)t(cid:75) (cid:56)n(cid:76)(cid:89)(cid:76)(cid:86)(cid:76)on Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation agreement with Univision provides certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. Under the network affiliation agreement, we retain the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision. Under the network affiliation agreement, Univision acts as our exclusive third-party sales representative for the sale of certain national advertising on our Univision- and UniMás-affiliate television stations, and we pay certain sales representation fees to Univision relating to sales of all advertising for broadcast on our Univision- and UniMás-affiliate television stations. We also generate revenue under two marketing and sales agreements with Univision, which give us the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C. Under the current proxy agreement we have entered into with Univision, we grant Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. During the years ended December 31, 2019 and 2018, retransmission consent revenue accounted for approximately $35.4 million and $35.1 million, respectively, of which $27.3 million and $28.2 million, respectively, relate to the Univision proxy agreement. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. On October 2, 2017, we entered into the current network affiliation agreement with Univision, which superseded and replaced our prior network affiliation agreements with Univision. Additionally, on the same date, we entered into the current proxy agreement and current marketing and sales agreements with Univision, each of which superseded and replaced the prior comparable agreements with Univision. The term of each of these current agreements expires on December 31, 2026 for all of our Univision and UniMás network affiliate stations, except that each current agreement will expire on December 31, 2021 with respect to our Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. Univision currently owns approximately 11% of our common stock on a fully-converted basis. Our Class U common stock, all of which is held by Univision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of Univision. In addition, as the holder of all of our issued and outstanding Class U common stock, so long as Univision holds a certain number of shares of Class U common stock, we may not, without the consent of Univision, merge, consolidate or enter into a business combination, dissolve or liquidate our company or dispose of any interest in any FCC license with respect to television stations which are affiliates of Univision, among other things. (cid:50)(cid:89)er(cid:89)(cid:76)e(cid:90) Tele(cid:89)(cid:76)(cid:86)(cid:76)on We own and/or operate Univision-affiliated television stations in 24 markets, including 19 of the top 50 Hispanic markets in the United States. Our television operations comprise the largest affiliate group of both the top-ranked Univision primary television network and Univision’s UniMás network. Univision’s primary network is available in approximately 82% of U.S. Hispanic television households, and is the most watched television network (English- or Spanish-language) among U.S. Hispanic households during prime time among Hispanics 2+ years of age, according to Nielsen. Univision’s primary network, together with its UniMás network, have 31% more prime time audience share than the Telemundo network among Hispanic persons 2+ years of age as of May 2019. We operate both Univision and UniMás affiliates in 20 of our 24 television markets. Univision’s networks make their Spanish-language programming available to our Univision-affiliated stations 24 hours a day, seven days a week. Univision’s prime time schedule on its primary network consists of substantially all first-run programming throughout the year. 8 Tele(cid:89)(cid:76)(cid:86)(cid:76)on Pro(cid:74)ramm(cid:76)n(cid:74) Univision Primary Network Programming. Univision directs its programming primarily toward a young, family-oriented audience. It begins daily with Despierta America, a variety morning program, Monday through Friday, followed by novelas. In the late afternoon and early evening, Univision offers an entertainment magazine, a news magazine and national news, in addition to local news produced by our television stations. During prime time, Univision airs novelas, as well as specials. Prime time is followed by late news. Overnight programming consists primarily of repeats of programming aired previously on the network. Weekend daytime programming begins with children’s programming, and is generally followed by sports, reality, comedy shows and movies. Approximately eight to ten hours of programming per weekday, including a substantial portion of weekday prime time, are currently programmed with novelas supplied primarily by Grupo Televisa, S.A. de C.V., or Televisa. Although novelas have been compared to daytime soap operas on the English-language television networks, the differences are significant. Novelas, originally developed as serialized books, have a beginning, middle and end, generally run five days per week and conclude four to eight months after they begin. Novelas also have a much broader audience appeal than soap operas, delivering audiences that contain large numbers of men, children and teens, in addition to women, unlike soap operas, whose audiences are primarily women. UniMás Network Programming. Univision’s other 24-hour general-interest Spanish-language broadcast network, UniMás, is programmed to meet the diverse preferences of the multi-faceted U.S. Hispanic community. UniMás’s programming includes sports (including boxing, soccer and a morning wrap-up at 6 a.m. similar to ESPN’s programming), movies (including a mix of English- language movies translated into Spanish) and novelas not run on Univision’s primary network, as well as reruns of popular novelas broadcast on Univision’s primary network. Our Local Programming. We believe that our local news brands our stations in our television markets. We shape our local news to relate to and inform our audiences. According to Nielsen, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot in 12 of our television markets among adults 18-34 and 25-54 years of age, including ties, and in 11 markets among adults 18-49 years of age, including ties. We have made substantial investments in people and equipment in order to provide our local communities with what we believe are quality newscasts. Our local newscasts have won numerous awards, and we strive to be one of the most important community voices in each of our local markets. In several of our markets, we believe that our local news is the only significant source of Spanish-language daily news for the Hispanic community. Network Affiliation Agreements. Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our Univision network affiliation agreement provides certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. The Univision network affiliation agreement expires in 2026, except that it expires in 2021 with respect to our Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. Under the Univision network affiliation agreement, we retain the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision. Our network affiliation agreements with HC2 Network Inc., or HC2, give us the right to broadcast Azteca America network programming on XHAS-TV, serving the Tijuana/San Diego market, through June 30, 2020, and on the secondary program streams of KETF-CD, serving the Laredo market, and KVYE-TV, serving the Yuma-El Centro market, pursuant to at-will arrangements. Our network affiliation agreements with Fox Broadcasting Company, or Fox, give us the right to broadcast Fox network programming on KFXV-LD with a simulcast on KXFX-CD, each serving the Matamoros/Harlingen-Weslaco-Brownsville-McAllen market, and KXOF-CD, serving the Laredo market. These agreements expire on December 31, 2022. We also have agreements with Master Distribution Service, Inc., an affiliate of Fox, which give us the right to provide ten hours per week of MyNetworkTV network programming on KFXV-LD, KXOF-CD and KPSE-LD. These agreements expire in September 2020 and may be extended for successive one-year periods by mutual consent of the parties. Our network affiliation agreement with The CW Network, LLC, or CW, gives us the right to broadcast CW network programming through 2021 on KCWT-CD and on the secondary program streams of KFXV-LD and KNVO-TV, each serving the Harlingen-Weslaco-Brownsville-McAllen market, and on XHRIO-TV serving the Matamoros/Harlingen-Weslaco-Brownsville- McAllen market. As a result of changes in regulations in Mexico, we were required to prepay the license fees for our Mexico broadcast licenses for a period of 20 years. We elected not to make the required prepayment for station XHRIO-TV before the deadline to make such prepayment. As a result, we currently expect to stop broadcasting on this station at the end of the current license term, which expires on December 31, 2021. 9 Our network affiliation agreement with NBCUniversal Media, LLC, or NBC, gives us the right to broadcast NBC network programming on KMIR-TV, serving the Palm Springs market, through December 31, 2021. Our network affiliation agreement with Multi Tele Ventas, S.A. de C.V., gives us the right to broadcast Milenio Televisión network programming on XDTV-TV, serving the Tijuana/San Diego market, through April 30, 2020. Our affiliation agreement with Family Worship Center Church, Inc. gives us the right to broadcast SonLife network programming on WJAL-TV, serving the Washington, DC market, through June 2021. We broadcast ION Plus network programming on KMCC-TV, serving the Las Vegas market, pursuant to an at-will arrangement with ION Media Stations, Inc., or ION Media. On January 22, 2020, we entered into an agreement with ION Media to sell television station KMCC-TV, serving the Las Vegas area, for $4.0 million. The transaction, which is subject to customary closing conditions, including the prior consent of the FCC, is currently expected to close in the first half of 2020. We expect that we will continue to broadcast ION Plus network programming on KMCC-TV until the closing of the transaction. Our network affiliation agreement with LATV Networks, LLC, or LATV, gives us the right to broadcast LATV network programming on KTCD-LP, serving the San Diego market, and on secondary program streams of many of our other television stations. Either party may terminate the affiliation with respect to a given station 30 months after the launch of such station. Under the LATV network affiliation agreement, there are no fees paid for the carriage of programming, and we generally retain the right to sell approximately five minutes per hour of available advertising time. Walter F. Ulloa, our Chairman and Chief Executive Officer, is a director, officer and principal stockholder of LATV. We cannot guarantee that any of our current network affiliation agreements will be renewed beyond their respective expiration dates under their current terms, under terms satisfactory to us, or at all. We do not believe that the termination of any of our network affiliation agreements, other than the one with Univision, would have a material adverse effect on our business and results of operations. Marketing Agreements. Our marketing and sales agreements with Univision give us the right to manage the marketing and sales operations of Univision-owned Univision affiliates through 2021 in Orlando, Tampa and Washington, D.C. and through 2026 in Albuquerque, Boston and Denver. We have also entered into marketing and sales agreements with other parties in two of our other markets. Long-Term Time Brokerage Agreements. We program each of XDTV-TV, serving the Tecate/San Diego market; XHAS-TV, serving the Tijuana/San Diego market; and XHRIO-TV, serving the Matamoros/Harlingen-Weslaco-Brownsville-McAllen market, under long-term time brokerage agreements. Under those agreements, in combination with certain of our Mexican affiliates and subsidiaries, we provide the programming and related services available on these stations, but the station owners retain absolute control of the content and other broadcast issues. These long-term time brokerage agreements expire in 2038, 2040 and 2045, respectively, and each provides for automatic, perpetual 30-year renewals unless both parties consent to termination. Each of these agreements provides for substantial financial penalties should the other party attempt to terminate prior to their respective expiration dates without our consent, and they do not limit the availability of specific performance as a remedy for any such attempted early termination. As a result of changes in regulations in Mexico, we were required to prepay the license fees for our Mexico broadcast licenses for a period of 20 years. We elected not to make the required prepayment for station XHRIO-TV before the deadline to make such prepayment. As a result, we currently expect to stop broadcasting on this station at the end of the current license term, which expires on December 31, 2021. 10 (cid:50)ur Tele(cid:89)(cid:76)(cid:86)(cid:76)on (cid:54)tat(cid:76)on Portfol(cid:76)o The following table lists information concerning each of our owned and/or operated television stations in order of market rank and its respective market: (cid:48)ar(cid:78)et Harlingen-Weslaco-Brownsville-McAllen, Texas (cid:48)ar(cid:78)et Ran(cid:78) (cid:11)(cid:69)(cid:92) (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86)(cid:12) 10 Total (cid:43)ou(cid:86)e(cid:75)old(cid:86) 331,520 (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86) 305,640 (cid:8) (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86) (cid:38)all (cid:47)etter(cid:86) 92.2% KNVO-TV Orlando-Daytona Beach-Melbourne, Florida 11 1,492,640 302,930 Tampa-St. Petersburg (Sarasota), Florida 15 1,800,600 267,820 KTFV-CD (1) KFXV-LD KXFX-CD (1) KCWT-CD (1) KMBH (5) 20.3% WVEN-TV (2) W47DA WVCI-LP WOTF-TV 14.9% WVEA-TV (2) WFTT-TV Albuquerque-Santa Fe, New Mexico San Diego, California 16 17 648,350 263,400 40.6% KLUZ-TV (2) KTFQ-TV 981,650 260,040 26.5% KBNT-CD (1) KHAX-LP KDTF-LD KTCD-LP Washington, D.C. 18 2,351,930 257,990 11.0% WFDC-TV (2) Denver-Boulder, Colorado 19 1,532,320 246,800 El Paso, Texas Boston, Massachusetts Las Vegas, Nevada 20 295,070 229,610 21 2,302,680 202,820 23 743,220 179,890 WMDO-CD (1)(4) WJAL-TV (4) 16.1% KCEC-TV (2) KTFD-TV 77.8% KINT-TV KTFN-TV 8.8% WUNI-TV (2) WUTF-TV 24.2% KINC-TV KNTL-LP KWWB-LP KELV-LD KMCC-TV (6) Corpus Christi, Texas Hartford-New Haven, Connecticut Monterey-Salinas-Santa Cruz, California Odessa-Midland, Texas Yuma, Arizona-El Centro, California Laredo, Texas 28 29 35 37 39 42 188,210 113,700 60.4% KORO-TV 885,890 111,910 KCRP-CD (1) 12.6% WUVN-TV (4) WUTH-CD (1)(4) 202,080 77,360 38.3% KSMS-TV (4) KDJT-CD (1)(4) KCBA-TV (2) 141,600 99,710 71,300 67,300 50.4% KUPB-TV 67.5% KVYE-TV 65,330 64,410 98.6% KLDO-TV KAJB-TV (2) KETF-CD (1) KXOF-CD (1) Colorado Springs-Pueblo, Colorado 44 327,530 62,210 19.0% KVSN-TV KGHB-CD (1) Pr(cid:76)nc(cid:76)(cid:83)al Pro(cid:74)ramm(cid:76)n(cid:74) (cid:54)tream Univision UniMás Fox Fox CW -- Univision Univision Univision UniMás Univision UniMás Univision UniMás Univision Univision UniMás LATV Univision UniMás SonLife Univision UniMás Univision UniMás Univision UniMás Univision Univision Univision UniMás ION Plus Univision UniMás Univision UniMás Univision UniMás Fox Univision Univision UniMás Univision UniMás Fox Univision UniMás 11 (cid:48)ar(cid:78)et Palm Springs, California (cid:48)ar(cid:78)et Ran(cid:78) (cid:11)(cid:69)(cid:92) (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86)(cid:12) 49 Total (cid:43)ou(cid:86)e(cid:75)old(cid:86) 147,650 (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86) 57,070 Santa Barbara-Santa Maria-San Luis Obispo, 50 195,870 53,650 California Lubbock, Texas Wichita-Hutchinson, Kansas Reno, Nevada Springfield-Holyoke, Massachusetts San Angelo, Texas Tecate, Baja California, Mexico (San Diego) Tijuana, Baja California, Mexico (San Diego) Matamoros, Tamaulipas, Mexico (Harlingen- Weslaco-Brownsville-McAllen) 51 60 61 63 94 — — — 143,380 378,930 254,040 231,600 50,220 — — — 53,420 42,390 42,150 39,120 18,050 — — — (cid:8) (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86) (cid:38)all (cid:47)etter(cid:86) 27.4% KPMR-TV 38.7% KVER-CD (1) KVES-LD KEVC-CD (1) KMIR-TV KPSE-LD Pr(cid:76)nc(cid:76)(cid:83)al Pro(cid:74)ramm(cid:76)n(cid:74) (cid:54)tream Univision Univision UniMás NBC MyNetworkT V Univision Univision Univision UniMás UniMás Univision Univision Univision UniMás Univision Univision UniMás — XHDTV-TV (3) Milenio — XHAS-TV (3) Azteca K17GD-D (1) K32LT-D (1) KTSB-CD (1) K10OG-D (1) 16.9% WHTX-LD 35.9% KEUS-LD KANG-LP 37.3% KBZO-LD 11.2% KDCU-TV 16.6% KREN-TV KRNS-CD (1) — XHRIO-TV (3) CW America Source: Nielsen Media Research 2020 universe estimates. (1) “CD” in call signs indicates that a station is operated as a Class A digital television service. Certain stations without this “CD” designation are also Class A stations. (2) We provide the sales and marketing function of this station under a marketing and sales arrangement. (3) We hold a minority, limited voting interest (neutral investment) in the entity that directly or indirectly holds the broadcast (4) license for this station. Through that entity, we provide the programming and related services available on this station under a time brokerage arrangement. The station retains control of the contents and other broadcast issues. 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 the same channel, of various amounts of bandwidth, that they each originate. (5) We acquired station KMBH in 2019. The station is presently under construction in order to operate with modified facilities. Upon completion of the work in 2020, we will make a programming decision. (6) We have entered into an agreement to sell station KMCC. The transaction is expected to close in the first half of 2020. Digital Television Technology. As we continue to enhance digital television transmission technology for our television stations, we are operating in an environment where we can decide the resolution and number of broadcast streams we provide in our over-the- air transmissions. Depending upon how high a resolution level at which we elect to transmit our programming, we have the potential to transmit over-the-air broadcast streams containing multiple program streams using the bandwidth authorized to each digital station. The transmission of such multiple programming streams is often referred to as multicasting. We currently are multicasting network programming streams, including LATV and other network programming streams, at most of our 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 and may consider either expanding or limiting our multicasting operations, or keeping these multicasting operations substantially as at present, in the future. We also continue to monitor developments in digital television technology. The ATSC sets the industry standards (including the current ATSC 1.0) for the technical operation of digital broadcast television stations. ATSC 3.0 is a major revision of the ATSC standards and comprises around 20 standards covering different aspects of the system. The industry standards are designed to offer support for newer technologies, that will allow enhanced video quality, datacasting capabilities, individualized advertising messages, and more robust mobile television support. Television industry observers believe that the combination of these functionalities will enable television broadcasters to engage successfully in new commercial endeavors, not previously available on broadcast television, such as targeted commercial advertising. In November 2017, the FCC approved regulations allowing broadcast stations to offer, on a voluntary basis, ATSC 3.0 services (which the FCC has called Next Gen TV). In doing so, 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. We are considering how we will participate in the adoption of ATSC 3.0 technology and we are awaiting the development and sale of the necessary equipment to transmit and receive such broadcast signals, which is expected to begin in 2020, as well as how ATSC 3.0 is adopted and accepted by viewers and advertisers. 12 Tele(cid:89)(cid:76)(cid:86)(cid:76)on Re(cid:89)enue Approximately 67% of the revenue generated from our television operations in 2019 was derived from local and national advertising revenue, approximately 24% from retransmission consent revenue, and approximately 9% from spectrum usage rights. National Advertising. National advertising revenue generally represents revenue from advertising time sold to an advertiser or its agency that is placed from outside a station’s market. We typically engage national sales representative firms to work with our station sales managers and solicit national advertising sales, and we pay certain sales representation fees to these firms relating to national advertising sales. Under our network affiliation agreement with Univision, Univision acts as our sales representative for the sale of national advertising on our Univision and UniMás affiliate television stations, and advertisers which have purchased during 2019 national advertising on these affiliate stations include Charter Communications, Inc., Nissan Motor Co., Ltd., Toyota Motor Corporation, Cox Communications, Inc., Ford Motor Company, H-E-B, General Motors Company, Honda Motor Company, Ltd., AT&T Inc. and Conn’s, Inc. Azteca America acts as our national sales representative for the sale of national advertising on our Azteca America affiliate station, and Katz Communications, Inc. acts as our national sales representative for the sale of national advertising on KMIR-TV and KPSE-LD in the Palm Springs market and on our stations that broadcast Fox and CW programming. In 2019, national advertising accounted for approximately 31% of our total television revenue. Local Advertising. Local advertising revenue is generated predominantly from advertising time sold to an advertiser or its agency that is placed from within a station’s market. Local advertising sales include sales to advertisers that are local businesses or advertising agencies, and regional and national businesses or advertising agencies, which place orders from within a station’s market or directly with a station’s local sales staff. We employ our own local sales force that is responsible for soliciting local advertising sales directly from advertisers and their agencies. In 2019, local advertising accounted for approximately 36% of our total television revenue. Retransmission Consent Revenue. We generate retransmission consent revenue from retransmission consent agreements that are entered into with MVPDs. This revenue represents payments from these entities for access to our television station signals so that they may rebroadcast our signals on their services and charge their subscribers for this programming. 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. Under our proxy agreement with Univision, we grant Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals, which covers substantially all of our retransmission consent revenue. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. On October 2, 2017, we entered into the current proxy agreement with Univision, which superseded and replaced the prior comparable agreement with Univision. The term of the current proxy agreement expires on December 31, 2021 for our Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C, and on December 31, 2026 with respect to our Univision and UniMás network affiliate stations in Albuquerque, Boston and Denver. As a result of the adoption of legislation in late 2014, modifying the Communications Act of 1934, or the Communications Act, we are no longer able to negotiate retransmission consent agreements with other television stations located in the same television market. The application of this statutory modification prevents us from negotiating with Univision in the six television markets where we and Univision both own television stations. We now handle our negotiations directly with MVPDs in those markets where we and Univision are both station owners. In 2019, retransmission consent revenue accounted for approximately 24% of our total television revenue. Revenue from Spectrum Usage Rights. We generate revenue from agreements associated with our television stations’ spectrum usage rights from a variety of sources, including but not limited to entering into agreements with third parties to utilize spectrum for the broadcast of their multicast networks, charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference from our broadcasting operations and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue from such agreements is recognized over the period of the programming agreements or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. In 2019, revenue from spectrum usage rights accounted for approximately 9% of our total television revenue. 13 Tele(cid:89)(cid:76)(cid:86)(cid:76)on (cid:48)ar(cid:78)et(cid:76)n(cid:74)(cid:18)(cid:36)ud(cid:76)ence Re(cid:86)earc(cid:75) The relative advertising rates charged by competing stations within a market depend primarily on the following factors: • • • • • • • • the station’s ratings (households or people viewing its programs as a percentage of total television households or people in the viewing area); audience share (households or people viewing its programs as a percentage of households or people actually watching television at a specific time); the demographic qualities of a program’s viewers (primarily age and gender); the demand for available air time; the time of day the advertising will run; competitive conditions in the station’s market, including the availability of other advertising media; changes in advertising choices and placements in different media, such as new media, compared to traditional media such as television and radio; and general economic conditions, including advertisers’ budgetary considerations. Nielsen ratings provide advertisers with an industry-accepted measure of television viewing. Nielsen offers a ratings service measuring all television audience viewing. In recent years, Nielsen has modified the methodology of its ratings service in an effort to more accurately measure U.S. Hispanic viewing by using language spoken in the home as a control characteristic of its metered market sample. Nielsen has also added weighting by language as part of its local metered market methodology in many of our metered markets. Nielsen also continues to improve the methods by which it electronically measures television viewing, including using return path data, which is information acquired from MVPDs and direct broadcast satellite, or DBS, services, and has expanded its Local People Meter service to several of our markets. We believe that these improvements will continue to result in more accurate ratings, allowing our advertisers to more precisely target our viewers. We have made significant investments in experienced sales managers and account executives and have provided our sales professionals with research tools to continue to attract major advertisers. Tele(cid:89)(cid:76)(cid:86)(cid:76)on (cid:38)om(cid:83)et(cid:76)t(cid:76)on We face intense competition in the television broadcasting business. In each local television market, we compete for viewers and revenue with other local television stations, which are typically the local affiliates of the four principal English-language television networks, NBC, ABC, CBS and Fox and, in certain markets, the CW Network. In certain markets, we also compete for Spanish-language viewers with the local affiliates or owned and operated stations of Telemundo, the Spanish-language television network owned by Comcast Corporation, as well as the Azteca America network and other Spanish-language networks. Telemundo is the second-largest provider of Spanish-language content worldwide. Telemundo’s multiple platforms include the Telemundo Network, a Spanish-language television network featuring original productions, theatrical motion pictures, news and sporting events. Several of the companies with which we compete have significantly greater resources and longer operating histories than we do. We also directly or indirectly compete for viewers and revenue with both English- and Spanish-language independent television stations, other video media (including online, mobile and on demand), suppliers of cable television programs, direct broadcast satellite systems, newspapers, magazines, radio, software applications for mobile media devices, or apps, and other forms of entertainment and advertising. In certain markets we operate radio stations that indirectly compete for local and national advertising revenue with our television stations. Additionally, advertisers allocate finite advertising budgets across different media. We believe the advent of new technologies and services may result in continued emphasis by certain advertisers on these new technologies and services as compared to legacy media, such as television. We believe that our primary competitive advantages are the quality of the programming we receive through our affiliation with Univision and the quality of our local news programming. According to Nielsen, Univision’s primary network is the most-watched Spanish-language network in the United States during prime time among U.S. Hispanics. Similarly, our local news achieves strong audience ratings. Also according to Nielsen, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot in 12 of our television markets among adults 18-34 and 25-54 years of age, including ties, and in 11 markets among adults 18-49 years of age, including ties. 14 Rad(cid:76)o (cid:50)(cid:89)er(cid:89)(cid:76)e(cid:90) We own and operate 49 radio stations (38 FM and 11 AM), 46 of which are located in the top 50 Hispanic markets in the United States, and we operate the Entravision Radio Network, through which we sell advertisements and provide syndicated radio programming to more than 100 markets across the United States. According to Nielsen Media Research, our radio stations broadcast into markets with an aggregate of approximately 20 million U.S. Hispanics, which is approximately 40% of the Hispanic population in the United States. Our radio operations combine network and local programming with local time slots available for advertising, news, traffic, weather, promotions and community events. This strategy allows us to provide quality programming with significantly lower costs of operations than we could otherwise deliver solely with all locally produced programming. Rad(cid:76)o Pro(cid:74)ramm(cid:76)n(cid:74) Radio Networks. Our networks allow advertisers with national product distribution to deliver a uniform advertising message to the growing Hispanic market around the country in an efficient manner. Although our networks have a broad geographic reach, technology allows our stations to offer the necessary local feel and to be responsive to local clients and community needs. Designated time slots are used for local advertising, news, traffic, weather, promotions and community events. The audience gets the benefit of a national radio sound along with local content. To further enhance this effect, our on-air personalities frequently travel to participate in local promotional events. For example, in selected key markets our on-air personalities appear at special events and client locations. We promote these events as “remotes” to bond the national personalities to local listeners. Furthermore, all of our stations can disconnect from their networks and operate independently in the case of a local emergency or a problem with our central Multiprotocol Label Switching, or MPLS, transmission. Radio Formats. Each of our three radio networks produce a music format that is simultaneously distributed via MPLS with a high definition quality sound to our stations. Each of these formats appeals to different listener preferences: • • • “La Tricolor” airs on 13 of our stations and primarily targets male Hispanic listeners 18-49 years of age. The format features Mexican regional music and includes “El Flaco y su Pandilla” in the mornings, “Carla La Plebe” during midday hours and “Erazno y La Chokolata”, a parody-based comedy program hosted by Oswaldo Diaz, with whom we have an affiliation agreement, in the afternoon drive. “La Suavecita” is a Mexican regional music format primarily targeting Hispanic women 25-49 years of age and Hispanic adults 25-54 years of age, which airs on 14 of our stations. The format features Grupero/Cumbia music and includes “El Genio” Alex Lucas in the mornings; “El Show de Piolin” during midday hours; “Armida y La Flaka” in afternoon drive; and “Evenings with Mayra” at night. “José, Toca las de tu Rancho”, which airs on four of our stations, features Mexican regional music from the 1930s through the 1980s and primarily targets Hispanic adults 35-64 years of age. We broadcast National Football League games in Spanish, such as Sunday Night Football, Monday Night Football, the NFL playoffs, including the Super Bowl, and the Pro Bowl, on 16 radio stations. We also broadcast Mexican National Soccer team matches through our partner Futbol de Primera, including a one-hour soccer program with general soccer updates and interviews, on 14 radio stations. We will also broadcast the 2022 FIFA World Cup. Our radio networks are broadcast in 13 of the 16 radio markets that we serve. In addition, in markets where competing stations already offer programming similar to our network formats, or where we otherwise identify an available niche in the marketplace, we run alternative programming that we believe appeals to local listeners, including the following: • • • • “José”, which airs in the Los Angeles market and is different from our “José, Tocas las de tu Rancho” radio network, primarily targets Hispanic adults 25-54 years of age, This personality-driven format features a mix of Spanish-language adult contemporary and Mexican regional hits from the 1970s through the present, and features “El Genio” Alex Lucas in the mornings; “El Show de Piolin” in daytime; “Erazno y La Chokolata” in the afternoon drive; “Armida y La Flaka” in the evening; “Misterios Ocultos” with Mayra Berenice at night. “Viva Cumbia y Mas”, which airs in the Los Angeles market, primarily targets Hispanic adults 25-49 years of age and features top Cumbia artists. In the El Paso market, we program “The Fox”, an English-language format that features classic rock and pop hits from the 1960s through the 1980s and primarily targets adults 25-54 years of age; In the McAllen market, we program two English-language formats, “Q94.5 The Rock”, a classic rock-oriented format that primarily targets males 18-49 years of age, and “107.9 Mix FM”, a hit-based adult contemporary format targeting primarily women 18-49 years of age; 15 • • • In the Orlando market, we program “Salsa 98.1”, a Spanish-language tropical hits format that features salsa, merengue and bachata and primarily targets Hispanic adults 25-54 years of age; In the El Paso, Lubbock and Stockton markets, we program “TUDN”, a Spanish-language sports talk format that primarily targets Hispanic adults 18-54 years of age, that is provided to us by Univision Radio Inc., an affiliate of Univision, pursuant to a network affiliation agreement; and In the Sacramento and Stockton markets, we program “Fuego”, a contemporary hit station presenting a music fusion from today’s top trending global music movement, Latin Urban. (cid:50)ur Rad(cid:76)o (cid:54)tat(cid:76)on Portfol(cid:76)o The following table lists information concerning each of our owned and operated radio stations in order of market rank and its respective market: (cid:48)ar(cid:78)et Los Angeles-San Diego-Ventura, California Miami-Ft. Lauderdale-Hollywood, Florida Houston-Galveston, Texas Phoenix, Arizona Harlingen-Weslaco-Brownsville-McAllen, Texas Orlando-Daytona Beach-Melbourne, Florida Sacramento-Stockton-Modesto, California Albuquerque-Santa Fe, New Mexico Denver-Boulder, Colorado Aspen, Colorado El Paso, Texas Las Vegas, Nevada Monterey-Salinas-Santa Cruz, California Yuma, Arizona-El Centro, California Palm Springs, California Lubbock, Texas Reno, Nevada (cid:48)ar(cid:78)et Ran(cid:78) (cid:11)(cid:69)(cid:92) (cid:43)(cid:76)(cid:86)(cid:83)an(cid:76)c (cid:43)ou(cid:86)e(cid:75)old(cid:86)(cid:12) (cid:54)tat(cid:76)on (cid:41)re(cid:84)uenc(cid:92) 1 KLYY-FM KDLD-FM KDLE-FM KSSC-FM KSSD-FM KSSE-FM 3 WLQY-AM 4 KGOL-AM 8 KLNZ-FM KDVA-FM KVVA-FM KBMB-AM 10 KFRQ-FM KKPS-FM KNVO-FM KVLY-FM 11 WNUE-FM 12 KRCX-FM KNTY-FM KHHM-FM KXSE-FM KMIX-FM KCVR-AM KTSE-FM KCVR-FM 16 KRZY-FM KRZY-AM 19 KJMN-FM KXPK-FM KMXA-AM KPVW-FM 20 KOFX-FM KINT-FM KYSE-FM KSVE-AM KHRO-AM 23 KRRN-FM KQRT-FM 35 KLOK-FM KSES-FM KMBX-AM 39 KSEH-FM KMXX-FM KWST-AM 49 KLOB-FM KPST-FM 51 KAIQ-FM KBZO-AM 61 KRNV-FM 97.5 103.1 103.1 107.1 107.1 107.1 1320 1180 103.5 106.9 107.1 710 94.5 99.5 101.1 107.9 98.1 99.9 101.9 103.5 104.3 100.9 1570 97.1 98.9 105.9 1450 92.1 96.5 1090 107.1 92.3 93.9 94.7 1650 1150 92.7 105.1 99.5 107.1 700 94.5 99.3 1430 94.7 103.5 95.5 1460 102.1 MHz MHz MHz MHz MHz MHz kHz kHz MHz MHz MHz kHz MHz MHz MHz MHz MHz MHz MHz MHz MHz MHz kHz MHz MHz MHz kHz MHz MHz kHz MHz MHz MHz MHz kHz kHz MHz MHz MHz MHz kHz MHz MHz kHz MHz MHz MHz kHz MHz (cid:41)ormat José (1) Viva Cumbia y Mas (1) Viva Cumbia y Mas (1) La Suavecita José (1) José (1) Time Brokered (2) La Suavecita La Tricolor La Suavecita (1) La Suavecita (1) José, Toca las de tu Rancho Classic Rock (English) La Tricolor La Suavecita Adult Contemporary (English) Salsa 98.1 La Tricolor José, Toca las de tu Rancho Fuego La Suavecita La Tricolor TUDN La Suavecita (1) Fuego La Suavecita José, Toca las de tu Rancho La Suavecita La Tricolor José, Toca las de tu Rancho La Tricolor Oldies (English) La Suavecita La Tricolor TUDN La Suavecita La Suavecita La Tricolor La Tricolor La Suavecita Time Brokered (2) La Suavecita La Tricolor Time Brokered (2) La Suavecita La Tricolor La Tricolor TUDN La Tricolor Market rank source: Nielsen Media Research 2020 universe estimates. Simulcast station. (1) (2) Operated pursuant to a time brokerage arrangement under which we grant to third parties the right to program the station. 16 Rad(cid:76)o (cid:36)d(cid:89)ert(cid:76)(cid:86)(cid:76)n(cid:74) Substantially all of the revenue generated from our radio operations is derived from local and national advertising. Local. Local advertising revenue is generated predominantly from advertising time sold to an advertiser or its agency that is placed from within a station’s market. Local advertising sales include sales to advertisers that are local businesses or advertising agencies, and regional and national businesses or advertising agencies, which place orders from within a station’s market or directly with a station’s sales staff. We employ our own local sales force, in each of our markets, that is responsible for soliciting local advertising sales directly from advertisers and their agencies. In 2019, local advertising revenue accounted for approximately 69% of our total radio revenue. National. National advertising revenue generally represents spot and network revenue from advertising time sold to an advertiser or its agency that is placed from outside a station’s market. Since December 2019, Katz Communications, Inc., has acted as our national sales representative to solicit national spot advertising sales on all of our radio stations, and we act as our own network sales representative. Prior to December 2019, Entravision Solutions, one of our divisions, typically acted as our national sales representative to solicit national advertising sales on our Spanish-language radio stations. In 2019, national advertising revenue accounted for approximately 31% of our total radio revenue. Rad(cid:76)o (cid:48)ar(cid:78)et(cid:76)n(cid:74)(cid:18)(cid:36)ud(cid:76)ence Re(cid:86)earc(cid:75) We believe that radio is an efficient means for advertisers to reach targeted demographic groups. Advertising rates charged by our radio stations are based primarily on the following factors: • • • • • • • • the particular station’s ratings (people listening to its programs as a percentage of total people in the listening area); audience share (people listening to its programs as a percentage of people actually listening to radio at a specific time); the demographic qualities of a program’s listeners (primarily age and gender); the demand for available air time; the time of day that the advertising runs; competitive conditions in the station’s market; changes in advertising choices and placements in different media, such as new media, compared to traditional media such as television and radio; and general economic conditions, including advertisers’ budgetary considerations. Nielsen Audio provides advertisers with the industry-accepted measure of listening audience classified by demographic segment and time of day that the listeners spend on particular radio stations. Radio advertising rates generally are highest during the hours of 6:00 A.M. and 7:00 P.M. These hours are considered the peak times for radio audience listening. Historically, advertising rates for Spanish-language radio stations have been lower than those for English-language stations with similar audience levels. We believe that, over time, possibilities exist to narrow the disparities that have historically existed between Spanish-language and English-language advertising rates as new and existing advertisers recognize the growing desirability of the U.S. Hispanic population as an advertising target. For example, U.S. Hispanics spend more on food at home than the national average. We also believe that having multiple stations in a market enables us to provide listeners with alternatives, to secure a higher overall percentage of a market’s available advertising dollars, and to obtain greater percentages of individual customers’ advertising budgets. Each station broadcasts an optimal number of advertisements each hour, depending upon its format, in order to maximize the station’s revenue without jeopardizing its audience listenership. Our non-network stations have up to 14 minutes per hour for commercial inventory and local content. Our network stations have up to one additional minute of commercial inventory per hour. The pricing is based on a rate card and negotiations subject to the supply and demand for the inventory in each particular market and the network. 17 Rad(cid:76)o (cid:38)om(cid:83)et(cid:76)t(cid:76)on We face intense competition in the radio broadcasting business. The financial success of each of our radio stations and markets depends in large part on our audience ratings, our ability to maintain and increase our market share of overall radio advertising revenue and the economic health of the market and the nation. In addition, our advertising revenue depends upon the desire of advertisers to reach our audience demographic. Each of our radio stations competes for audience share and advertising revenue directly with both Spanish-language and English-language radio stations in its market, and with other media, such as newspapers, broadcast and cable television, magazines, outdoor advertising, satellite-delivered radio services, apps, podcasts and other forms of digital audio delivery, and direct mail advertising. In addition, in certain markets we operate television stations that indirectly compete for local and national advertising revenue with our radio business. Our primary competitors in our markets in Spanish-language radio are Univision, iHeartMedia Inc. (formerly Clear Channel Communications Inc.) and Spanish Broadcasting System, Inc. These and many of the other companies with which we compete are companies that have significantly greater resources and longer operating histories than we do. Factors that are material to our competitive position include management experience, a station’s audience rank in its market, signal strength and coverage, and audience demographics. If a competing station within a market converts to a format similar to that of one of our stations, or if one of our competitors upgrades its stations, we could suffer a reduction in ratings and advertising revenue in that market. The audience ratings and advertising revenue of our individual stations are subject to fluctuation and any adverse change in certain of our key radio markets could have a material adverse effect on our operations. The radio industry is subject to competition from new media technologies that are being developed or introduced, such as: • • • audio programming available on cable television systems, broadcast satellite-delivered audio services, over-the-top, or OTT, services on Internet-connected televisions, Internet content providers, streaming audio available over mobile devices via multiple platforms, including easy-to-use mobile apps, podcasts, smart speakers and other digital audio broadcast formats and playback mechanisms; satellite- and internet protocol network-delivered digital audio services—with both commercial-free and lower commercial load channels—which have expanded their subscriber base and have introduced dedicated Spanish-language channels and linear streams of over-the-air radio stations; and In-Band On-Channel™ digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional high definition FM radio services. Advertisers allocate finite advertising budgets across different media. We believe that the advent of new technologies and services may result in continued emphasis by certain advertisers on these new technologies and services as compared to legacy media, such as radio. Accordingly, while we also believe that none of these new technologies and services can completely replace local broadcast radio stations due to the element of localism that broadcast radio offers, the challenges we face in our radio operations from new technologies and services will continue to require attention from management. Among other things, we intend to continue to review potential opportunities to utilize new technologies in our radio operations where appropriate. (cid:50)(cid:89)er(cid:89)(cid:76)e(cid:90) (cid:39)(cid:76)(cid:74)(cid:76)tal We provide digital advertising solutions that allow advertisers to reach global online audiences, through operations that are located primarily in Spain, Mexico, Argentina and other countries in Latin America. We operate proprietary technology and data platforms that deliver digital advertising in various advertising formats to allow advertisers to reach those audiences across a wide range of Internet-connected devices on our owned and operated digital media sites, the digital media sites of our publisher partners, or owners of Internet and mobile sites and apps, that contain premium digital content and digital advertising inventory who provide us with access to their digital advertising inventory, and on other digital media sites we access through third-party platforms and exchanges. We access data from these digital media sites and apps and apply our proprietary data analytics capabilities to better target and aggregate audience segments that will be relevant to individual advertisers, while allowing the publishers of digital media sites and apps to better sell their digital advertising inventory. 18 (cid:50)ur (cid:54)olut(cid:76)on(cid:86) and Tec(cid:75)nolo(cid:74)(cid:92) Platform(cid:86) Through our suite of digital advertising solutions, we offer advertisers the opportunity to reach and engage with their target audiences by providing access to premium digital inventory at scale across a wide range of Internet-connected devices. Our solutions include the Smadex platform, which enables clients to electronically purchase and manage data-driven advertising campaigns. This practice – the purchase and sale of advertising inventory electronically – is referred to as programmatic advertising. Programmatic advertising, in addition to being automated, also enables more precise audience targeting. Our significant audience reach, access to a large volume of digital advertising space, sophisticated targeting capabilities and broad array of advertising formats allow us to deliver marketing solutions that can help grow our clients’ businesses. Through data analytics, we also enable advertisers to gain insights into the performance of their advertising campaigns and manage those campaigns with a view toward maximizing return on their advertising investment. We believe that key benefits of our digital advertising solutions include the following: Sophisticated targeting. Our platforms and solutions specifically identify and reach online audiences across a wide range of Internet-connected devices. We believe that one of the main strengths of our platform is that it accesses and analyzes large amounts of data to provide a multidimensional view of individual consumer profiles on an anonymous basis. This understanding allows advertisers to reach and engage consumers more effectively. We have also developed a number of audience categories to which advertisers can target their advertisements. Audience categories can be based on a variety of user attributes, including location, demographics, affluence, intent, gender and interests. We identify these attributes and audience categories based upon information we have gathered about online users’ online activity on an anonymous basis, a process known as interest-based or online behavioral advertising. We analyze this data to build sophisticated user profiles and audience groups that, in combination with our proprietary data analytics and the real-time decision-making, optimization and targeting capabilities of our platform, enable us to deliver highly targeted advertising campaigns for our advertiser clients, as well as analytics to help them better understand audiences and consumers. As we deliver more advertisements, we are able to collect additional information about users, audiences and the effectiveness of particular advertising campaigns, which in turn enhances our targeting capabilities and allows us to deliver better performance for advertisers and better opportunities for our publisher partners to increase their revenue streams. In addition, advertisers are willing to pay a higher rate for digital advertising when deeper consumer data can be used to help them make their decisions about purchasing advertising and to engage with the consumers whom they desire to reach. Premium content. We provide our advertiser clients with access to premium digital content, which is professionally produced and we believe offers a quality viewing experience, through our owned and operated digital media sites and those of our publisher partners. This enables publishers to more effectively monetize their digital content, and enables advertisers to more effectively reach audiences who engage with such premium content. Scale and reach across a range of Internet-connected devices. We enable advertisers to use our digital media advertising solutions to address their online and mobile advertising needs in seeking to reach their desired audiences at scale across a wide range of Internet-connected devices, including computers, smartphones and tablets. Variety of advertising formats. We enable advertisers to deliver a variety of online and mobile advertising formats, including video advertisements, display banners, rich media and native advertising formats. We believe that these advertising formats provide an opportunity for advertisers to create a variety of advertising content that increases audience interaction and engagement, which in turn drives better results for advertisers. Brand safety. Our proprietary technology contextually evaluates the content of digital media sites on which we deliver advertisements in order to identify content that is most appropriate or desirable for an individual advertiser, and also ensure that advertisements are not being delivered within content that is identified as objectionable to the advertiser, such as content that contains distasteful or obscene language, violence, gambling, sex or criminal activity, which we refer to as brand safety. We believe that the combination of our practice of selecting publisher partners and our proprietary technology provides a high level of brand safety for our advertisers. 19 (cid:39)(cid:76)(cid:74)(cid:76)tal (cid:36)d(cid:89)ert(cid:76)(cid:86)(cid:76)n(cid:74) We provide our advertiser clients with opportunities to reach their target audiences through brand advertising and performance- based advertising. Brand advertising is generally intended to establish a long-term, positive consumer attitude toward an advertiser or its product or service, and brand advertisers typically measure campaign effectiveness using metrics such as reach (how many consumers within the advertiser’s target audience were exposed to the advertisement) and frequency (how many times the consumer within the target audience was exposed to the advertisement). Performance-based advertising is generally intended to induce a specific action, such as clicking on an advertisement, and direct response advertisers typically measure campaign effectiveness using metrics related to consumer response to a particular advertisement. We generate digital revenue by delivering digital advertisements on digital media sites across a wide range of Internet- connected devices. Advertisers and agencies typically purchase advertising from us through campaigns that are sold and managed by our direct sales force, which we refer to as managed campaigns. Managed campaigns provide advertisers with a higher degree of “white glove” customer service, with dedicated account teams that use an automated platform to deliver advertising campaigns for advertisers. We typically contract with advertisers or agencies through insertion orders, which set forth campaign parameters such as size and duration of the campaign, type of advertising format and pricing. Digital advertisers and their agencies submit advertising insertion orders to us and we fulfill those orders by delivering their digital advertisements to audiences through digital media properties. We are typically paid by advertisers on the basis of the number of viewer impressions occurring when an advertisement is delivered, known as a cost per thousand basis, or on the basis of the number or type of actions taken by viewers to whom an advertisement is delivered, known as a cost per action basis. We generally pay our publisher partners a negotiated percentage of this revenue. Prior to running an advertising campaign, the advertiser or agency may work with our creative team to provide the creative direction of the campaign and design in order to most effectively reach the audiences most desirable to it. (cid:50)ur (cid:39)(cid:76)(cid:74)(cid:76)tal (cid:38)u(cid:86)tomer(cid:86) Our digital customer base consists primarily of advertisers of all sizes and the advertising agencies that represent them. For the year ended December 31, 2019, we had over 3,000 advertising clients, including top brand advertisers from nearly all major industries, including automotive, consumer products, services, healthcare, telecommunications, travel, retail, finance and media. We do not believe that our business is substantially dependent upon any individual advertiser or industry, and no individual advertiser represented more than 5% of our digital revenue for the year ended December 31, 2019. (cid:50)ur (cid:39)(cid:76)(cid:74)(cid:76)tal Pu(cid:69)l(cid:76)(cid:86)(cid:75)er (cid:49)et(cid:90)or(cid:78) We have contractual relationships with premium publishers, or owners of sites that contain premium digital content and provide digital advertising inventory. We consider a premium publisher to be a publisher that has content that is professionally produced and offers a quality viewing experience. These relationships provide us with digital advertising inventory, which we utilize to deliver our digital advertising solutions to our digital advertising customers. We engage our publisher partners through a variety of methods, including outreach by a dedicated business development team. We do not believe that the success of our business is dependent on our relationship with any single publisher partner. We seek to identify owners of digital media properties featuring premium digital content that, individually or collectively, have the audience scale, composition and accessibility across Internet-connected devices to achieve the objectives of our advertisers. We review a variety of criteria to determine the quality of the advertising inventory and its appropriateness for our advertiser clients, including content, the characteristics of the publisher’s viewing audience, the targeting attributes that can be obtained from the digital media property in real time and the volume of available digital content and impressions. (cid:39)(cid:76)(cid:74)(cid:76)tal (cid:38)om(cid:83)et(cid:76)t(cid:76)on The digital advertising market is dynamic, rapidly changing and highly competitive, influenced by technological advances as well as trends in both the overall advertising and digital advertising markets. We compete with large online digital companies such as Facebook, Inc. and Google, Inc., as well as other publishers who attract advertisers to their digital offerings, as well as other advertising technology companies and advertising networks. In the television and radio broadcast space, our digital operations also compete for advertising commitments with television broadcasters, cable television networks, radio broadcasters, print media and other traditional publishers. Many of our competitors in this space have significant client relationships, much larger financial resources and longer operating histories than we have. Moreover, as many advertisers seek automation and enhanced targeting of increasingly fragmented audiences, they are moving a greater percentage of their advertising budgets to programmatic channels. As a result, we face more competition from online digital companies that have allocated resources to the automated buying and selling of advertising inventory through traditional channels, like desktop and new and developing channels, including mobile. 20 We believe that the principal competitive factors in digital media include effective audience targeting capabilities, multi-device campaign delivery capability, proven and scalable technologies, audience scale and reach, relationships with leading advertisers and their respective agencies, brand awareness and reputation, ability to gather and use data to deliver more relevant advertisements, ability to ensure brand safety, ability to prevent click fraud, use of analytics to effectively measure performance and ability to adapt to rapidly changing technologies that both respond to, and influence, consumer expectations. We believe that we compete favorably with respect to all of these factors and that we are well-positioned to be a leading provider of digital advertising solutions to reach audiences globally. (cid:54)ea(cid:86)onal(cid:76)t(cid:92) Seasonal net revenue fluctuations are common in television and radio broadcasting and digital media, and are due primarily to fluctuations in advertising expenditures by local and national advertisers. In our television and radio segments, our second and third fiscal quarters generally produce the highest net revenue for the year. In our digital segment, net revenue generally increases in each fiscal quarter over the course of the year. In addition, advertising revenue across our segments is generally higher during presidential election years (2020, 2024, etc.), resulting from significant political advertising and, to a lesser degree, Congressional mid-term election years (2022, 2026, etc.), resulting from increased political advertising, compared to other years. Intellectual Pro(cid:83)ert(cid:92) We believe that our ability to protect our intellectual property is an important factor in the success and continued growth of our business. We protect our intellectual property through a combination of trade secrets law, copyrights, trademarks and contracts. We have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements and assignment of inventions agreements with employees, independent contractors, consultants and companies with which we conduct business. While we believe that such measures are generally effective, we cannot guarantee that such measures will adequately protect our intellectual property from use, misuse or infringement by others In the course of our business, we use various trademarks, trade names and service marks, including our logos and FCC call letters, in our advertising and promotions, as well as proprietary technology platforms and other technology. Some of our technology relies upon third party licensed intellectual property. We do not hold or depend upon any material patent, government license, franchise or concession, except for our broadcast licenses granted by the FCC. (cid:40)m(cid:83)lo(cid:92)ee(cid:86) As of December 31, 2019, we had approximately 1,104 full-time employees worldwide. Approximately 782 of those full-time employees were in the United States, including 557 full-time employees in our television segment, 194 full-time employees in our radio segment and 31 full-time employees in our digital media segment. As of December 31, 2019, three of our full-time television segment employees in the United States were represented by a labor union that has entered into a collective bargaining agreement with us. We had 45 full-time employees in Mexico in our television segment as of December 31, 2019, of whom 24 were covered by a collective bargaining agreement. That agreement was most recently renewed on February 1, 2019 for a term of two years. In our digital segment, we had 112 full-time employees in Argentina, 102 full-time employees in Spain, 16 full-time employees in Uruguay, 15 full-time employees in Mexico, nine full-time employees in Israel, nine full-time employees in Colombia, nine full- time employees in Brazil, two full-time employees in Chile, two full-time employee in the United Kingdom, and one full-time employee in Costa Rica as of December 31, 2019. None of these employees was a member of a union or covered by a collective bargaining agreement. We believe that our relations with our employees and these unions are generally good. Re(cid:74)ulat(cid:76)on of Tele(cid:89)(cid:76)(cid:86)(cid:76)on and Rad(cid:76)o (cid:37)roadca(cid:86)t(cid:76)n(cid:74) General. The FCC regulates television and radio broadcast stations pursuant to the Communications Act. Among other things, the FCC: • • • • determines the particular frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; regulates equipment used by stations; and adopts and implements regulations and policies that directly or indirectly affect the ownership, changes in ownership, control, operation and employment practices of stations. 21 A licensee’s failure to observe the 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. Congress and the FCC have had under consideration or reconsideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation, ownership and profitability of our television and radio stations, result in the loss of audience share and advertising revenue for our television and radio broadcast stations or affect our ability to acquire additional television and radio broadcast stations or finance such acquisitions. Such matters may include: • • • • • • • • • • • • • • changes to the license authorization process; proposals to impose spectrum use or other fees on FCC licensees; proposals to impose a performance tax on the music broadcast on commercial radio stations and the fees applicable to digital transmission of music on the Internet; proposals to change rules relating to political broadcasting including proposals to grant free airtime to candidates; proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; proposals dealing with the broadcast of profane, indecent or obscene language and the consequences to a broadcaster for permitting such speech; technical and frequency allocation and usage matters; modifications to the operating rules for digital television and radio broadcasting rules on both satellite and terrestrial bases; the implementation or modification of rules governing the carriage of local television signals by DBS services and cable television systems and the manner in which such parties negotiate such carriage arrangements; changes in local and national broadcast multiple ownership, foreign ownership, cross-ownership and ownership attribution rules; changes in the procedures whereby full-service broadcast stations are carried on MVPDs (cable television and direct- broadcast satellite systems) either on a must-carry or retransmission consent basis and how compensation systems and negotiating processes involving broadcasters and MVPDs might be modified; proposals to modify the regulation of telephone and text messaging-based marketing; changes in the operating rules and policies for AM and FM broadcasting; and proposals to alter provisions of the tax laws affecting broadcast operations and acquisitions. We cannot predict what changes, if any, might be adopted, nor can we predict what other matters might be considered in the future, nor can we judge in advance what impact, if any, the implementation of any particular proposal or change might have on our business. 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. During the periods when renewal applications are pending, petitions to deny license renewal applications may be filed by interested parties, including members of the public. The FCC may hold hearings on renewal applications if it is unable to determine that renewal of a license would serve the public interest, convenience and necessity, or if a petition to deny raises a “substantial and material question of fact” as to whether the grant of the renewal applications would be inconsistent with the public interest, convenience and necessity. However, the FCC is prohibited from considering competing applications for a renewal applicant’s frequency, and is required to grant the renewal application if it finds: • • • that the station has served the public interest, convenience and necessity; that there have been no serious violations by the licensee of the Communications Act or the rules and regulations of the FCC; and that there have been no other violations by the licensee of the Communications Act or the rules and regulations of the FCC that, when taken together, would constitute a pattern of abuse. 22 If as a result of an evidentiary hearing the FCC determines that the licensee has failed to meet the requirements for renewal and that no mitigating factors justify the imposition of a lesser sanction, the FCC may deny a license renewal application. Historically, FCC licenses have generally been renewed. 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. The non-renewal of one or more of our stations’ licenses could have a material adverse effect on our business. Ownership Matters. The Communications Act requires prior consent of the FCC for the assignment of a broadcast license or the transfer of control of a corporation or other entity holding a license. In determining whether to approve an assignment of a television or radio broadcast license or a transfer of control of a broadcast licensee, the FCC considers a number of factors pertaining to the licensee 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. To obtain the FCC’s prior consent to assign or transfer a broadcast license, appropriate applications must be filed with the FCC. If the application to assign or transfer the license involves a substantial change in ownership or control of the licensee, for example, the transfer or acquisition of more than 50% of the voting equity, the application must be placed on public notice for a period of 30 days during which petitions to deny the application may be filed by interested parties, including members of the public. If an assignment application does not involve new parties, or if a transfer of control application does not involve a “substantial” change in ownership or control, it is a pro forma application, which is not subject to the public notice and 30-day petition to deny procedure. The regular and pro forma applications are nevertheless subject to informal objections that may be filed any time until the FCC acts on the application. If the FCC grants an assignment or transfer application, interested parties have 30 days from public notice of the grant to seek reconsideration of that grant. The FCC has an additional ten days to set aside such grant on its own motion. When ruling on an assignment or transfer application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer to any party other than the assignee or transferee specified in the application. Under the Communications Act, a broadcast license may not, absent a public interest determination by the FCC, be granted to or held by persons who are not U.S. citizens, by any corporation that has more than 20% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, by foreign governments or their representatives or by non-U.S. corporations. Furthermore, the Communications Act provides that no FCC broadcast license may be granted to or held by any corporation directly or indirectly controlled by any other corporation of which more than 25% of its capital stock is owned of record or voted by non-U.S. citizens or entities or their representatives, or foreign governments or their representatives or by non-U.S. corporations. The FCC, recognizing its authority to allow foreign ownership in excess of these safe harbor levels and to allow for greater foreign investment in domestic broadcast media, has established new policies and practices allowing broadcast licensees to file petitions for declaratory ruling requesting approval (i) of up to and including 100% aggregate foreign ownership by unnamed and future foreign investors in the controlling U.S. parent of a broadcast licensee, (ii) for any named foreign investor who proposes to acquire less than 100% controlling interest to increase the interest to 100% in the future, and (iii) for any non-controlling named foreign investor to increase its interest up to 49.99% in the future. The new rules also establish that a broadcast licensee only needs to obtain specific approval for foreign investors holding more than 5% interest, and in certain circumstances more than 10% interest, in the U.S. parent of the broadcast licensee, or a controlling interest in the U.S. parent. The licenses for our stations could be revoked if our outstanding capital stock is issued to or for the benefit of non-U.S. citizens in excess of these limitations or in violation of the procedures adopted by the FCC. Our restated certificate of incorporation restricts the ownership and voting of our capital stock to enable us to comply with foreign ownership limitations. The FCC generally applies its other broadcast ownership limits to “cognizable” interests held by an individual, corporation or other association or entity. In the case of a corporation holding broadcast licenses, the interests of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the stock of a licensee corporation are generally deemed attributable interests, as are positions as an officer or director of a corporate parent of a broadcast licensee. Stock interests held by insurance companies, mutual funds, bank trust departments and certain other passive investors that hold stock for investment purposes only become attributable with the ownership of 20% or more of the voting stock of the corporation holding broadcast licenses. A time brokerage agreement with another television or radio station in the same market creates an attributable interest in the brokered television or radio station as well for purposes of the FCC’s local television or radio station ownership rules, if the agreement affects more than 15% of the brokered television or radio station’s weekly broadcast hours. Likewise, a joint sales agreement (“JSA”) involving radio stations creates a similar attributable interest for the broadcast station that is undertaking the sales function. As for television stations, the FCC adopted and then eliminated the concept of attribution for television JSAs, in its quadrennial ownership proceeding that is subject to judicial review. The action involving the elimination of attribution for television stations was an issue in the judicial review of the FCC’s 2014 Quadrennial Review of media ownership provisions. The U.S. Court of Appeals for the Third Circuit, or the Third Circuit, has reversed and remanded the FCC’s decision. The FCC is currently determining whether to seek review by the U.S. Supreme Court. Depending on whether or not such review is taken, and the results thereof, the FCC will then have to decide how to respond to the issues raised by the Third Circuit. At this time, we cannot determine the impact of the Third Circuit’s decision on our business. 23 Debt instruments, non-voting stock, options and warrants for voting stock that have not yet been exercised, insulated limited partnership interests where the limited partner is not “materially involved” in the media-related activities of the partnership and minority voting stock interests in corporations where there is a single holder of more than 50% of the outstanding voting stock whose vote is sufficient to affirmatively direct the affairs of the corporation generally do not subject their holders to attribution. However, the FCC also applies a rule, known as the equity-debt-plus rule, which causes certain creditors or investors to be attributable owners of a station, regardless of whether there is a single majority stockholder or other applicable exception to the FCC’s attribution rules. Under this rule, a major programming supplier (any programming supplier that provides more than 15% of the station’s weekly programming hours) or a same-market media entity will be an attributable owner of a station if the supplier or same- market media entity holds debt or equity, or both, in the station that is greater than 33% of the value of the station’s total debt plus equity. For purposes of the equity-debt-plus rule, equity includes all stock, whether voting or nonvoting, and equity held by insulated limited partners in limited partnerships. Debt includes all liabilities, whether long-term or short-term. Under the ownership rules currently in place, the FCC generally permits an owner to have only one television station per market. A single owner is permitted to have two stations with overlapping signals so long as they are assigned to different markets. The FCC’s rules regarding ownership permit, however, an owner to operate two television stations assigned to the same market so long as either: • • the television stations do not have overlapping broadcast signals; or there will remain after the transaction eight independently owned, full power noncommercial or commercial operating television stations in the market and one of the two commonly-owned stations is not ranked in the top four based upon audience share. The FCC will consider waiving these ownership restrictions in certain cases involving failing or failed stations or stations which are not yet built. The FCC permits a television station owner to own one radio station in the same market as its television station. In addition, a television station owner is permitted to own additional radio stations, not to exceed the local radio ownership limits for the market, as follows: • • in markets where 20 media voices will remain, a television station owner may own an additional five radio stations, or, if the owner only has one television station, an additional six radio stations; and in markets where ten media voices will remain, a television station owner may own an additional three radio stations. A “media voice” includes each independently-owned and operated full-power television and radio station and each daily newspaper that has a circulation exceeding 5% of the households in the market, plus one voice for all cable television systems operating in the market. The FCC rules impose a limit on the number of television stations a single individual or entity may own nationwide. The number of radio stations an entity or individual may own in a radio market is as follows: • • • • In a radio market with 45 or more commercial radio stations, a party may own, operate or control up to eight commercial radio stations, not more than five of which are in the same service (AM or FM). In a radio market with between 30 and 44 (inclusive) commercial radio stations, a party may own, operate or control up to seven commercial radio stations, not more than four of which are in the same service (AM or FM). In a radio market with between 15 and 29 (inclusive) commercial radio stations, a party may own, operate or control up to six commercial radio stations, not more than four of which are in the same service (AM or FM). In a radio market with 14 or fewer commercial radio stations, a party may own, operate or control up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not own, operate, or control more than 50% of the radio stations in such market. Because of these multiple and cross-ownership rules, if one of our stockholders, officers or directors holds a “cognizable” interest in our company, such stockholder, officer or director may violate the FCC’s rules if such person or entity also holds or acquires an attributable interest in other television or radio stations or daily newspapers in such markets, depending on their number and location. If an attributable stockholder, officer or director of our company violates any of these ownership rules, we may be unable to obtain from the FCC one or more authorizations needed to conduct our broadcast business and may be unable to obtain FCC consents for certain future acquisitions. 24 Among the actions ultimately taken by the FCC were ones to eliminate the newspaper/broadcast cross-ownership rule, eliminate the radio-television cross-ownership rule, eliminate the so-called “eight voices” test that made it difficult to own more than one station in a smaller market, and to allow for a case-by-case review of the prohibition on ownership of the two of the top four stations in a market. The 2014 proceeding was ultimately completed in late 2016, then reconsidered in late 2017 as part of the 2014 Quadrennial Review. As previously discussed, the Third Circuit has reversed and remanded the FCC’s action. A new Quadrennial Review was commenced in late 2018 and has not yet resulted in any definitive action on the FCC’s part. The rule changes that have previously gone into effect amend the FCC’s methodology for defining a radio market for the purpose of ownership caps. The FCC replaced its signal contour method of defining local radio markets in favor of a geographic market assigned by Nielsen Audio, the private audience measurement service for radio broadcasters. For non-Nielsen Audio markets, the FCC is conducting a rulemaking in order to define markets in a manner comparable to Nielsen Audio’s method. In the interim, the FCC will apply a “modified contour approach,” to non-Nielsen Audio markets. This modified approach will exclude any radio station whose transmitter site is more than 58 miles from the perimeter of the mutual overlap area. As for newspaper-broadcast cross- ownership, the FCC adopted a presumption that newspaper-broadcast ownership is consistent with the public interest in the top 20 television markets, while the presumption, in smaller markets, is that such cross-ownership is not consistent with the public interest, subject to certain exceptions. With regard to the national television ownership limit, the FCC increased the national television ownership limit to 45% from 35%. Congress subsequently enacted legislation that reduced the nationwide cap to 39%. Accordingly, a company can now own television stations collectively reaching up to a 39% share of U.S. television households. Limits on ownership of multiple local television stations still apply, even if the 39% limit is not reached on a national level. In establishing a national cap by statute, Congress did not make mention of the FCC’s UHF discount policy, whereby UHF stations are deemed to serve only one-half of the population in their television markets. The FCC had abolished its UHF discount policy, but grandfathered ownership interests in place at the time of the decision. However, that decision was reconsidered by the FCC and the UHF discount policy was reinstated. The FCC is now undertaking a proceeding to determine whether and how to apply the UHF discount policy as digital stations operating in the UHF mode do not face any operational problems in transmitting their signals to their broadcast markets. The FCC has previously determined that Univision’s television station interests are attributable to certain of our television interests in determining the television interests we must count for local and national multiple ownership purposes. In addition, the FCC has commenced a rulemaking process to consider both the nationwide cap and the UHF discount. Should the UHF discount be eliminated or the nationwide cap be interpreted to treat all stations on an equal basis, we may, in the absence of a grandfathering provision, have to divest stations or, should there be a grandfathering provision, be limited in our ability to acquire additional television stations. The Communications Act requires broadcasters to serve the “public interest.” The FCC has relaxed or eliminated many of the more formalized procedures it developed to promote the broadcast of certain types of programming responsive to the needs of a broadcast station’s community of license. Nevertheless, a broadcast licensee continues to be required to present programming in response to community problems, needs and interests and to maintain certain records demonstrating its responsiveness. The FCC considers complaints from the public about a broadcast station’s programming when it evaluates the licensee’s renewal application, but complaints also may be filed and considered at any time. Stations also must follow various FCC rules that regulate, among other things, political broadcasting, the broadcast of profane, obscene or indecent programming, sponsorship identification, the broadcast of contests and lotteries and technical operations. The FCC requires that licensees must not discriminate in hiring practices. It has adopted rules that require us to adhere to certain outreach practices when hiring personnel for our stations and to keep records of our compliance with these requirements. The FCC’s Equal Employment Opportunity, or EEO, rules set forth a three-pronged recruitment and outreach program for companies with five or more full-time employees that requires the wide dissemination of information regarding full-time vacancies, notification to requesting recruitment organizations of such vacancies, and a number of non-vacancy related outreach efforts such as job fairs and internships. Stations are required to collect various information concerning vacancies, such as the number filled, recruitment sources used to fill each vacancy, and the number of persons interviewed for each vacancy. While stations are not required to routinely submit information to the FCC, stations must place an EEO report containing vacancy-related information and a description of outreach efforts in their public file annually. Stations must submit the preceding two years of their annual EEO public file report as part of their renewal applications. Stations also must place their EEO public file report on their Internet websites, if they have one. The EEO rules do not materially affect our operations. Failure to comply with the FCC’s EEO rules could result in sanctions or the revocation of station licenses. 25 The FCC rules also prohibit a broadcast licensee from simulcasting more than 25% of its programming on another radio station in the same broadcast service (that is, AM/AM or FM/FM). The simulcasting restriction applies if the licensee owns both radio broadcast stations or owns one and programs the other through a local marketing agreement, provided that the contours of the radio stations overlap in a certain manner. The FCC is presently considering whether to abolish this rule. “Retransmission Consent” and “Must Carry” Rules. FCC regulations implementing the Cable Television Consumer Protection and Competition Act of 1992, or the Cable Act, require each full-power television broadcaster to elect, at three-year intervals beginning October 1, 1993, to either: • • require carriage of its signal by cable systems in the station’s market, which is referred to as “must carry” rules; or negotiate the terms on which such broadcast station would permit transmission of its signal by the cable systems within its market, which is referred to as “retransmission consent.” For the three-year period commencing on January 1, 2018, we generally elected “retransmission consent” in notifying the MVPDs that carry our full-service television programming in our television markets. We have arrangements or have entered into agreements with nearly all of our MVPDs as to the terms of the carriage of our television stations and the compensation we will receive for granting such carriage rights, including through our national program supplier for Spanish-language programming, Univision, for our Univision- and UniMás-affiliated television stations, for the three-year period. As previously discussed, television stations in the same television market, even if not commonly-controlled, are not permitted to engage in joint negotiations for retransmission consent. This rule prohibits us and Univision from negotiating retransmission consent jointly, or from coordinating such negotiations, in those television markets where both companies own television stations. The FCC has rules that govern the negotiation of retransmission consent agreements based on a policy decision to have those agreements negotiated in good faith. The FCC is undertaking a proceeding that could result in establishing new ground rules for such negotiations, including prohibiting certain negotiating practices on the part of broadcasters. In recently enacted legislation, small groups of cable systems were permitted to negotiate with large broadcast stations groups. We do not believe that this provision will have a material impact on our retransmission consent revenues. We are not certain whether or in what other form such provisions might be adopted and the impact of such changes on our negotiations and the economic results of such negotiations. Under the FCC’s rules currently in effect, cable systems are only required to carry one signal from each local broadcast television station. As an element of the retransmission consent negotiations described above, we arranged that our broadcast signal be available to our MVPD viewers, no matter whether they obtain their cable service in analog or digital modes. Cable systems are rapidly transitioning to providing their services in digital and we expect that analog cable service will be terminated by most cable operators and in most markets in the near future. We continue to explore and develop, subject to our legal rights to do so, and the economic opportunities available to us, the distribution of our programming in alternative modes, such as by delivery on the Internet through OTT services, by multicast delivery services, and to individuals possessing wireless mobile reception devices. Time Brokerage, Joint Sales Agreements and Shared Services Agreements. We have, from time to time, entered into time brokerage, joint sales and shared services agreements, generally in connection with pending station acquisitions, under which we are given the right to broker time on stations owned by third parties, agree that other parties may broker time on our stations, we or other parties sell broadcast time on a station, or share operating services with another broadcast station in the same market, as the case may be. By using these agreements, we can provide programming and other services to a station proposed to be acquired before we receive all applicable FCC and other governmental approvals, or receive such programming and other services where a third party is better able to undertake programming and/or sales efforts for us. FCC rules and policies generally permit time brokerage agreements if the station licensee retains ultimate responsibility for and control of the applicable station. We cannot be sure that we will be able to air all of our scheduled programming on a station with which we have time brokerage agreements or that we will receive the anticipated revenue from the sale of advertising for such programming. Under a typical joint sales agreement, a station licensee obtains, for a fee, the right to sell substantially all of the commercial advertising on a separately owned and licensed station in the same market. It also involves the provision by the selling party of certain sales, accounting and services to the station whose advertising is being sold. Unlike a time brokerage agreement, the typical joint sales agreement does not involve operating the station’s program format. 26 In a shared services agreement, one station provides services, generally of a non-programming nature, to another station in the same market. This enables the recipient of the services to save on overhead costs. As part of its increased scrutiny of television and radio station acquisitions, the Department of Justice, or DOJ, has stated publicly that it believes that time brokerage agreements and joint sales agreements could violate the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSRA, if such agreements take effect prior to the expiration of the waiting period under the HSRA. Furthermore, the DOJ has noted that joint sales agreements may raise antitrust concerns under Section 1 of the Sherman Antitrust Act and has challenged them in certain locations. The DOJ also has stated publicly that it has established certain revenue and audience share concentration benchmarks with respect to television and radio station acquisitions, above which a transaction may receive additional antitrust scrutiny. See “Risk Factors” below. Digital Television Services. The FCC has implemented digital television service in the United States. Implementation of digital television has improved the technical quality of television signals and provides broadcasters the flexibility to offer new services, including high-definition television and broadband data transmission. The digital transition for full-power television stations was completed in 2009. The FCC has required full-power and Class A television stations in the United States to operate in digital television. The transition date for low-power television stations to convert to digital or halt operations has been postponed until July 13, 2021. We have timely completed the digital transition of all of our full-power and Class A television stations to the digital mode. We are in the process of transitioning certain of our low-power stations to the digital mode where we believe is in our best interest to do so. We will make additional decisions during the post-incentive auction and repacking period, as we determine the availability of spectrum to accommodate our analog low-power television stations. The FCC has adopted rules to permit low-power stations to operate on a paired or stand-alone basis in digital service. We have secured authority for certain of our low-power stations to have paired operations or operate in digital. In certain cases, we have requested authority to “flash cut” certain of our low-power stations to digital service. In those markets where no spectrum was available for paired operations, we will make a decision to switch individual stations from analog to digital service based on the viewing patterns of our viewers. We continue to review future use of certain of our low-power stations that continue to operate in analog and will determine whether to switch them to digital in advance of the July 13, 2021 deadline. Equipment and other costs associated with the transition to digital television, including the necessity of temporary dual-mode operations and the relocation of stations from one channel to another, have imposed some near-term financial costs on our television stations providing the services, some of which costs we recouped through reimbursements from the FCC. The potential exists for new sources of revenue to be derived from use of the digital spectrum, which we continue to explore. Digital Radio Services. The FCC has adopted standards for authorizing and implementing terrestrial digital audio broadcasting technology, known as “In-Band On-Channel™” or HD Radio, for radio stations. Digital audio broadcasting’s advantages over traditional analog broadcasting technology include improved sound quality and the ability to offer a greater variety of auxiliary services. This technology permits FM and AM stations to transmit radio programming in both analog and digital formats, or in digital only formats, using the bandwidth that the radio station is currently licensed to use. We have elected and commenced the process of rolling out this technology on a gradual basis owing to the absence of receivers equipped to receive such signals and are considering its merits as well as its costs. It is unclear what effect such technology will have on our business or the operations of our radio stations. Radio Frequency Radiation. The FCC has adopted rules limiting human exposure to levels of radio frequency radiation. These rules require applicants for renewal of broadcast licenses or modification of existing licenses to inform the FCC whether an applicant’s broadcast facility would expose people to excessive radio frequency radiation. We currently believe that all of our stations are in compliance with the FCC’s current rules regarding radio frequency radiation exposure. Low-Power Radio Broadcast Service. The FCC has created a low-power FM radio service and has granted a limited number of construction permits for such stations. Pursuant to legislation adopted in 2011, this service is being expanded and the opportunities for FM translator stations reduced. The low-power FM service allows for the operation of low-power FM radio stations, with a maximum power level of 100 watts. The 100-watt stations reach an area with a radius of approximately three and one-half miles. The low-power FM stations are required to protect other existing FM stations, as currently required of full-powered FM stations. The low-power FM service is exclusively non-commercial. To date, our stations have not suffered any technical interference from such low-power FM stations’ signals. Due to current technical restrictions and the non-commercial ownership requirement for low-power FM stations, we have not found that low-power FM service has caused any detrimental economic impact on our stations as well. Federal legislation has resulted in the increase in the availability of the low-power FM service and the FCC has recently begun granting new low-power FM authorizations. We do not foresee any material impact on our stations as a result of this legislation. 27 Other Proceedings. The Satellite Home Viewer Improvement Act of 1999, or SHVIA, allows satellite carriers to deliver broadcast programming to subscribers who are unable to obtain television network programming over the air from local television stations. Congress in 1999 enacted legislation to amend the SHVIA to facilitate the ability of satellite carriers to provide subscribers with programming from local television stations. Any satellite company that has chosen to provide local-into-local service must provide subscribers with all of the local broadcast television signals that are assigned to the market and where television licensees ask to be carried on the satellite system. We have taken advantage of this law to secure carriage of our full-power stations in those markets where the satellite operators have implemented local-into-local service. SHVIA expired in 2004 and Congress adopted the Satellite Home Viewer Extension and Reauthorization Act of 2004, or SHVERA. SHVERA extended the ability of satellite operators to implement local-into-local service. SHVERA expired in late 2009, but was extended in May 2010 by the Satellite Television Extension and Localism Act, or STELA. STELA provided a further five-year extension of the “carry one/carry all” rule earlier adopted in SHVIA and SHVERA and was further renewed in late 2014 under the terms of the STELA Reauthorization Act of 2014, or STELAR. STELAR expired in 2019 and was replaced by the Television Viewer Protection Act of 2019, or TVPA, which made the satellite carriage provisions permanent and required satellite television operators to serve all television markets. To the extent we have decided to secure our carriage on DBS through retransmission consent agreements, the statutory carriage provisions are no longer relevant to us. The FCC has been undertaking a lengthy proceeding dealing with the revitalization of the AM band and the results may affect the ability of certain of our AM radio stations to improve their signal carriage or may affect interference among stations. As of the present, we have not experienced any negative impact on the operations of our AM stations. Over the years, there have been legislative efforts in Congress to modify the tax laws to make advertising more expensive for businesses. Advertising is currently treated as an ordinary and necessary business expense. Should businesses not be able to deduct fully their advertising expenses in the year incurred, there could be a negative impact on advertising revenue for broadcasters. We cannot determine the effect of any such change in tax laws would have on our business and results of operations. White Spaces. The FCC has adopted rules allowing unlicensed users to operate within the broadcast spectrum in unoccupied parts known as the “white spaces.” The intention of the rules is to make available unused spectrum for use in connection with wireless functions related to connectivity between computers and related devices and the Internet. The FCC believes that the provisions it adopted will protect broadcast services. Broadcast groups, on the other hand, believe that operation of unlicensed devices in the “white spaces” has the potential for causing interference to broadcast reception. It is premature to judge the potential impact of what services, if any, operate under the FCC’s rules on over-the-air broadcasting. Performance Tax. While radio broadcasters have long paid license fees to composers for the musical works they have written, radio broadcasters have never compensated musical artists for their recordings of these works. The rationale was that the radio broadcasting industry provided artists, free of charge, with a promotional service for their performance. As the entire music industry has changed, with revenues from the sale of CDs continuing to drop dramatically, both musical artists and the recording companies have sought a change in how business is done. The recording companies, with the backing of many artists, have asked Congress to require that broadcasters pay fees for the broadcast exploitation of musical works. Such legislation received favorable committee action in Congress during 2009 and 2010, but no legislation was then enacted. Congress has not taken any subsequent actions, but the issue remains under consideration. Were such legislation to be adopted, its impact would depend on how any fees were structured. Spectrum Policies/Incentive Auction. After studying national broadband needs, the FCC determined that more spectrum should be made available for wireless broadband services based on the growing usage of wireless devices by consumers and businesses and associated spectrum needs for telephony, data transmission, and entertainment purposes. In order to avert a spectrum crisis, the FCC proposed to recover and reallocate to wireless broadband a total of 500 MHz of spectrum, of which the FCC expected up to 120 MHz (amounting to 20 channels of 6MHz each) to come from spectrum currently allocated to over-the-air television broadcasting. In order to achieve this spectrum reallocation, Congress enacted legislation and the FCC established a mechanism for broadcasters to participate in a “voluntary incentive auction” in which interested station owners would offer the spectrum usage rights of their stations in a “reverse auction”, providing spectrum usage rights for wireless operators to purchase in a simultaneous or future “forward auction”. Through a series of rulemaking proceedings, the FCC established how stations would be valued, what percentage of the auction payments would go to broadcasters, and what rights, if any, stations that relinquished spectrum usage rights or stations agreeing to share spectrum usage rights would retain following the completion of the auction process. Following the completion of the auction process in April 2017, the FCC provided for a repacking of the television band, commencing in late 2018 and extending until mid-2020, in order to deal with the reduction in spectrum available for over-the-air broadcast stations. This repacking has had an impact on certain of our full-service and Class A stations which have been and continue to be relocated, and the levels of interference protection and other regulatory provisions may be altered to accommodate the reduction in available broadcast channels. The FCC has been authorized to use certain of the proceeds derived from the auction to reimburse broadcasters for certain costs associated with such repacking and where our stations are affected by the repacking, we have sought reimbursement to limit the economic impact of repacking on us. We are nearing the completion of the repacking of our stations and, with the exception of one station for which the FCC has granted us an extension, are presently in compliance with the FCC’s schedule for undertaking the transition to post-auction channels. 28 The incentive auction process resulted in the FCC recovering from broadcasters 84 MHz, or the equivalent of 14 television channels of 6 MHz each. The reduction in the amount of spectrum recovered, from 120 MHz to 84 MHz, set the stage for the repacking process, affecting certain of our broadcast television stations. We applied to participate in the reverse auction to monetize a portion of our spectrum usage rights. We returned the spectrum for four of our full-service and Class A stations and we received proceeds of approximately $264 million in 2017. Under the terms of the incentive auction, stations that returned their spectrum were entitled to engage subsequently in channel sharing arrangements. Under a channel sharing arrangement, a station that has returned spectrum (known as a sharee) enters into an agreement, meeting certain requirements set by the FCC, with another station that has not returned spectrum (known as the sharer), and the two parties then divide the authorized spectrum of the sharer enabling both to continue to transmit programming but with smaller amounts of bandwidth. A reduction in bandwidth may reduce the ability of a station in offering multicast programming and the revenue that can be derived from such service. In the case of two of our stations that returned spectrum, they are engaged in channel sharing with other of our stations. In the case of the other two stations, we have signed channel sharing agreements with third parties and expended certain of the incentive auction proceeds as consideration for the third parties to serve as our hosts. All of those channel sharing arrangements are now in full operation. The reduction in available spectrum arising from the post-auction repacking process may also have a detrimental impact on low- power stations (other than Class A stations), which are not protected owing to their secondary status. Re(cid:74)ulat(cid:76)on of (cid:39)(cid:76)(cid:74)(cid:76)tal (cid:36)d(cid:89)ert(cid:76)(cid:86)(cid:76)n(cid:74) We are subject to many United States federal and state laws and regulations, as well as laws and regulations of other jurisdictions, applicable to businesses engaged in providing digital media advertising services. These laws potentially can affect our business to the extent they restrict our business practices, increase our cost of compliance or impose a greater risk of liability. These laws and regulations continue to evolve and may substantially impact our ability to derive revenue from targeted digital and other advertising and marketing, and are likely to impose additional compliance costs on our operations. Compliance with privacy, data protection and data security laws plays a significant role in our business. In the United States, both federal and state laws regulate activities inherent to digital advertising, including the collection, use, sharing, and distribution of consumer data by us and by companies with which we do business in the course of providing digital media services. We also rely on the services of third parties in gathering, using and storing consumer data, and these parties’ compliance with applicable laws affects our own compliance status. Because we interact with consumers outside the United States and provide services to advertisers who themselves interact with those consumers, the laws of other jurisdictions may also apply to the types of services we provide and to the gathering, use, and sharing of the personal information of our viewers, listeners, and digital media users. Privacy and data protection regulations have gained substantial publicity and attention in light of growing consumer expectations both for enhanced services as well as privacy, especially in light of publicized data breach incidents and allegations of undisclosed and uncontested use of consumers’ personal information, and increasingly are the subject of regulatory attention and enforcement as well as private litigation often taking the form of consumer class actions. The regulatory standards continue to evolve in ways that impose additional compliance costs and risks on businesses, like ours, that possess, process and share consumer data. Of particular importance is the enactment of the California Consumer Privacy Act, or the CCPA, that became effective on January 1, 2020. While the California Attorney General will not begin to bring enforcement actions under the CCPA until July 1, 2020, the CCPA’s obligations are currently in force. The CCPA imposes new restrictions on the use, sharing and security of personal information and substantially expands the definition of covered personal information to include geolocation information and device location data, among other categories of information. The CCPA also provides rights and remedies to individual consumers, including the right to object to certain marketing uses of their information and, in certain circumstances, the right to require deletion of their personal information and to opt out of the sale of their personal information. While the CCPA’s actual impact on advertising and marketing markets cannot yet be determined with any certainty, it is likely that advertisers, advertising service providers and data providers will modify their practices in ways that may inhibit direct-to-consumer marketing and advertising with potential revenue impacts. In addition, because of our targeted digital advertising strategies, we will be required to implement procedures to implement and recognize these rights and restrictions, imposing both operational costs and potential loss of revenues. The impact of the CCPA likely will extend beyond our California markets as it may be impractical to maintain parallel compliance processes across our markets. Other states are contemplating similar legislative and regulatory initiatives, some of which may impose additional or even inconsistent regulatory obligations. We are not presently able to determine the impact that the CCPA may have on our operations and results of operations. 29 Online advertising activities in the United States primarily have been subject to regulation and enforcement by the Federal Trade Commission, or FTC, which principally relies on its enforcement authority under Section 5 of the Federal Trade Commission Act of 1914, as amended, or the FTC Act, to investigate and respond to allegedly unfair or deceptive acts and practices. Section 5 has been the primary regulatory tool used to respond to claims of deceptive or inadequate advertising as well as privacy policies, inadequate data security practices and misuse of consumer data. The FTC’s enforcement focus has included close attention to the mobile advertising industry. For example, in December 2012, the FTC adopted amendments to rules under the Children's Online Privacy Protection Act, or COPPA, which went into effect in July 2013. These amendments broaden the potential applicability of COPPA compliance obligations to our activities and those of our clients when interacting with children. In addition, the FTC’s testimonial and endorsement guidelines were updated in late 2009 and provide additional and expanded guidance for advertising practices using endorsements, testimonials, and similar content. In addition to formal rules and guidelines, the FTC’s active enforcement in the digital media industry creates evolving precedent for challenging digital advertising practices as deceptive or unfair. State consumer protection laws and the enforcement of those laws by state attorneys general also impose substantial compliance risks on our business. By way of further example, California’s parallel children’s privacy law also has been expanded and potentially reaches consumers not covered by COPPA. Because we rely upon third parties to assist us in operating and managing digital advertising and marketing strategies, our compliance obligations (and attendant risks) include the acts and omissions of those third parties. The FTC has devoted particular attention to businesses within the digital media channel where the FTC has determined that potentially abusive practices have occurred or are likely to occur. The FTC focuses its enforcement resources on the accuracy of consumer disclosures, data security, data practices transparency, consumer tracking, and data aggregation. More recently, the FTC has communicated its intention to focus on the use of data to disadvantage vulnerable or minority communities, and particular attention has been paid to data brokers and aggregators of the type that may assist us in creating consumer profiles and in serving advertisements, with particular inquiry into issues of bias attendant to machine learning and algorithmically based practices. In some circumstances, the FTC has taken the position that advertisers may be liable for the acts of channel partners and has successfully brought enforcement actions against parties based on the activities of their channel partners. This creates the possibility of enforcement risk for acts other than our own. The FTC also has employed its Section 5 authority to take action against digital advertising businesses with regard to their data security practices and policies, even apart from its traditional enforcement of privacy regulations and standards. State attorneys general also enforce consumer protection laws, some modeled after the FTC Act, in ways that affect the digital advertising industry. In addition, several states mandate specific data security measures, and all U.S. states and the District of Columbia enforce data breach notification laws that require notification to consumers and, in some instances, law enforcement, in the event of a covered data security incident. There are private rights of action under some of these state laws, increasing the financial risk attendant to data incidents. In other markets we serve, the regulation of consumer practices in digital advertising is less mature. In Mexico, for example, the regulation of digital advertising largely relies on applying regulatory constraints on traditional print advertising (such as prohibitions on pornographic or politically inflammatory speech) to digital advertising. The issue of privacy in the digital media industry is still evolving. U.S. and foreign governments have enacted, have considered or are considering legislation or regulations that could significantly restrict industry participants’ ability to collect, retain, augment, analyze, use and share consumer data, such as by regulating the level of consumer notice and consent required before a company can employ “cookies” or other electronic tools to track online activities. Enforcement bodies are developing rules and enforcement standards applicable to the collection, storage and use of geolocation data, biometric data, transparency of consumer data profile creation and management, and consumer access to and control over their individual online profiles and the collection of consumer data through “Internet of Things” technology. The privacy and data security laws of Mexico, though still evolving, present a particular compliance obligation given our relationship with Mexican consumers. Mexican law mandates the application of adequate data security measures and the consent of individuals before processing their personal information. The European Union, or EU, and its member states traditionally regulated digital advertising practices pursuant to Directive 95/46/EC (commonly known as the “Data Protection Directive”) and implementing national legislation. Effective as of May 1, 2018, the EU’s General Data Protection Regulation (“GDPR”) replaced the Data Protection Directive. The GDPR reaches a greater range of data processing practices that occur outside the EU than was the case under the Data Protection Directive, imposes substantially greater penalties for its violation, and imposes greater notice, consent, and data processing obligations than did the Data Protection Directive. Current and developing EU law, among other things, requires advertisers to obtain specific types of explicit notice to and consent from individuals before using cookies or other technologies to track individuals and their online behavior and deliver targeted advertisements, increases monetary penalties for non-compliance, extends the extraterritorial reach of EU data protection laws, and grants consumers the rights in some circumstances to require that their data no longer be stored or processed. It remains a possibility that additional legislation may be passed or regulations may be enacted in the future. The GDPR increases monetary penalties for its breach that can equal 4% of an enterprise’s gross global turnover. The United Kingdom has enacted children’s privacy legislation that will impose new and complex obligations on businesses whose advertising and data collection practices reach minors under the age of 18. The law’s requirements are substantially more extensive than under the United States’ COPPA framework. In addition, the withdrawal by the United Kingdom from the EU, and the current lack of a finalized framework for the withdrawal, including the absence of a means of maintaining free flows of information between the EU and the United Kingdom, have created new uncertainty as to the scope and content of U.K. privacy laws. Additionally, other jurisdictions continue to develop enhanced data protection and security laws. 30 The regulation of cross-border data transfers is in a state of heightened uncertainty, with the EU having invalidated the EU/U.S. Safe Harbor Privacy Principles regime, which has been a principal means of bringing the transfer of the personal data of European nationals to certain jurisdictions, particularly the United States. The EU and the United States have entered into a new Privacy Shield Framework to replace the Safe Harbor Privacy Principles, but the Privacy Shield also has been challenged on the same grounds as was the Safe Harbor Privacy Principles. We also participate in industry self-regulatory programs under which, in addition to other compliance obligations, we provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising and allow them to opt-out from the use of data we collect for the delivery of targeted advertising. The rules and policies of the self-regulatory programs in which we participate are updated from time to time and may impose additional restrictions upon us in the future. Additionally, in the United States and, increasingly, in other jurisdictions, consumers are provided private rights of action to file civil lawsuits, including class action lawsuits, against companies that conduct business in the digital media industry, 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. Plaintiffs in these lawsuits have alleged a range of violations of federal, state and common law, including computer trespass and violation of specific privacy laws. Recent appellate decisions have affirmed the standing of consumers to initiate class and mass action litigation to remedy breaches of their privacy rights and injuries resulting from data breaches. State attorneys general in most states have the authority to bring similar actions on behalf of their residents. Any failure, or perceived failure, by us to comply with U.S. federal, state, or applicable international laws or regulations pertaining to privacy or data protection, or other policies, self-regulatory requirements or legal obligations could result in proceedings or actions against us by governmental entities or others, and also could result in reputational injury and/or monetary fines. IT(cid:40)(cid:48) 1(cid:36)(cid:17) RI(cid:54)(cid:46) (cid:41)(cid:36)(cid:38)T(cid:50)R(cid:54) If we cannot raise required capital, we may have to reduce or curtail certain existing operations. We require significant additional capital for general working capital and debt service needs. If our cash flow and existing working capital are not sufficient to fund our general working capital and debt service requirements, we will have to raise additional funds by selling equity, issuing debt, refinancing some or all of our existing debt, selling assets or subsidiaries and/or curtailing certain operations. None of these alternatives for raising additional funds may be available, or available on terms satisfactory to us, in amounts sufficient for us to meet our requirements. In addition, our ability to raise additional funds and engage in acquisitions and divestitures is limited by the terms of the 2017 Credit Agreement. Our failure to obtain any required new financing may, if needed, could have a material adverse effect on our results of operations and financial condition. Our substantial level of debt could limit our ability to grow and compete. Our total indebtedness was approximately $218.2 million as of December 31, 2019. A significant portion of our cash flow from operations is and will continue to be used to service our debt obligations, and our ability to obtain additional financing is limited by the terms of the 2017 Credit Agreement. We may not have sufficient future cash flow to meet our debt payments, or we may not be able to refinance any of our debt at maturity. We have pledged all of our domestic assets and our existing and future domestic subsidiaries to our lenders as collateral. Our lenders could proceed against the collateral to repay outstanding indebtedness if we are unable to meet our debt service obligations. If amounts outstanding under the 2017 Credit Agreement were to be accelerated, our assets may not be sufficient to repay in full the money owed to such lender. Our substantial indebtedness could have important consequences to our business, including without limitation: • • • preventing us, under the terms of the 2017 Credit Agreement, from obtaining additional financing to grow our business and compete effectively; limiting our ability, as a practical matter, to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy or other purposes; and placing us at a disadvantage compared to those of our competitors who have less debt. 31 The 2017 Credit Agreement contains various covenants that limit management’s discretion in the operation of our business and could limit our ability to grow and compete. Subject to certain exceptions, the 2017 Credit Agreement contains covenants that limit the ability of us and our restricted subsidiaries to, among other things: • • • • • • • • • • • • • • incur liens on our property or assets; make certain investments; incur additional indebtedness; consummate any merger, dissolution, liquidation, consolidation or sale of substantially all our assets; make certain acquisitions; dispose of certain assets; make certain restricted payments; enter into substantially different lines of business; enter into certain transactions with affiliates; use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; change or amend the terms of our organizational documents or the organization documents of certain restricted subsidiaries in a materially adverse way to the lenders, or change or amend the terms of certain indebtedness; enter into sale and leaseback transactions; make prepayments of any subordinated indebtedness, subject to certain conditions; and change our fiscal year, or accounting policies or reporting practices. Moreover, if we fail to comply with certain customary terms of default under the 2017 Credit Agreement, our lenders could: • • elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit. Any such action by our lenders would have a material adverse effect on our overall business and financial condition. Historically, we have a history of net losses in some periods and net income in other periods. We have a significant accumulated deficit. Were we to experience net losses again, our ability to comply with the 2017 Credit Agreement and continue to operate our business as it is presently conducted, could be jeopardized. We reported net loss of $19.7 million and had positive cash flow from operations of $31.5 million for the year ended December 31, 2019. We reported net income of $12.2 million and had positive cash flow from operations of $33.8 million for the year ended December 31, 2018. Additionally, as of December 31, 2019, we had an accumulated deficit of $547.9 million. If we were to experience net losses and/or declining net revenue over a period of time, there could be an adverse effect on our liquidity and capital resources. In addition, if events or circumstances occur such that we were not able to generate positive cash flow and operate our business as it is presently conducted, we may be required to obtain additional equity or debt financing, refinance our existing debt, sell assets and/or curtail certain operations. There is no assurance that any such transactions, if required, could be consummated on terms satisfactory to us or at all. Any default under our 2017 Credit Facility, or inability to renegotiate such agreements or obtain additional financing if needed, would have a material adverse effect on our overall business and financial condition. 32 If we are not able to properly remediate our material weakness or are otherwise unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, timely file our periodic reports, maintain our stock exchange listing or prevent fraud. As reported in “Item 9A—Controls and Procedures” contained in this report, management identified a material weakness in our internal control over financial reporting for the fiscal year ended December 31, 2018 with respect to our digital segment. While we have implemented certain measures that we believe will remediate this material weakness, we have not yet fully remediated this material weakness and we can provide no assurance that our remediation efforts will be effective. Under standards established by the Securities and Exchange Commission, or the SEC, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, detected or corrected on a timely basis. If additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, or the existing material weakness is not fully remediated, there exists a risk that our consolidated financial statements may contain material misstatements that are unknown to us at that time, and such misstatements could require us to restate our financial results. Our management or our independent registered public accounting firm may identify other material weaknesses in our internal control over financial reporting in the future. The existence of a material weaknesses in our internal control over financial reporting may affect our ability to timely file periodic reports under the Exchange Act, which could consequently result in The New York Stock Exchange delisting our Class A common stock or other regulatory actions that may be initiated against us by the SEC. Any of these events could have a material adverse effect on the market price of our Class A common stock or on our business, financial condition and results of operations. Our ability to generate the significant amount of cash needed to service our indebtedness and financial obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control. In addition, we may not be able to pay amounts due on our indebtedness. As of December 31, 2019, we had outstanding total indebtedness of approximately $218.2 million. Our ability to make payments on and refinance our indebtedness, including the amounts borrowed under our 2017 Credit Facility and other financial obligations, and to fund our operations, depends on our ability to generate substantial operating cash flow. Our cash flow generation will depend on our future performance, which is subject to many factors, including prevailing economic conditions and financial, business and other factors, many of which are beyond our control. Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our 2017 Credit Facility or otherwise, in amounts sufficient to enable us to service our indebtedness, including the borrowings under our 2017 Credit Facility, or to fund our other liquidity needs. If events or circumstances occur such that we are not able to generate positive cash flow and operate our business as it is presently conducted, we may be required to refinance our existing indebtedness, sell assets, curtail certain operations and/or obtain additional equity or debt financing. There is no assurance that any such transactions, if required, could be consummated on terms satisfactory to us or at all. Because of these and other factors beyond our control, we may be unable to pay the principal, premium, if any, interest or other amounts on our indebtedness. Uncertain or adverse economic conditions may have a negative impact on our industry, business, results of operations or financial position. Uncertain or adverse economic conditions could have a negative effect on the fundamentals of our business, results of operations and/or financial position. These conditions, including without limitation those resulting from a public health crisis such as the COVID-19 coronavirus, could have a negative impact on our industry or the industry of those customers who advertise on our stations, including, among others, the automotive, services, healthcare, retail, travel, restaurants, and telecommunications industries, which provide a significant amount of our advertising revenue. There can be no assurance that we will not experience any material adverse effect on our business as a result of current or future economic conditions, including those caused by the outbreak of the COVID-19 coronavirus, or that the actions of the United States Government, Federal Reserve or other governmental and regulatory bodies for the purpose of stimulating the economy or financial markets will achieve their intended effect. Additionally, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers or our financial condition, results of operations or the trading price of our securities. Potential consequences of the foregoing include: • • • the financial condition of companies that advertise on our stations, including, among others, those in the automotive, services, healthcare, retail, travel, restaurants, and telecommunications industries, which may file for bankruptcy protection or face severe cash flow issues, may result in a further significant decline in our advertising revenue; our ability to borrow capital on terms and conditions that we find satisfactory, or at all, may be limited, which could limit our ability to refinance our existing debt; potential increased costs of borrowing capital if interest rates rise; 33 • • • our ability to pursue permitted acquisitions or divestitures of television or radio assets may be limited, both as a result of these factors and, with respect to acquisitions and dispositions, limitations contained in our 2017 Credit Agreement; the possible further impairment of some or all of the value of our syndicated programming, goodwill and other intangible assets, including our broadcast licenses; and the possibility that our lenders under the 2017 Credit Facility could refuse to fund its commitment to us or could fail, and we may not be able to replace the financing commitment of any such lender on satisfactory terms, or at all. Actual or perceived difficulties in the global capital and credit markets have adversely affected, and uncertain or adverse economic conditions may negatively affect, our business, as well as the industries of many of our customers, which are cyclical in nature. Some of the markets in which our advertisers operate, such as the services, telecommunications, automotive, fast food and restaurants, and retail industries, are cyclical in nature, thus posing a risk to us which is beyond our control. A decline in consumer and business confidence and spending, together with significant reductions in the availability and increases in the cost of credit and volatility in the capital and credit markets, whether as a result of the recent outbreak of the COVID-19 coronavirus or otherwise, could adversely affect the business and economic environment in which we operate, which in turn can affect the profitability of our business. Our business is significantly exposed to risks associated with the creditworthiness of our key advertisers and other strategic business partners. These conditions have resulted, from time to time in the past, and could again result, in financial instability or other adverse effects at many of our advertisers and other strategic business partners. The consequences of such adverse effects could include the delay or cancellation of customer advertising orders, cancellation of our programming and termination of facilities that broadcast or re-broadcast our programming. The recurrence of any of these conditions may adversely affect our cash flow, profitability and financial condition. Future disruption of the credit markets, increases in interest rates and/or sluggish economic growth in future periods could adversely affect our customers’ access to or cost of credit, which supports the continuation and expansion of their businesses, and could result in advertising cancellations or suspensions, payment delays or defaults by our customers. Uncertain economic conditions may affect our financial performance or our ability to forecast our business with accuracy. Our operations and performance depend primarily on U.S. and, to a lesser extent, international economic conditions and their impact on purchases of advertising by our customers. As a result of the global financial crisis that began in 2008, which was experienced on a broad and extensive scope and scale, and the last recession in the United States, general economic conditions deteriorated significantly, and the economic recovery since that time has been at a slower rate of growth than has been experienced during previous periods of economic expansion. In addition, the recent uncertainty surrounding the public health concerns over the global outbreak of the COVID-19 coronavirus have caused significant disruptions and uncertainty in the financial markets and global economic outlook. These economic conditions, including lower economic growth rates, may remain uncertain for the foreseeable future. We believe that as a result, our customers may alter their purchasing activities in response to the current and future economic environments, and, among other things, our customers may change or scale back future purchases of advertising. This uncertainty may also affect our ability to prepare accurate financial forecasts or meet specific forecasted results. If we are unable to adequately respond to or forecast further changes in demand for advertising, our results of operations, financial condition and business prospects may be materially and adversely affected. We may be unable to integrate any acquisitions that we undertake successfully, which could disrupt our business and adversely affect our financial conditions and result in operations. Subject to certain restrictions contained in our 2017 Credit Agreement, we plan to continue to evaluate opportunities to make future acquisitions as opportunities present themselves, in a manner that is consistent with our overall acquisition strategy. We cannot accurately predict the timing, size, and success of any currently planned or future acquisitions. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Additionally, unforeseen expenses, delays and competition frequently encountered in connection with pursuing acquisition targets could inhibit our growth and negatively impact our operating results. We also may be unable to effectively complete an integration of the acquired businesses with our own or achieve our desired operating, growth, and performance goals for acquired businesses. The integration of acquired businesses involves numerous risks, including: • • • the potential disruption of our core business; the potential strain on our financial and managerial controls, reporting systems and procedures; potential unknown liabilities associated with the acquired business; 34 • • • • • • • • • costs relating to liabilities which we agree to assume; unanticipated costs associated with the acquisition; diversion of management’s attention from our core business; problems assimilating the purchased operations or technologies; risks associated with entering markets and businesses in which we have little or no prior experience; failure of acquired businesses to achieve expected results; adverse effects on existing business relationships; the risk of impairment charges related to potential write-downs of acquired assets; and the potential inability to create uniform standards, controls, procedures, policies, and information systems. We cannot assure you that we would be successful in overcoming problems encountered in connection with any acquisitions, and our inability to do so could materially adversely affect our financial condition and results of operations. We expect to experience certain risk factors in our overseas operations, which risks may increase if and as our overseas operations expand. Outside the United States, our digital media segment engages in business operations that are located primarily in Spain, Mexico, Argentina and other Latin American countries. We are subject to certain risks inherent in business operations outside the United States. These risks include but are not limited to geopolitical concerns, local politics, governmental instability, socioeconomic disparities, fiscal policies, high inflation and hyper-inflation, currency fluctuations, currency exchange controls, restrictions on repatriating foreign-derived profits to the United States, local regulatory compliance, punitive tariffs, unstable local tax policies, trade embargoes, import and export license requirements, trade restrictions, greater difficulty collecting accounts receivable, unfamiliarity with local laws and regulations, differing legal standards in enforcing or defending our rights in courts or otherwise, the possibility of less favorable intellectual property protection than is provided in the United States, changes in labor conditions, difficulties in staffing and managing international operations, difficulties in finding personnel locally who are capable of complying with the financial and reporting requirements of U.S. reporting companies, actions taken by foreign governments to respond to localized viral outbreaks and other public health risks, such as recent quarantines and travel restrictions related to the COVID-19 coronavirus, and other cultural differences. Foreign economies may differ favorably or unfavorably from the U.S. economy in growth of gross domestic product, rate of inflation, market development, rate of savings, capital investment, resource self-sufficiency and balance of payments positions, and in many other respects. We expect to experience fluctuations in foreign exchange rates in our overseas operations, which may increase if and as our overseas operations expand. Our digital media segment engages in business operations involving a wide range of currencies. Our consolidated financial statements of our operations outside the United States are translated into U.S. Dollars at the average exchange rates in each applicable period. To the extent that the U.S. Dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions will result in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent that the U.S. Dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions will result in increased revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign operations into U.S. Dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of financial statements into U.S. Dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we may have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss. Some of the countries in which our digital media segment 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. Some of the countries in which our digital media segment operates, including Mexico, Argentina and Brazil, have experienced hyper-inflation in the past, which could magnify socioeconomic, geopolitical or financial uncertainties that could affect our operations in such countries. Argentina is currently undergoing a period of high inflation. 35 Additionally, our digital media assets, liabilities, income and costs can change significantly by showing our foreign currency denominated assets and debts converted to amounts in U.S. Dollars, the currency in which we report, and these can also change when financial statements in foreign currencies from our overseas operations are converted to and presented in U.S. Dollars. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, and it is therefore possible for our consolidated results of operations, including our sales volume in foreign currencies, our cost of revenue in foreign currencies and other items, to be influenced if exchange rates change significantly in one or more of these currencies. While it is possible that we may engage in some exchange rate risk hedging in the future, the availability and effectiveness of any hedging transaction may be limited and we may not be able to successfully hedge our exchange rate risks. We must comply with the Foreign Corrupt Practices Act. We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in certain countries, including some of the countries in which we operate. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new business, which would put us at a disadvantage. Although we intend to inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties. We may have difficulty establishing adequate management, legal and financial controls in some of the countries in which we operate, which difficulties may increase if and as our overseas operations expand. Certain of the countries in which we operate historically have been deficient in U.S.-style local management and internal financial reporting concepts and practices, as well as in modern banking and other control systems. We may have difficulty in hiring and retaining a sufficient number of locally-qualified employees to work in such countries who are capable of satisfying all the obligations of a U.S. public reporting company. As a result of these factors, we may experience difficulty in establishing adequate management, legal and financial controls (including internal controls over financial reporting), collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices in such countries that meet U.S. standards as in effect from time to time that are applicable to reporting companies. We may be exposed to certain risks enforcing our legal rights generally in some of the countries in which we operate. Unlike the United States, most of the countries in which we operate have a civil law system based on written statutes in which judicial decisions have limited precedential value. While we believe that most or all the countries in which we operate have enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment, intellectual property, commerce, taxation and trade, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in any of these countries is therefore unpredictable. These matters may be subject to the exercise of considerable discretion by national, provincial or municipal governments, agencies and/or courts, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination. Cancellations or reductions of advertising could adversely affect our results of operations. We do not obtain long-term commitments from our advertisers, and advertisers may cancel, reduce or postpone orders without penalty. We have experienced cancellations, reductions or delays in purchases of advertising from time to time in the past and more regularly during the recent global financial crisis and recession. These have affected, and could continue to affect, our revenue and results of operations, especially if we are unable to replace such advertising purchases. Many of our expenses are based, at least in part, on our expectations of future revenue and are therefore relatively fixed once budgeted. Therefore, weakness in advertising sales would adversely impact both our revenue and our results of operations. 36 Our advertising revenue can vary substantially from period to period based on many factors beyond our control, including but not limited to those discussed above. This volatility affects our operating results and may reduce our ability to repay indebtedness or reduce the market value of our securities. We rely on sales of advertising time for most of our revenues and, as a result, our operating results are sensitive to the amount of advertising revenue we generate. If we generate less revenue, it may be more difficult for us to repay our indebtedness and the value of our business may decline. Our ability to sell advertising time depends on: • • • • • • • the levels of advertising, which can fluctuate between and among industry groups and in general, based on industry and general economic conditions; for our television and radio segment, the health of the economy in the markets where our television and radio stations are located and in the nation as a whole, and for our digital segment, the health of the economy in the markets where our digital advertising customers, publishers and audiences are located, and globally as a whole; the popularity of our programming and that of our competition; changes in the makeup of the population in the markets where our stations are located; the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, MVPDs, Internet and broadband content providers, and publishers and digital advertising technology companies serving in the same markets; changes in advertising choices and placements in different media, such as new media, compared to traditional media such as television and radio; and other factors that may be beyond our control. Changes in our accounting estimates and assumptions could negatively affect our financial position and operating results. We prepare our financial statements in accordance with generally accepted accounting principles, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities, the disclosure of contingent assets and liabilities, and our financial statements. We are also required to make certain judgments that affect the reported amounts of revenue and expenses during each reporting period. We periodically evaluate our estimates and assumptions, including those relating to the valuation of intangible assets, investments, income taxes, stock-based compensation, reserves, litigation and contingencies. We base our estimates on historical experience and various assumptions that we believe to be reasonable at the time we make those assumptions, based on specific circumstances. Actual results could differ materially from our estimated results. Additionally, changes in accounting standards, assumptions or estimates may have an adverse impact on our financial position, results of operations and cash flows. The terms of any additional equity or convertible debt financing could contain terms that are superior to the rights of our existing security holders. Depending upon our future results of operations, and our ability to further reduce costs as necessary and comply with our financing agreements, we may require additional equity or debt financing. If future funds are raised through issuance of stock or convertible debt, these securities could have rights, privileges and preference senior to those of common stock. The sale of additional equity securities or securities convertible into or exchangeable for equity securities could also result in dilution to our current stockholders. There can be no assurance that additional financing, if required, will be available on terms satisfactory to us or at all. Any failure to maintain our FCC broadcast licenses could cause a default under our 2017 Credit Facility and cause an acceleration of our indebtedness. Our 2017 Credit Facility requires us to maintain our FCC licenses. If the FCC were to revoke any of our material licenses, our lender could declare all amounts outstanding under the 2017 Credit Facility to be immediately due and payable. If our indebtedness is accelerated, we may not have sufficient funds to pay the amounts owed. We have a significant amount of goodwill and other intangible assets and we may never realize the full value of our intangible assets. Goodwill and intangible assets totaled $315.8 million and $351.5 million at December 31, 2019 and 2018, respectively, primarily attributable to acquisitions in prior years. At the date of these acquisitions, the fair value of the acquired goodwill and intangible assets equaled its book value. 37 Goodwill and indefinite life intangible assets are tested annually on October 1 for impairment, or more frequently if events or changes in circumstances indicate that our assets might be impaired. Such circumstances may include, among other things, a significant decrease in our operating performance, decrease in prevailing broadcast transaction multiples, deterioration in broadcasting industry revenues, adverse market conditions, a significant decrease in our market capitalization, adverse changes in applicable laws and regulations, including changes that restrict the activities of or affect the products or services sold by our businesses and a variety of other factors. Appraisals of any of our reporting units or changes in estimates of our future cash flows could affect our impairment analysis in future periods and cause us to record either an additional expense for impairment of assets previously determined to be impaired or record an expense for impairment of other assets. Depending on future circumstances, we may never realize the full value of our intangible assets. Any determination of impairment of our goodwill or other intangibles could have an adverse effect on our financial condition and results of operations. Univision’s ownership of our Class U common stock may make some transactions difficult or impossible to complete without Univision’s consent. Univision is the holder of all of our issued and outstanding Class U common stock. Although the Class U common stock has limited voting rights and does not include the right to elect directors, we may not, without the consent of Univision, merge, consolidate or enter into a business combination, dissolve or liquidate or dispose of any interest in any FCC license with respect to television stations which are affiliates of Univision, among other things. Univision’s ownership interest may have the effect of delaying, deterring or preventing a change in control and may make some transactions more difficult or impossible to complete without Univision’s support or due to Univision’s then-existing media interests in applicable markets. If our affiliation or other contractual relationships with Univision or Univision’s programming success change in an adverse manner, it could negatively affect our television ratings, business, revenue and results of operations. Our affiliation and other contractual relationships with Univision have a significant impact on our business, revenue and results of operations of our television stations. If our affiliation agreement or another contractual relationship with Univision were terminated, or if Univision were to stop providing programming to us for any reason and we were unable to obtain replacement programming of comparable quality, it could have a material adverse effect on our business, revenue and results of operations. We regularly engage in discussions with Univision regarding various matters relating to our contractual relationships. If Univision were to not continue to provide programming, marketing, available advertising time and other support to us on the same basis as currently provided, or if our affiliation agreement or another contractual relationship with Univision were to otherwise change in an adverse manner, it could have a material adverse effect on our business, revenue and results of operations. Our television stations compete for audiences and advertising revenue primarily on the basis of programming content and advertising rates. Audience ratings are a key factor in determining our television advertising rates and the revenue that we generate. If Univision’s programming success or ratings were to decline, it could lead to a reduction in our advertising rates and advertising revenue on which our television business depends. Univision’s relationships with Televisa is important to Univision’s, and consequently our, continued success. If Televisa were to stop providing programming to Univision for any reason, and Univision were unable to provide us with replacement programming of comparable quality, it could have a material adverse effect on our business and results of operations. Additionally, by aligning ourselves closely with Univision, we might forego other opportunities that could diversify our television programming and avoid dependence on Univision’s television networks. We are dependent on key personnel. Our business is managed by a small number of key management and operating personnel, and the loss of one or more of these individuals could have a material adverse effect on our business. We believe that our future success will also depend in large part on our ability to attract and retain highly skilled and qualified personnel and to effectively train and manage our employee base. Our Chief Executive Officer currently has control of our company, giving him the ability to determine the outcome of most actions by our company and its stockholders, including the election of all of our company's directors. As of March 11, 2020, Walter F. Ulloa, and stockholders affiliated with him, collectively hold approximately 57.6% of the voting power of our common stock. Under Delaware law, these stockholders, by themselves, have the power to elect all the directors of our company and determine the outcome of most matters placed before the stockholders for action. 38 Stockholders who desire to change control of our company may be prevented from doing so by provisions of our second amended and restated certificate of incorporation and the 2017 Credit Agreement. In addition, other agreements contain provisions that could discourage a takeover. Our Second Amended and Restated Certificate of Incorporation, or our certificate of incorporation, could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders. The provisions of our certificate of incorporation could diminish the opportunities for a stockholder to participate in tender offers. In addition, under our certificate of incorporation, our board of directors may issue preferred stock on terms that could have the effect of delaying or preventing a change in control of our company. The issuance of preferred stock could also negatively affect the voting power of holders of our common stock. The provisions of our certificate of incorporation may have the effect of discouraging or preventing an acquisition or sale of our business. In addition, the 2017 Credit Agreement contains limitations on our ability to enter into a change of control transaction. Under the 2017 Credit Agreement, the occurrence of a change of control would constitute an event of default permitting acceleration of our outstanding indebtedness. We operate in highly competitive industries subject to changing technologies, and we may not be able to compete successfully. We operate in highly competitive industries. Our television stations, radio stations and digital media platforms compete for audiences and advertising with other television stations, radio stations and digital media platforms, as well as with other forms of media and content delivery. Advances in technologies or alternative methods of content delivery, as well as changes in audience or advertiser expectations driven by changes in these or other technologies and methods of content delivery across our segments, could have a negative effect on our business. Examples of such advances in technologies include video-on-demand, satellite radio, video games, text messaging, streaming video and downloaded content from mobile phones, tablets and other personal video and audio devices. For example, devices that allow users to view or listen to television or radio programs on a time-shifted basis, and technologies which enable users to fast-forward or skip advertisements altogether, such as DVRs and mobile devices, are causing changes in consumer behavior that could affect the perceived attractiveness of our services to advertisers, and could adversely affect our advertising revenue and our results of operations. In addition, further increases in the use of mobile devices which allow users to view or listen to content of their own choosing, in their own time, while avoiding traditional commercial advertisements, could adversely affect our advertising revenue and our results of operations. Additionally, MVPDs, direct-to-home satellite operators, and other sources have implemented OTT services (operated by MVPDs and others, including Dish Network, AT&T/DirecTV, YouTube and Sony) that allow them to transmit targeted programming or limited bundles of broadcast and non-broadcast programming that may or may not include our stations over the Internet to audiences, potentially leading to increased competition for viewers in our markets. New technologies and methods of buying advertising present an additional competitive challenge, as competitors offer products and services such as the ability to purchase advertising programmatically or bundled offline and online advertising, aimed at capturing advertising spend that previously went to broadcasters. Our inability, for technological, business or other reasons, to adapt to changes in program offerings and technology on a timely and effective basis, exploit new sources of revenue from these changes, or to enhance, develop, introduce and deliver compelling advertising solutions in response to changing market conditions and technologies or evolving expectations of advertisers may affect our business prospects and results of operations. Revenue in our digital segment depends significantly on our ability to adapt to rapidly changing technology, as well as client preferences and expectations as a result thereof. Our industry is subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced services. We must constantly make investment decisions regarding services and technology to meet client demand and evolving industry standards. If new or existing competitors have more attractive services, we may lose advertising clients or advertising clients may decrease their use of our services. New client demands, superior competitive services or new industry standards could require us to make unanticipated and costly changes to our digital platforms or business model. If we fail to adapt to our rapidly changing industry or to evolving client needs, demand for our services could decrease and our business, financial condition and results of operations may be adversely affected. 39 We are subject to cybersecurity threats which could lead to business disruptions or data breaches that could damage our reputation, harm our business, expose us to liability and materially adversely affect our results of operations. We may be subject to disruptions, breaches or cyber-attacks of our secured networks and information technology systems caused by illegal hacking, criminal fraud or impersonation, computer viruses, acts of vandalism or terrorism or employee error, and our security measures or those of any third party service providers we use may not detect or prevent such security breaches. We may incur significant costs to investigate, eliminate, remediate or alleviate cybersecurity breaches and vulnerabilities and to improve our information security capabilities, which could be significant, and our efforts to protect against such breaches or vulnerabilities may not be successful. Any such compromise of our information security or the third-party providers on which we rely could also result in the unauthorized publication of our confidential business or proprietary information or the unauthorized release of customer or employee data or a violation of privacy or other laws in the jurisdictions in which we operate. Such incidents could subject us to substantial governmental fines and civil liability in ensuing litigation. Any of the foregoing could irreparably damage our reputation and business and/or expose us to material monetary liability, which could have a material adverse effect on our results of operations. Legislation and regulation of digital media businesses, including privacy and data protection regimes, could create unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our digital media technology platform or business model. U.S. and foreign governments have enacted, considered or are currently considering legislation or regulations that relate to digital advertising, including, for example, the online collection and use of anonymous user data and unique device identifiers, such as IP address or unique mobile device identifiers, geo-location data, biometric data, and other privacy and data protection regulation. Some authorities have applied competition rules to regulate digital advertising practices which may result in structural changes to advertising practices. Such legislation or regulations could increase the costs of doing business online, and could reduce the demand for our digital solutions or otherwise adversely affect our digital operations. For example, a wide variety of state, national and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. While we take measures to protect the security of information that we collect, use and disclose in the operation of our business, such measures may not always be effective. Data protection and privacy-related laws and regulations are evolving and could result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. In addition, it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our business practices. These laws and regulations may impose obligations that are inconsistent with or interfere with our ability to comply with other legal obligations. Any failure, or perceived failure, by us to comply with U.S. federal, state, or international laws, including laws and regulations governing privacy, data security or consumer protection, could result in proceedings against us by governmental entities, consumers or others. Any such proceedings could force us to spend significant amounts in defense of these proceedings, distract our management, result in fines or require us to pay significant monetary damages, damage our reputation, adversely affect the demand for our services, increase our costs of doing business or otherwise cause us to change our business practices or limit or inhibit our ability to operate or expand our digital operations. Because we, at times, rely on third parties to perform functions on our behalf, non-compliance by these third parties with laws and regulations relating to the services they provide to us may subject us to additional legal exposure. The increased regulatory scrutiny of data practices has complicated the process of engaging third party service providers and performing due diligence and supplier management processes, and limited some parties’ willingness to share, process or store data that supports consumer marketing and advertising, adversely affecting the financial results of such business activities. We may be subject to intellectual property rights claims by third parties, which may be extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies. Third parties may assert claims of infringement of intellectual property rights in proprietary technology against us for which we may be liable. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from operating our business. Although third parties may offer a license to their technology, the terms of any offered license may not be satisfactory to us and the failure to obtain a license or the costs associated with any license could cause our business, financial condition and results of operations to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from distributing certain products or performing certain services or that requires us to pay substantial damages, including treble damages if we are found to have willfully infringed such claimant's patents or copyrights, royalties or other fees. Any of these events could seriously harm our business financial condition and results of operations. 40 If we cannot renew our FCC broadcast licenses, our broadcast operations would be impaired. Our television and radio businesses depend upon maintaining our broadcast licenses, which are issued by the FCC. The FCC has the authority to renew licenses, not renew them, renew them only with significant qualifications, including renewals for less than a full term, or revoke them. Although we have to date renewed all our FCC licenses in the ordinary course, we cannot assure investors that our future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our operations. Failing to renew any of our stations’ main licenses would prevent us from operating the affected stations, which could materially adversely affect our business, financial condition and results of operations. 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, financial condition and results of operations. Displacement of any of our low-power television stations (other than Class A stations) could cause our ratings and revenue for any such station to decrease. We own and operate a number of television stations in the FCC’s low-power television service. Our low-power television stations operate with less power and coverage than our full-power stations. The FCC rules under which we operate provide that low- power television stations (but not our Class A television stations) are treated as a secondary service. If any or all of our low-power stations are found to cause interference to full-power stations or sufficient channels become unavailable to accommodate incumbent broadcast television stations, owing to the relocation of full-power stations to fewer channels as part of the incentive auction repacking process, we could be required to eliminate the interference, terminate service, or consider other options, including channel sharing arrangements. In a few urban markets where we operate, including San Diego, there are a limited number of alternative channels to which our low-power television stations can migrate. If, as a result of the elimination of part of the broadcast spectrum or otherwise, as part of the incentive auction and repacking process, we are unable to move the signals of our low-power television stations to replacement channels, or such channels do not permit us to maintain the same level of service, we may be unable to maintain the viewership these stations currently have, which could harm our ratings and advertising revenue or, in the worst case, cause us to discontinue operations at these low-power television stations. Finally, all analog low-power television stations must migrate to digital operations on or before July 13, 2021. We have not yet decided which of our remaining analog low-power television stations we will migrate to digital operations. Because our full-power television stations rely on retransmission consent rights to obtain MVPD carriage, new laws or regulations that eliminate or limit the scope of our MVPD carriage rights or affect how we negotiate our agreements, could have a material adverse impact on our television operations. We no longer rely on “must carry” rights to obtain the retransmission of our full-power television stations on MVPDs. New laws or regulations could affect retransmission consent rights and the negotiating process between broadcasters and MVPDs and this may affect our negotiating strategies and the economic results we achieve in such negotiations. For instance, the inability of non- common owners of television stations in a television market to negotiate with MVPDs has an impact on our negotiating arrangements with Univision. Our low-power television stations do not have MVPD “must carry” rights. Some of our low-power television stations are carried on MVPDs as they provide broadcast programming the MVPDs desire or are part of the retransmission consent agreements we are party to. Where MVPDs are not contractually required to carry our low-power stations, we face future uncertainty with respect to the availability of MVPD carriage for our low-power television stations. We are a party to various retransmission consent agreements that may be terminated or not extended following their current termination dates. If our retransmission consent agreements are terminated or not extended following their current termination dates, our ability to reach MVPD subscribers and, thereby, compete effectively, may be adversely affected, which could adversely affect our business, financial condition and results of operations. Retransmission consent revenue may not continue to grow at recent rates and are subject to reverse network compensation. While we expect the amount of revenues generated from our retransmission consent agreements to continue to grow in the near- term and beyond, the rate of growth of such revenue may not continue at recent or current rates and may be detrimentally affected by network program suppliers seeking reverse network compensation, the growing concentration in the MVPD industry, and the impact of on-demand and OTT program services that are resulting in reduced numbers of MVPD subscribers, all of which may result in the amounts that MVPDs are willing or able to pay for our programming. 41 Carriage of our signals on DBS services is subject to DBS companies providing local broadcast signals in the television markets we serve and our decision as to the terms upon which our signals will be carried. SHVIA allowed DBS television companies, which are currently AT&T/DirecTV and Dish Network, to transmit local broadcast television station signals back to their subscribers in local markets. In exchange for this privilege, however, SHVIA required that in television markets in which a DBS company elects to pick up and retransmit any local broadcast station signals, the DBS provider must also offer to its subscribers signals from all other qualified local broadcast television stations in that market. Our broadcast television stations in markets for which DBS operators have elected to carry local stations have previously obtained carriage under this “carry one/carry all” rule. SHVIA expired in 2004 and Congress adopted SHVERA, which expired in 2009, but was extended in May 2010 by STELA. STELA and STELAR provide further five-year extensions. The TVPA has made these provisions permanent. To the extent we have decided to secure our carriage on DBS through retransmission consent agreements, the “carry one/carry all” rule no longer is relevant to us. Changes in the FCC’s ownership rules could lead to increased market power for our competitors or could place limits on our ability to acquire stations in certain markets. As required by the Communications Act and as the regulator of over-the-air broadcasting, the FCC, both on a quadrennial basis and in individual proceedings, continues to review its policies for the ownership of both radio and television stations. To date, however, only a reduction in the nationwide television cap, to 39% of the viewing public, has been the subject of federal legislation. The impact of changes in the FCC’s rules as to how many stations a party may own, operate and/or control, and how these are counted, depends on whether the FCC expands its ownership limits, as it has done in the past, or adopts new limits on ownership, as it has also done as in the case of time brokerage and joint sales agreements. In the case of the former, expanding ownership limits could result in our competitors’ ability to increase their ownership presence in the markets in which we operate. In the case of the latter, as has been discussed herein in connection with the UHF discount and attribution of joint sales agreements, we may be unable to acquire stations in markets where additional station ownership would enable us to achieve operating efficiencies or grow our broadcasting business. The 2014 Quadrennial Review resulted in the adoption of changes to the FCC’s ownership rules that we had deemed favorable to us. The status of these rules changes, owing to the recent decision of the Third Circuit, are subject to further decisions of the FCC and U.S. courts. We rely on over-the-air spectrum which is being altered in connection in the incentive auction context, the results of which may affect the broadcasting services in general and our operations in particular. Our television business operates through over-the-air transmission of broadcast signals. These transmissions are authorized under licenses issued to our stations by the FCC. The current electromagnetic spectrum is finite and certain parts of the spectrum are better than others owing to the ability of electromagnetic signals to penetrate buildings. This is the portion of the spectrum where broadcast stations operate. With the advent of mobile wireless communications and its use not only for voice but for broadband distribution, the need for spectrum has grown. The FCC has sought to increase the amount of spectrum available for use by wireless broadband services at the expense of over-the-air broadcast services. Available sources of such spectrum are limited and the spectrum allotted for television broadcasting as a source for such spectrum repurposing has been identified as containing spectrum that the FCC seeks to recover in part and make available for wireless broadband use. The FCC has been required by statute to undertake and has now completed an incentive auction involving relinquishing and repurposing broadcast spectrum usage rights that have been auctioned off for what is expected to be wireless service use. While existing broadcasters that did not relinquish spectrum usage rights as part of the incentive auction are entitled to have their service protected, the future of broadcasting with a smaller and repacked broadcast band cannot be known until the entire process is completed in 2020. In this regard, it cannot be certain how the FCC’s efforts to secure additional spectrum for mobile wireless communications and the incentive auction, including the results of our participation in the incentive auction process and repacking processes that accompanied the redistribution of reduced broadcast spectrum, will affect television broadcasting in general and our operations in particular. There will be many changes in the industry that will depend on the repurposing of spectrum previously used for over-the-air broadcasting, the ultimate results arising from the repacking of broadcast spectrum, the relocation of certain broadcast stations to new positions in the broadcast band during the 39-month repacking period, and the actions and reactions of broadcasters and the viewing public in responding to the new and different broadcast spectrum environment. There are significant political, legal and technical issues to overcome and be considered by us as the changes in spectrum operation and usage occur. We are giving consideration to all of the implications of the expected changes in how spectrum will be made available for broadcasting and how it will be used and expect to have a better idea of the changes upon evaluating the marketplace following the completion of the incentive auction process in 2020. 42 Changes in the competitive landscape or technology may impact our ability to monetize our spectrum assets. With the proliferation of mobile devices, new and expanding mechanisms for the distribution of video programming, and advances in technology that have freed up spectrum capacity, the monetization of our spectrum usage rights has become an integral part of our business in recent years. We rely on the demand to broadcast multicast networks and demand from telecommunications operators to operate interference free in our markets in order to monetize our spectrum. There are no assurances that this demand will continue in future periods. Additionally, program offerings and how they are made available as well as technology involving the utilization of spectrum are evolving rapidly. If we were not able, for technological, business or other reasons, to adapt to these changes in technology on a timely and effective basis, our ability to monetize our spectrum assets could be affected and have an adverse impact on our results of operations. (cid:36)(cid:89)a(cid:76)la(cid:69)le Informat(cid:76)on We make available free of charge on our corporate website, www.entravision.com, the following reports, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC: • • • our annual report on Form 10-K; our quarterly reports on Form 10-Q; and our current reports on Form 8-K. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated by reference into this or any other filing we make with the SEC. IT(cid:40)(cid:48) 1(cid:37)(cid:17) (cid:56)(cid:49)R(cid:40)(cid:54)(cid:50)(cid:47)V(cid:40)(cid:39) (cid:54)T(cid:36)(cid:41)(cid:41) (cid:38)(cid:50)(cid:48)(cid:48)(cid:40)(cid:49)T(cid:54) None. IT(cid:40)(cid:48) 2(cid:17) PR(cid:50)P(cid:40)RTI(cid:40)(cid:54) Our corporate headquarters are located in Santa Monica, California. We lease approximately 16,000 square feet of space in the building housing our corporate headquarters under a lease expiring in January 2021. We also lease approximately 41,000 square feet of space in the building housing our radio network headquarters in Los Angeles, California, under a lease expiring in December 2026. The types of properties required to support each of our television stations, radio stations and digital operations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of our office, studio and tower facilities are leased pursuant to long-term leases. We also own the buildings and/or land used for office, studio and tower facilities at certain of our television and/or radio properties. We own substantially all of the equipment used in our television and radio broadcasting business. We believe that all of our facilities and equipment are adequate to conduct our present operations. We also lease certain facilities and broadcast equipment in the operation of our business. See Note 7 to “Notes to Consolidated Financial Statements”. IT(cid:40)(cid:48) (cid:22)(cid:17) (cid:47)(cid:40)(cid:42)(cid:36)(cid:47) PR(cid:50)(cid:38)(cid:40)(cid:40)(cid:39)I(cid:49)(cid:42)(cid:54) We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business. IT(cid:40)(cid:48) (cid:23)(cid:17) (cid:48)I(cid:49)(cid:40) (cid:54)(cid:36)(cid:41)(cid:40)T(cid:60) (cid:39)I(cid:54)(cid:38)(cid:47)(cid:50)(cid:54)(cid:56)R(cid:40)(cid:54) Not applicable. 43 P(cid:36)RT II IT(cid:40)(cid:48) 5(cid:17) (cid:48)(cid:36)R(cid:46)(cid:40)T (cid:41)(cid:50)R R(cid:40)(cid:42)I(cid:54)TR(cid:36)(cid:49)T(cid:182)(cid:54) (cid:38)(cid:50)(cid:48)(cid:48)(cid:50)(cid:49) (cid:40)(cid:52)(cid:56)IT(cid:60) (cid:36)(cid:49)(cid:39) R(cid:40)(cid:47)(cid:36)T(cid:40)(cid:39) (cid:54)T(cid:50)(cid:38)(cid:46)(cid:43)(cid:50)(cid:47)(cid:39)(cid:40)R (cid:48)(cid:36)TT(cid:40)R(cid:54) (cid:36)(cid:49)(cid:39) I(cid:54)(cid:54)(cid:56)(cid:40)R P(cid:56)R(cid:38)(cid:43)(cid:36)(cid:54)(cid:40)(cid:54) (cid:50)(cid:41) (cid:40)(cid:52)(cid:56)IT(cid:60) (cid:54)(cid:40)(cid:38)(cid:56)RITI(cid:40)(cid:54) (cid:48)ar(cid:78)et Informat(cid:76)on 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 11, 2020, there were approximately 104 holders of record of our Class A common stock. We believe that the number of beneficial owners of our Class A common stock substantially exceeds this number. Performance (cid:42)ra(cid:83)(cid:75) The following graph, which was produced by S&P Global Market Intelligence, depicts our performance for the period from December 31, 2014 through December 31, 2019, 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 and the S&P Broadcasting & Cable TV Index. This graph assumes $100 was invested in each of our Class A Common Stock, the S&P 500 Index and the S&P Broadcasting & Cable TV Index, as of the market close on December 31, 2014. Upon request, we will furnish to stockholders a list of the component companies of such indices. We caution that the stock price performance shown in the graph below should not be considered indicative of potential future stock price performance. (cid:38)(cid:50)(cid:48)P(cid:36)RI(cid:54)(cid:50)(cid:49) (cid:50)(cid:41) 5 (cid:60)(cid:40)(cid:36)R (cid:38)(cid:56)(cid:48)(cid:56)(cid:47)(cid:36)TIV(cid:40) T(cid:50)T(cid:36)(cid:47) R(cid:40)T(cid:56)R(cid:49)(cid:13) Among Entravision Communications Corporation, the S&P 500 Index and the S&P Broadcasting Index Total Return Performance Entravision Communications Corporation S&P 500 Index S&P Broadcasting Index 200 150 100 50 e u l a V x e d n I 0 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 Index Entravision Communications Corporation S&P 500 Index S&P Broadcasting Index 12(cid:18)(cid:22)1(cid:18)1(cid:23) 12(cid:18)(cid:22)1(cid:18)15 12(cid:18)(cid:22)1(cid:18)1(cid:25) 12(cid:18)(cid:22)1(cid:18)1(cid:26) 12(cid:18)(cid:22)1(cid:18)1(cid:27) 12(cid:18)(cid:22)1(cid:18)1(cid:28) Period Ending 120.74 101.38 81.83 111.57 113.51 99.15 116.92 138.29 96.12 49.92 132.23 84.49 47.95 173.86 91.99 100.00 100.00 100.00 44 (cid:39)(cid:76)(cid:89)(cid:76)dend Pol(cid:76)c(cid:92) We currently pay a dividend on our Class A 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 2017 Credit Agreement places certain restrictions on our ability to pay dividends on any class of our common stock. (cid:54)ecur(cid:76)t(cid:76)e(cid:86) (cid:36)ut(cid:75)or(cid:76)(cid:93)ed for I(cid:86)(cid:86)uance (cid:56)nder (cid:40)(cid:84)u(cid:76)t(cid:92) (cid:38)om(cid:83)en(cid:86)at(cid:76)on Plan(cid:86) The following table sets forth information regarding outstanding options and shares reserved for future issuance under our equity compensation plans as of December 31, 2019: (cid:49)um(cid:69)er of (cid:54)ecur(cid:76)t(cid:76)e(cid:86) to (cid:69)e I(cid:86)(cid:86)ued u(cid:83)on (cid:40)xerc(cid:76)(cid:86)e of (cid:50)ut(cid:86)tand(cid:76)n(cid:74) (cid:50)(cid:83)t(cid:76)on(cid:86)(cid:15) (cid:58)arrant(cid:86) and R(cid:76)(cid:74)(cid:75)t(cid:86) (cid:58)e(cid:76)(cid:74)(cid:75)ted(cid:16)(cid:36)(cid:89)era(cid:74)e (cid:40)xerc(cid:76)(cid:86)e Pr(cid:76)ce of (cid:50)ut(cid:86)tand(cid:76)n(cid:74) (cid:50)(cid:83)t(cid:76)on(cid:86)(cid:15) (cid:58)arrant(cid:86) and R(cid:76)(cid:74)(cid:75)t(cid:86) (cid:49)um(cid:69)er of (cid:54)ecur(cid:76)t(cid:76)e(cid:86) Rema(cid:76)n(cid:76)n(cid:74) (cid:36)(cid:89)a(cid:76)la(cid:69)le for (cid:41)uture I(cid:86)(cid:86)uance (cid:56)nder (cid:40)(cid:84)u(cid:76)t(cid:92) (cid:38)om(cid:83)en(cid:86)at(cid:76)on Plan(cid:86) (cid:11)exclud(cid:76)n(cid:74) (cid:54)ecur(cid:76)t(cid:76)e(cid:86) Reflected (cid:76)n t(cid:75)e (cid:41)(cid:76)r(cid:86)t (cid:38)olumn(cid:12) 943,500 $ 2.20(2) 5,035,081 Plan (cid:38)ate(cid:74)or(cid:92) Equity compensation plans approved by security holders: Incentive Stock Plans (1) (1) Represents information with respect to both our 2000 Omnibus Equity Incentive Plan and our 2004 Equity Incentive Plan. No options, warrants or rights have been issued other than pursuant to these plans. (2) Weighted average exercise price of outstanding options; excludes restricted stock units. I(cid:86)(cid:86)uer Purc(cid:75)a(cid:86)e(cid:86) of (cid:40)(cid:84)u(cid:76)t(cid:92) (cid:54)ecur(cid:76)t(cid:76)e(cid:86) On July 13, 2017, our Board of Directors approved a share repurchase program of up to $15.0 million of our outstanding Class A common stock. On April 11, 2018, our Board of Directors approved the repurchase of up to an additional $15.0 million of our outstanding Class A common stock, for a total repurchase authorization of up to $30.0 million. On August 27, 2019, the Board of Directors approved the repurchase of up to an additional $15.0 million of the Company’s Class A common stock, for a total repurchase authorization of up to $45.0 million. Under the share repurchase program, we are authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. The share repurchase program may be suspended or discontinued at any time without prior notice. From inception of the share repurchase program through December 31, 2019, we have repurchased a total of approximately 8.3 million shares of Class A common stock at an average price of $3.81, for an aggregate purchase price of approximately $31.7 million. All repurchased shares were retired as of December 31, 2019. IT(cid:40)(cid:48) (cid:25)(cid:17) (cid:54)(cid:40)(cid:47)(cid:40)(cid:38)T(cid:40)(cid:39) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:39)(cid:36)T(cid:36) The selected financial data set forth below with respect to our consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017, and with respect to our consolidated balance sheets as of December 31, 2019 and 2018, have been derived from our audited consolidated financial statements which are included elsewhere herein. The consolidated statement of operations data for the years ended December 31, 2016 and 2015, and the consolidated balance sheet data as of December 31, 2017, 2016 and 2015, have been derived from our audited consolidated financial statements not included herein. The selected consolidated financial data set forth below is qualified in its entirety by, and should be read in conjunction with, both Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and the consolidated statements and the notes to those consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data”, of this annual report on Form 10-K. 45 (In thousands, except share and per share data) 201(cid:28) (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) 201(cid:25) 201(cid:27) 2015 (cid:54)tatement(cid:86) of (cid:50)(cid:83)erat(cid:76)on(cid:86) (cid:39)ata(cid:29) Net Revenue: Revenue from advertising and retransmission consent Revenue from spectrum usage rights Cost of revenue - television (spectrum usage rights) Cost of revenue - digital media Direct operating expenses Selling, general and administrative expenses Corporate expenses Depreciation and amortization Change in fair value of contingent consideration Impairment charge Foreign currency (gain) loss Other operating (gain) loss Operating income (loss) Interest expense Interest income Dividend income Gain (loss) on debt extinguishment Impairment loss on investment Income (loss) before income taxes Income tax (expense) benefit Income (loss) before equity in net income (loss) of nonconsolidated affiliate Equity in net income (loss) of nonconsolidated affiliate Net income (loss) Net income (loss) per share, basic Net income (loss) per share, diluted Cash dividends declared per common share, basic Cash dividends declared per common share, diluted Weighted average common shares outstanding, basic Weighted average common shares outstanding, diluted (cid:50)t(cid:75)er (cid:39)ata(cid:29) Capital expenditures (cid:37)alance (cid:54)(cid:75)eet (cid:39)ata(cid:29) Cash and cash equivalents Total assets Long-term debt, including current portion Total stockholders' equity $ $ 260,514 $ 13,061 273,575 $ 294,839 $ 2,976 297,815 $ 272,091 $ 263,943 536,034 $ 258,514 $ — 258,514 $ 243,484 10,650 254,134 — 36,757 119,412 53,965 28,067 16,648 (6,478) 32,097 754 (5,994) 275,228 (1,653) (13,683) 3,353 918 (255) — (11,320) (8,158) — 45,096 125,242 51,535 26,865 16,273 (1,202) — 1,616 (1,187) 264,238 33,577 (15,743) 3,973 1,475 (550) (1,320) 21,412 (7,877) 12,340 32,998 119,283 49,116 27,937 16,411 — — 350 (262) 258,173 277,861 (16,709) 774 — (3,306) — 258,620 (82,612) — 9,536 113,439 46,798 24,543 15,342 — — — — 209,658 48,856 (15,469) 300 — (161) — 33,526 (13,121) — 7,242 110,323 42,815 22,520 15,989 — — — — 198,889 55,245 (13,047) 45 — (204) — 42,039 (16,414) (19,478) (234) (19,712) $ 13,535 (1,374) 12,161 $ 176,008 (310) 175,698 $ 20,405 — 20,405 $ 25,625 — 25,625 (0.23) $ (0.23) $ 0.20 $ 0.20 $ 0.14 $ 0.13 $ 0.20 $ 0.20 $ 1.95 $ 1.91 $ 0.16 $ 0.16 $ 0.23 $ 0.22 $ 0.13 $ 0.12 $ 0.29 0.28 0.11 0.10 85,107,301 89,115,997 90,272,257 89,340,589 87,920,230 85,107,301 90,328,583 91,891,957 91,303,056 90,295,185 201(cid:28) (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) 201(cid:25) 201(cid:27) 2015 25,284 $ 15,717 $ 12,688 $ 9,308 $ 13,548 33,123 $ 656,200 216,024 288,172 $ 46,733 $ 690,409 243,541 332,732 $ 39,560 $ 766,139 295,489 348,275 $ 61,520 $ 517,921 290,447 183,456 $ 47,924 524,962 313,337 167,273 $ $ $ $ $ $ $ $ 46 IT(cid:40)(cid:48) (cid:26)(cid:17) (cid:48)(cid:36)(cid:49)(cid:36)(cid:42)(cid:40)(cid:48)(cid:40)(cid:49)T(cid:182)(cid:54) (cid:39)I(cid:54)(cid:38)(cid:56)(cid:54)(cid:54)I(cid:50)(cid:49) (cid:36)(cid:49)(cid:39) (cid:36)(cid:49)(cid:36)(cid:47)(cid:60)(cid:54)I(cid:54) (cid:50)(cid:41) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:38)(cid:50)(cid:49)(cid:39)ITI(cid:50)(cid:49) (cid:36)(cid:49)(cid:39) R(cid:40)(cid:54)(cid:56)(cid:47)T(cid:54) (cid:50)(cid:41) (cid:50)P(cid:40)R(cid:36)TI(cid:50)(cid:49)(cid:54) The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2019, 2018 and 2017 and consolidated financial condition as of December 31, 2019 and 2018 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K. The discussion and analysis of our financial condition and results of operations for 2019 compared to 2018 appears below. As permitted by SEC rules, we have omitted the discussion and analysis of our financial condition and results of operations for 2018 compared to 2017. See Item 7, “Management’s Discussions and Analysis of Financial Condition and Results of Operations”, in our Annual Report on Form 10-K for the year ended December 31, 2018, for this discussion. (cid:50)V(cid:40)RVI(cid:40)(cid:58) We are a leading global media company that, through our television and radio segments, reaches and engages U.S. Hispanics across acculturation levels and media channels. Additionally, our digital segment, whose operations are located primarily in Spain, Mexico, Argentina and other countries in Latin America, reaches a global market. Our operations encompass integrated marketing and media solutions, comprised of television, radio and digital properties and data analytics services. For financial reporting purposes, we report in three segments based upon the type of advertising medium: television broadcasting, radio broadcasting and digital media. Our net revenue for the year ended December 31, 2019 was $273.6 million. Of that amount, revenue attributed to our television segment accounted for approximately 55%, revenue attributed to our digital media segment accounted for approximately 25%, and revenue attributed to our radio segment accounted for approximately 20%. We own and/or operate 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. We own and operate 49 radio stations in 16 U.S. markets. Our radio stations consist of 38 FM and 11 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. We also sell advertisements and syndicate radio programming to more than 100 markets across the United States. We also provide digital advertising solutions that allow advertisers to reach primarily online Hispanic audiences worldwide. We operate a proprietary technology and data platform that delivers digital advertising in various advertising formats that allows advertisers to reach audiences across a wide range of Internet-connected devices on our owned and operated digital media sites; the digital media sites of our publisher partners; and on other digital media sites we access through third-party platforms and exchanges. We generate revenue primarily from sales of national and local advertising time on television stations, radio stations and digital media platforms, and from retransmission consent agreements that are entered into with MVPDs. Advertising rates are, in large part, based on each medium’s ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when commercials are broadcast and when display or other digital advertisements record impressions on the websites of our third party publishers or as the advertiser’s previously agreed-upon performance criteria are satisfied. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts directly with agencies, we record net revenue from these agencies. Seasonal revenue fluctuations are common in our industry and are due primarily to variations in advertising expenditures by both local and national advertisers. Our first fiscal quarter generally produces the lowest net revenue for the year. In addition, advertising revenue is generally higher during presidential election years (2020, 2024, etc.), resulting from significant political advertising and, to a lesser degree, Congressional mid-term election years (2022, 2026, etc.), resulting from increased political advertising, compared to other years. We refer to the revenue generated by agreements with MVPDs as retransmission consent revenue, which 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. We recognize retransmission consent revenue earned as the television signal is delivered to the MVPD. Our FCC licenses grant us spectrum usage rights within each of the television markets in which we operate. We regard these rights as a valuable asset. With the proliferation of mobile devices and advances in technology that have freed up excess spectrum capacity, the monetization of our spectrum usage rights has become a significant part of our business in recent years. We generate revenue from agreements associated with these television stations’ spectrum usage rights from a variety of sources, including but not limited to agreements with third parties to utilize excess spectrum for the broadcast of their multicast networks; charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations; and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue generated by such agreements is recognized over the period of the lease or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. In addition, we will consider strategic acquisitions of television stations to further this strategy from time to time, as well as additional monetization opportunities expected to arise as the television broadcast industry anticipates advances in ATSC 3.0. 47 Our primary expenses are employee compensation, including commissions paid to our sales staff and amounts paid to our national representative firms, as well as expenses for general and administrative functions, promotion and selling, engineering, marketing, and local programming. Our local programming costs for television consist primarily of costs related to producing a local newscast in most of our markets. Cost of revenue related to our television segment consists primarily of the carrying value of spectrum usage rights that were surrendered in the FCC auction for broadcast spectrum. In addition, cost of revenue related to our digital media segment consists primarily of the costs of online media acquired from third-party publishers and third party server costs. Direct operating expenses include salaries and commissions of sales staff, amounts paid to national representation firms, production and programming expenses, fees for ratings services, and engineering costs. Corporate expenses consist primarily of salaries related to corporate officers and back office functions, third party legal and accounting services, and fees incurred as a result of being a publicly traded company. Highlights During 2019, our consolidated revenue decreased to $273.6 million from $297.8 million in the prior year, primarily due to a decrease in advertising revenue. The decrease in advertising revenue was partially offset by increases in revenue from spectrum usage rights and retransmission consent revenue in our television segment. Our audience shares remained strong in the nation’s most densely populated Hispanic markets. Net revenue for our television segment decreased to $149.7 million in 2019, from $152.9 million in 2018. This decrease of approximately $3.2 million was primarily due to decreases in national and local advertising revenue, as a result primarily of ratings declines, competitive factors with other Spanish-language broadcasters, and changing demographic preferences of audiences. We have previously noted a trend for advertising to move increasingly from traditional media, such as television, to new media, such as digital media, and we expect this trend to continue. We also experienced a decrease in political advertising revenue, which was not material in 2019. The overall decrease was partially offset by increases in revenue from retransmission consent and spectrum usage rights. We generated a total of $35.4 million in retransmission consent revenue for the year ended December 31, 2019 compared to $35.1 million for the year ended December 31, 2018. We generated a total of $13.1 million in spectrum usage rights revenue for the year ended December 31, 2019 compared to $3.0 million for the year ended December 31, 2018. Net revenue for our radio segment decreased to $55.0 million in 2019, from $63.9 million in 2018. This decrease of approximately $8.9 million was primarily due to decreases in local and national advertising revenue, as a result primarily of ratings declines, competitive factors with other Spanish-language broadcasters and changing demographic preferences of audiences, as well as the absence of revenue from FIFA World Cup in 2019 compared to 2018, and a decrease in political advertising revenue, which was not material in 2019. We have previously noted a trend for advertising to move increasingly from traditional media, such as radio, to new media, such as digital media, and we expect this trend to continue. This trend has had a more significant impact on our radio revenue as compared to television revenue, and we expect that this trend will also continue. Net revenue for our digital media segment decreased to $68.9 million in 2019, from $81.0 million in 2018. This decrease of approximately $12.1 million was a result of declines in both international and domestic revenue. We have previously noted a trend in our domestic digital operations whereby revenue is shifting more to programmatic revenue, and this trend is now growing in markets outside the United States. As a result, advertisers are demanding more efficiency and lower cost from intermediaries like us, which is putting pressure on margins. In response to this trend, we are offering programmatic solutions to advertisers and strategically shifting the focus of our other digital offerings to focus on generating revenue with lower associated cost of revenue. This has contributed to a decline in the volume of revenue but led to improvement in the gross margin percentage. The digital advertising industry remains dynamic and is continuing to undergo rapid changes in technology and competition. We expect this trend to continue and possibly accelerate. We must continue to remain vigilant to meet these dynamic and rapid changes including the need to further adjust our business strategies accordingly. No assurances can be given that such adjustments will be successful. Relationship with Univision Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation agreement with Univision provides certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. Under the network affiliation agreement, we retain the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision. Under the network affiliation agreement, Univision acts as our exclusive third-party sales representative for the sale of certain national advertising on our Univision- and UniMás-affiliate television stations, and we pay certain sales representation fees to Univision relating to sales of all advertising for broadcast on our Univision- and UniMás-affiliate television stations. 48 We also generate revenue under two marketing and sales agreements with Univision, which give us the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C. Under our proxy agreement with Univision, we grant Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. During the years ended December 31, 2019 and 2018, retransmission consent revenue accounted for approximately $35.4 million and $35.1 million, respectively, of which $27.3 million and $28.2 million, respectively, relate to the Univision proxy agreement. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. On October 2, 2017, we entered into the current affiliation agreement with Univision, which superseded and replaced our prior affiliation agreements with Univision. Additionally, on the same date, we entered into the current proxy agreement and current marketing and sales agreements with Univision, each of which superseded and replaced the prior comparable agreements with Univision. The term of each of these current agreements expires on December 31, 2026 for all of our Univision and UniMás network affiliate stations, except that each current agreement will expire on December 31, 2021 with respect to our Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. Univision currently owns approximately 11% of our common stock on a fully-converted basis. Our Class U common stock, all of which is held by Univision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of Univision. In addition, as the holder of all of our issued and outstanding Class U common stock, so long as Univision holds a certain number of shares of Class U common stock, we may not, without the consent of Univision, merge, consolidate or enter into a business combination, dissolve or liquidate our company or dispose of any interest in any FCC license with respect to television stations which are affiliates of Univision, among other things. Acquisitions and Dispositions (cid:46)(cid:48)(cid:38)(cid:38)(cid:16)TV On January 16, 2018, we completed the acquisition of television station KMCC-TV, which serves the Las Vegas, Nevada area, for an aggregate cash consideration of $3.6 million. The transaction was treated as an asset acquisition with the majority of the purchase price recorded in “Intangible assets not subject to amortization” on our consolidated balance sheet. (cid:54)madex On June 11, 2018, we completed the acquisition of Smadex, S.L. (“Smadex”), a mobile programmatic solutions provider that delivers performance-based solutions and data insights for marketers. The transaction was treated as a business acquisition in accordance with the guidance of ASC 805. We acquired Smadex to expand our technology platform, broaden our digital solutions offering and enhance our execution of performance campaigns. The transaction was funded from cash on hand for an aggregate cash consideration of $3.5 million, net of $1.2 million of cash acquired. The following is a summary of the final purchase price allocation for our acquisition of Smadex (in millions): Accounts receivable Other current assets Intangible assets subject to amortization Goodwill Current liabilities Long-term liabilities Deferred tax $ 0.9 0.4 2.0 3.6 (2.8) (0.2) (0.4) The fair value of assets acquired includes trade receivables of $0.9 million. The gross amount due under contract is $0.9 million, all of which is expected to be collectible. 49 During the year ended December 31, 2018, Smadex generated net revenue and expenses of $6.4 million and $5.8 million, respectively, which are included in our consolidated statements of operations. The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital segment and is attributable to the Smadex workforce and expected synergies from combining its operations with those of our own. The following unaudited pro forma information for the years ended December 31, 2018 and 2017 has been prepared to give effect to the acquisition of Smadex as if the acquisition had occurred on January 1, 2017. This pro-forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Pro (cid:41)orma(cid:29) Total revenue Net income (loss) (cid:37)a(cid:86)(cid:76)c and d(cid:76)luted earn(cid:76)n(cid:74)(cid:86) (cid:83)er (cid:86)(cid:75)are(cid:29) Net income per share, basic Net income per share, diluted Weighted average common shares outstanding, basic Weighted average common shares outstanding, diluted (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) 201(cid:27) $ $ $ $ 307,805 13,133 0.15 0.15 $ $ $ $ 541,663 175,765 1.95 1.91 89,115,997 90,272,257 90,328,583 91,891,957 The unaudited pro forma information for the year ended December 31, 2018 was adjusted to exclude acquisition fees and costs of $0.4 million, which were expensed in connection with the acquisition. (cid:46)(cid:48)(cid:37)(cid:43)(cid:16)TV On November 7, 2019, we completed the acquisition of television station KMBH-TV, serving the McAllen, Texas area, for an aggregate cash consideration of $2.9 million. The transaction was treated as an asset acquisition with the majority of the purchase price recorded in “Intangible assets not subject to amortization” on our consolidated balance sheet. 50 R(cid:40)(cid:54)(cid:56)(cid:47)T(cid:54) (cid:50)(cid:41) (cid:50)P(cid:40)R(cid:36)TI(cid:50)(cid:49)(cid:54) Separate financial data for each of the Company’s operating segments is provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, change in fair value of contingent consideration, impairment charge, other operating (gain) loss, and foreign currency (gain) loss. The Company evaluates the performance of its operating segments based on the following (in thousands): (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 201(cid:28) 201(cid:26) (cid:8) (cid:38)(cid:75)an(cid:74)e 201(cid:28) to 201(cid:27) (cid:8) (cid:38)(cid:75)an(cid:74)e 201(cid:27) to 201(cid:26) Net Revenue Revenue from advertising and retransmission consent Television Radio Digital Total Revenue from spectrum usage rights (television) Consolidated Cost of revenue - television (spectrum usage rights) Cost of revenue - digital media Direct operating expenses Television Radio Digital Consolidated Selling, general and administrative expenses Television Radio Digital Consolidated Depreciation and amortization Television Radio Digital Consolidated Segment operating profit (loss) Television Radio Digital Consolidated Corporate expenses Change in fair value of contingent consideration Impairment charge Foreign currency (gain) loss Other operating (gain) loss Operating income (loss) Consolidated adjusted EBITDA (1) Capital expenditures Television Radio Digital Consolidated Total assets Television Radio Digital Consolidated $ $ $ $ $ $ $ $ 136,593 55,013 68,908 260,514 13,061 273,575 — 36,757 61,778 39,277 18,357 119,412 22,638 17,423 13,904 53,965 10,059 1,866 4,723 16,648 55,179 (3,553) (4,833) 46,793 28,067 (6,478) 32,097 754 (5,994) (1,653) $ $ 41,209 24,174 792 318 25,284 465,758 138,463 51,979 656,200 $ $ $ $ 149,935 63,922 80,982 294,839 2,976 297,815 — 45,096 62,434 41,287 21,521 125,242 21,864 18,081 11,590 51,535 9,024 2,490 4,759 16,273 59,589 2,064 (1,984) 59,669 26,865 (1,202) — 1,616 (1,187) 33,577 54,038 14,336 350 1,031 15,717 487,929 121,020 81,460 690,409 $ $ $ $ $ $ $ 148,059 66,934 57,098 272,091 263,943 536,034 12,340 32,998 59,454 44,572 15,257 119,283 22,276 18,743 8,097 49,116 9,760 2,673 3,978 16,411 308,172 946 (3,232) 305,886 27,937 — — 350 (262) 277,861 50,608 10,945 1,679 64 12,688 556,942 126,248 82,949 766,139 (9)% (14)% (15)% (12)% 339% (8)% * (18)% (1)% (5)% (15)% (5)% 4% (4)% 20% 5% 11% (25)% (1)% 2% (7)% * 144% (22)% 4% 439% * (53)% 405% * (24)% 1% (4)% 42% 8% (99)% (44)% (100)% 37% 5% (7)% 41% 5% (2)% (4)% 43% 5% (8)% (7)% 20% (1)% (81)% 118% (39)% (80)% (4)% * * 362% 353% (88)% 7% Percentage not meaningful. * (1) Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non- cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication 51 programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings. We use the term consolidated adjusted EBITDA because that measure is defined in our 2017 Credit Agreement and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings. Since consolidated adjusted EBITDA is a measure governing several critical aspects of our 2017 Credit Facility, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. We may increase the aggregate principal amount outstanding by an additional amount equal to $100.0 million plus the amount that would result in our total net leverage ratio, or the ratio of consolidated total senior debt (net of up to $75.0 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, not exceeding 4.0. In addition, beginning December 31, 2018, at the end of every calendar year, in the event our total net leverage ratio is within certain ranges, we must make a debt prepayment equal to a certain percentage of our Excess Cash Flow, which is defined as consolidated adjusted EBITDA, less consolidated interest expense, less debt principal payments, less taxes paid, less other amounts set forth in the definition of Excess Cash Flow in the 2017 Credit Agreement. The total leverage ratio was as follows (in each case as of December 31): 2019, 3.5 to 1; 2018, 3.2 to 1. While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income (loss) and net income (loss). As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions. 52 Consolidated adjusted EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure to consolidated adjusted EBITDA is cash flows from operating activities. A reconciliation of this non-GAAP measure to cash flows from operating activities follows (in thousands): 201(cid:28) (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 201(cid:26) $ 41,209 $ 54,038 $ 50,608 Consolidated adjusted EBITDA (1) Net revenue - FCC spectrum incentive auction Expenses - FCC spectrum incentive auction Interest expense Interest income Gain (loss) on debt extinguishment Income tax (expense) benefit Amortization of syndication contracts Payments on syndication contracts Non-cash stock-based compensation included in direct operating expenses Non-cash stock-based compensation included in corporate expenses Depreciation and amortization Change in fair value of contingent consideration Other operating gain (loss) Impairment charge Impairment loss on investment Non-recurring severance charge Dividend income Equity in net income (loss) of nonconsolidated affiliates Net income (loss) Depreciation and amortization Cost of Revenue - television (spectrum usage rights) Deferred income taxes Amortization of debt issue costs Amortization of syndication contracts Payments on syndication contracts Equity in net (income) loss of nonconsolidated affiliate Non-cash stock-based compensation (Gain) loss on disposal of property and equipment (Gain) loss on debt extinguishment Impairment charge Impairment loss on investment Changes in assets and liabilities: (Increase) decrease in accounts receivable (Increase) decrease in prepaid expenses and other assets Increase (decrease) in accounts payable, accrued expenses and other liabilities Cash flows from operating activities $ (footnotes on preceding page) (cid:60)ear (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) (cid:38)om(cid:83)ared to (cid:60)ear (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) (cid:38)on(cid:86)ol(cid:76)dated (cid:50)(cid:83)erat(cid:76)on(cid:86) — — (13,683) 3,353 (255) (8,158) (505) 543 (732) (3,645) (16,648) 6,478 5,994 (32,097) — (2,250) 918 (234) (19,712) 16,648 — 5,311 881 505 (543) 234 4,377 158 255 32,097 — 8,610 2,102 (19,384) 31,539 $ — — (15,743) 3,973 (550) (7,877) (651) 643 (732) (5,055) (16,273) 1,202 1,187 — (1,320) (782) 1,475 (1,374) 12,161 16,273 — 4,612 1,124 651 (643) 1,374 5,787 — 550 — 1,320 5,895 (5,581) (9,727) 33,796 $ 263,943 (14,443) (16,709) 774 (3,306) (82,612) (452) 445 (1,236) (4,855) (16,411) — 262 — — — — (310) 175,698 16,411 12,340 81,766 3,237 452 (445) 310 6,091 28 3,306 — — 414 (913) 2,825 301,520 Net Revenue. Net revenue decreased to $273.6 million for the year ended December 31, 2019 from $297.8 million for the year ended December 31, 2018, a decrease of approximately $24.2 million. Of the overall decrease, approximately $12.1 million was attributable to our digital segment and was primarily due to declines in both international and domestic revenue. This decline in digital revenue is being driven by a trend whereby revenue is shifting more to programmatic revenue. In addition, approximately $8.9 million of the overall decrease was attributable to our radio segment and was primarily due to decreases in local and national advertising revenue, as a result primarily of ratings declines, competitive factors with other Spanish-language broadcasters and changing demographic preferences of audiences, as well as the absence of revenue from FIFA World Cup in 2019 compared to 2018, and a decrease in political advertising revenue, which was not material in 2019. Additionally, as we have previously noted, there is a trend for advertising to move increasingly from traditional media, such as radio, to new media, such as digital media, and we expect this trend to continue. Additionally, approximately $3.2 million of the overall decrease was attributable to our television segment and was primarily due to decreases in national and local advertising revenue, as a result primarily of ratings declines, competitive factors 53 with other Spanish-language broadcasters and changing demographic preferences of audiences. Additionally, as we have previously noted, there is a trend for advertising to move increasingly from traditional media, such as television, to new media, such as digital media, and we expect this trend to continue. We also experienced a decrease in political advertising revenue, which was not material in 2019. The overall decrease in our television segment was partially offset by increases in revenue from retransmission consent revenue and spectrum usage rights. We currently anticipate that for the full year 2020, net revenue will increase from political revenue and retransmission consent revenue, compared to 2019. Cost of revenue-Digital. Cost of revenue in our digital media segment decreased to $36.8 million for the year ended December 31, 2019 from $45.1 million for the year ended December 31, 2018, a decrease of $8.3 million, primarily due to a decrease in expenses associated with the decrease in revenue in our digital segment and a strategic shift in our digital business designed to focus on generating revenue with lower associated costs to produce higher margins. Direct Operating Expenses. Direct operating expenses decreased to $119.4 million for the year ended December 31, 2019 from $125.2 million for the year ended December 31, 2018, a decrease of approximately $5.8 million. Of the overall decrease, approximately $3.1 million was attributable to our digital segment primarily due to a decrease in expenses associated with the decrease in revenue. Additionally, approximately $2.0 million of the overall decrease was attributable to our radio segment and was primarily due to a decrease in expenses associated with the decrease in advertising revenue, partially offset by increases in salary expense and severance expense. In addition, approximately $0.6 million of the overall decrease was attributable to our television segment and was primarily due to a decrease in expenses associated with the decrease in national and local advertising revenue, partially offset by an increase in fees due to networks related to retransmission consent agreements. As a percentage of net revenue, direct operating expenses increased to 44% for the year ended December 31, 2019 from 42% for the year ended December 31, 2018. We believe that direct operating expenses will decrease during 2020 primarily as a result of a change in the terms of a rating agency contract, and a structural change in compensation for one of our radio personalities. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $54.0 million for the year ended December 31, 2019 from $51.5 million for the year ended December 31, 2018, an increase of approximately $2.5 million. Of the overall increase, approximately $2.3 million was attributable to our digital segment and was primarily due to an increase in severance expense in the first half of 2019, and an increase in bad debt expense, partially offset by a decrease in salary expense. Additionally, approximately $0.7 million of the overall increase was attributable to our television segment and was primarily due to an increase in bad debt expense and an increase in advertising expense. The overall increase was partially offset by a decrease of approximately $0.7 million in our radio segment and was primarily due to a decrease in bad debt and a decrease in salary expense. As a percentage of net revenue, selling, general and administrative expenses increased to 20% for the year ended December 31, 2019 from 17% for the year ended December 31, 2018. We believe that selling, general and administrative expenses will not change significantly compared to such expenses in 2019. Corporate Expenses. Corporate expenses increased to $28.1 million for the year ended December 31, 2019 from $26.9 million for the year ended December 31, 2018, an increase of $1.2 million. The increase was primarily due to an increase in audit fees that we incurred in connection with the audit of our 2018 financial statements, partially offset by a decrease in non-cash stock-based compensation. As a percentage of net revenue, corporate expenses increased to 10% for the year ended December 31, 2019 from 9% for the year ended December 31, 2018. We believe that corporate expenses will decrease during 2020 compared to 2019, primarily as a result of decreased audit fees incurred in 2019. Depreciation and Amortization. Depreciation and amortization increased to $16.6 million for the year ended December 31, 2019 from $16.3 million for the year ended December 31, 2018, an increase of $0.3 million. The increase was primarily attributable to the acquisition of Smadex in June 2018, and fixed assets additions in our television segment as part of the broadcast television repack following the FCC auction for broadcast spectrum. Change in fair value of contingent consideration. As a result of the change in fair value of the contingent consideration related to our 2017 acquisition of 100% of several entities collectively doing business as Headway (“Headway”), we recognized income of $6.5 million and $1.2 million for the years ended December 31, 2019 and 2018, respectively. 54 Foreign currency loss. Our historical revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, our operating expenses are generally denominated in the currencies of the countries in which our operations are located, and we have operations in countries other than the United States, primarily those operations related to our Headway business. As a result, we have operating expense, attributable to foreign currency, that is primarily related to the operations related to our Headway business. Foreign currency loss decreased to $0.8 million for the year ended December 31, 2019 from $1.6 million for the year ended December 31, 2018, a decrease of $0.8 million, which was primarily due to currency fluctuations that affected our digital segment operations located outside the U.S., primarily related to the Headway business. Other operating gain. Other operating gain increased to $6.0 million for the year ended December 31, 2019 from $1.2 million for the year ended December 31, 2018, an increase of $4.8 million, primarily due to gains in connection with the required relocation of certain television stations to a different channel as part of the broadcast television repack following the FCC auction for broadcast spectrum. Impairment. Due to lower than anticipated performance of our digital reporting unit, changes in key personnel, and updated internal forecasts of future performance of our digital reporting unit, we determined that triggering events had occurred during each of the second and third quarters of 2019 that required interim impairment assessments for our digital reporting unit. Impairment charge related to goodwill in our digital reporting unit was $27.7 million for the year ended December 31, 2019. As a result of changes in regulations in Mexico, we were required to prepay the license fees for our Mexico broadcast licenses for a period of 20 years. We elected not to make the required prepayment for station XHRIO-TV serving the Matamoros/Harlingen- Weslaco-Brownsville-McAllen market before the deadline to make such prepayment. As a result, we currently expect to stop broadcasting on this station at the end of the current license term, which expires on December 31, 2021. As such, we determined that triggering events had occurred during the third quarter of 2019 that required an interim impairment assessment for this broadcast license. As a result of this assessment, we incurred an impairment charge related to indefinite life intangible assets in our television reporting unit in the amount of $3.5 million for the year ended December 31, 2019. During the fourth quarter of 2019, as a result of our annual testing of goodwill and indefinite life intangible assets, we noted that the carrying values of one television FCC license and one radio FCC license exceeded their fair values. As a result, we incurred an impairment charge related to indefinite life intangible assets in our television and radio reporting units in the amount of $0.5 million and $0.2 million, respectively, for the year ended December 31, 2019. These write-downs were made pursuant to Accounting Standards Codification (ASC) 350, Intangibles – Goodwill and Other, which requires that goodwill and certain intangible assets be tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the assets might be impaired. We also recorded an impairment charge of $0.2 million to reflect the fair market value of our assets held for sale for the year ended December 31, 2019. Operating Income (Loss). As a result of the above factors, operating loss was $1.7 million for the year ended December 31, 2019, compared to operating income of $33.6 million for the year ended December 31, 2018. Interest Expense, net. Interest expense, net decreased to $10.3 million for the year ended December 31, 2019 from $11.8 million for the year ended December 31, 2018, a decrease of $1.5 million. This decrease was primarily due to loan principal repayment in the fourth quarter of 2018. Loss on Debt Extinguishment. We recorded a loss on debt extinguishment of $0.3 million for the year ended December 31, 2019 related to capitalized finance costs written off due to partial prepayments of our debt. We recorded a loss on debt extinguishment of $0.6 million for the year ended December 31, 2018 related to capitalized finance costs written off due to partial prepayments of our debt. Impairment loss on investment. We determined that a decrease in value of an equity investment occurred. As such, we recognized an impairment charge of $1.3 million for the year ended December 31, 2018. Income Tax Expense or Benefit. Income tax expense for the year ended December 31, 2019 was $8.2 million or negative 72% of our pre-tax loss. The effective tax rate for the year ended December 31, 2019 was different from our statutory rate primarily due to nondeductible expenses, including the significant goodwill impairment charges recorded in Spain and the U.S. during the year, the state tax impact on the previously deferred gain from the FCC auction for broadcast spectrum, as well as foreign and state taxes. Income tax expense for the year ended December 31, 2018 was $7.9 million or 37% of our pre-tax income. The effective rate was higher than our statutory rate due to foreign and state taxes, and nondeductible expenses. 55 Our management periodically evaluates the realizability of the deferred tax assets and, if it is determined that it is more likely than not that the deferred tax assets are realizable, adjusts the valuation allowance accordingly. Valuation allowances are established and maintained for deferred tax assets on a “more likely than not” threshold. The process of evaluating the need to maintain a valuation allowance for deferred tax assets and the amount maintained in any such allowance is highly subjective and is based on many factors, several of which are subject to significant judgment calls. Based on our analysis, we determined that it was more likely than not that our deferred tax assets would be realized. (cid:54)e(cid:74)ment (cid:50)(cid:83)erat(cid:76)on(cid:86) Television Net Revenue. Net revenue in our television segment decreased to $149.7 million for the year ended December 31, 2019 from $152.9 million for the year ended December 31, 2018, a decrease of $3.2 million. The decrease was primarily due to decreases in national and local advertising revenue, as a result primarily of ratings declines, competitive factors with other Spanish-language broadcasters, and changing demographic preferences of audiences. Additionally, as we have previously noted, there is a trend for advertising to move increasingly from traditional media, such as television, to new media, such as digital media, and we expect this trend to continue. We also experienced a decrease in political advertising revenue, which was not material in 2019. The overall decrease was partially offset by increases in revenue from retransmission consent and spectrum usage rights. We generated a total of $35.4 million in retransmission consent revenue for the year ended December 31, 2019 compared to $35.1 million for the year ended December 31, 2018. We generated a total of $13.1 million in spectrum usage rights revenue for the year ended December 31, 2019 compared to $3.0 million for the year ended December 31, 2018. We currently anticipate that for the full year 2020, net revenue will increase from political revenue and retransmission consent revenue, compared to 2019. Direct Operating Expenses. Direct operating expenses in our television segment decreased to $61.8 million for the year ended December 31, 2019 from $62.4 million for the year ended December 31, 2018, a decrease of $0.6 million. The decrease was primarily due to a decrease in expenses associated with the decrease in advertising revenue, partially offset by an increase in fees due to networks related to retransmission consent agreements. Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment increased to $22.6 million for the year ended December 31, 2019 from $21.9 million for the year ended December 31, 2018, an increase of $0.7 million. The increase was primarily due to an increase in bad debt expense and an increase in advertising expense. Radio Net Revenue. Net revenue in our radio segment decreased to $55.0 million for the year ended December 31, 2019 from $63.9 million for the year ended December 31, 2018, a decrease of $8.9 million. The decrease was primarily due to decreases in local and national advertising revenue, as a result primarily of ratings declines, competitive factors with other Spanish-language broadcasters and changing demographic preferences of audiences, as well as the absence of revenue from FIFA World Cup in 2019 compared to 2018, and a decrease in political advertising revenue, which was not material in 2019. Additionally, we have previously noted a trend for advertising to move increasingly from traditional media, such as radio, to new media, such as digital media, and we expect this trend to continue. This trend has had a more significant impact on our radio revenue as compared to television revenue, and we expect that this trend will also continue. Direct Operating Expenses. Direct operating expenses in our radio segment decreased to $39.3 million for the year ended December 31, 2019 from $41.3 million for the year ended December 31, 2018, a decrease of $2.0 million. The decrease was primarily due to a decrease in expenses associated with the decrease in advertising revenue, partially offset by increases in salary expense and severance expense. Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment decreased to $17.4 million for the year ended December 31, 2019 from $18.1 million for the year ended December 31, 2018, a decrease of $0.7 million. The decrease was primarily due to a decrease in bad debt expense and a decrease in salary expense. 56 Digital Media Net Revenue. Net revenue in our digital media segment decreased to $68.9 million for the year ended December 31, 2019 from $81.0 million for the year ended December 31, 2018, a decrease of $12.1 million. The decrease was a result of declines in both international and domestic revenue. We have previously noted a trend in our domestic digital operations whereby revenue is shifting more to programmatic revenue, and this trend is now growing in markets outside the United States. As a result, advertisers are demanding more efficiency and lower cost from intermediaries like us, which is putting pressure on margins. In response to this trend, we are offering programmatic solutions to advertisers and strategically shifting the focus of our other digital offerings to focus on generating revenue with lower associated cost of revenue. This has contributed to a decline in the volume of revenue but led to improvement in the gross margin percentage. The digital advertising industry remains dynamic and is continuing to undergo rapid changes in technology and competition. We expect this trend to continue and possibly accelerate. We must continue to remain vigilant to meet these dynamic and rapid changes including the need to further adjust our business strategies accordingly. No assurances can be given that such adjustments will be successful. Cost of revenue. Cost of revenue in our digital media segment decreased to $36.8 million for the year ended December 31, 2019 from $45.1 million for the year ended December 31, 2018, a decrease of $8.3 million. This decrease was primarily due to a decrease in expenses associated with the decrease in revenue. As a percentage of digital net revenue, cost of revenue decreased to 53% for the year ended December 31, 2019 from 56% for the year ended December 31, 2018. Direct operating expenses. Direct operating expenses in our digital media segment decreased to $18.4 million for the year ended December 31, 2019 from $21.5 million for the year ended December 31, 2018, a decrease of $3.1 million. The decrease was primarily due to a decrease in expenses associated with the decrease in revenue. Selling, general and administrative expenses. Selling, general and administrative expenses in our digital media segment increased to $13.9 million for the year ended December 31, 2019 from $11.6 million for the year ended December 31, 2018, an increase of $2.3 million. The increase was primarily due to an increase in severance expense in the first half of 2019, and an increase in bad debt expense, partially offset by a decrease in salary expense. (cid:47)(cid:76)(cid:84)u(cid:76)d(cid:76)t(cid:92) and (cid:38)a(cid:83)(cid:76)tal Re(cid:86)ource(cid:86) We had a net loss of $19.7 million for the year ended December 31, 2019, and net income of $12.2 million and $175.7 million for the years ended December 31, 2018 and 2017, respectively. We had positive cash flow from operations of $31.5 million, $33.8 million and $301.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. We expect to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand and cash flows from operations. We currently anticipate that funds generated from operations, cash on hand and available borrowings under our 2017 Credit Facility will be sufficient to meet our anticipated cash requirements for at least the next twelve months from the issuance of this Annual Report. At December 31, 2019 we held cash and cash equivalents of $9.1 million in accounts outside the United States. Our liquidity is not materially impacted by the amount held in accounts outside the United States as our operating cash flows are primarily driven by U.S. sources. 2017 Credit Facility On November 30, 2017 (the “Closing Date”), we entered into our 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consists of a $300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full on the Closing Date. In addition, the 2017 Credit Facility provides that we may increase the aggregate principal amount of the 2017 Credit Facility by up to an additional $100.0 million plus the amount that would result in our first lien net leverage ratio (as such term is used in the 2017 Credit Agreement) not exceeding 4.0 to 1.0, subject to us satisfying certain conditions. Borrowings under the Term Loan B Facility were used on the Closing Date (a) to repay in full all of our and our subsidiaries’ then outstanding obligations under the previous 2013 credit agreement, or 2013 Credit Agreement, and to terminate the 2013 Credit Agreement, (b) to pay fees and expenses in connection with the 2017 Credit Facility, and (c) for general corporate purposes. The 2017 Credit Facility is guaranteed on a senior secured basis by certain of our existing and future wholly-owned domestic subsidiaries, and is secured on a first priority basis by our and those subsidiaries’ assets. Our borrowings under the 2017 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Eurodollar Rate (as defined in the 2017 Credit Agreement) plus 2.75%; or (ii) the Base Rate (as defined in the 2017 Credit Agreement) plus 1.75%. As of December 31, 2019, the interest rate on our Term Loan B was 4.55%. The Term Loan B Facility expires on November 30, 2024 (the “Maturity Date”). 57 Subject to certain exceptions, the 2017 Credit Facility contains covenants that limit the ability of us and our restricted subsidiaries to, among other things: • • • • • • • • • • • • • • incur liens on our property or assets; make certain investments; incur additional indebtedness; consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; dispose of certain assets; make certain restricted payments; make certain acquisitions; enter into substantially different lines of business; enter into certain transactions with affiliates; use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; change or amend the terms of our organizational documents or the organization documents of certain restricted subsidiaries in a materially adverse way to the lenders, or change or amend the terms of certain indebtedness; enter into sale and leaseback transactions; make prepayments of any subordinated indebtedness, subject to certain conditions; and change our fiscal year, or accounting policies or reporting practices. The 2017 Credit Facility also provides for certain customary events of default, including the following: • • • • • • • • • default for three (3) business days in the payment of interest on borrowings under the 2017 Credit Facility when due; default in payment when due of the principal amount of borrowings under the 2017 Credit Facility; failure by us or any subsidiary to comply with the negative covenants and certain other covenants relating to maintaining the legal existence of the Company and certain of its restricted subsidiaries and compliance with anti-corruption laws; failure by us or any subsidiary to comply with any of the other agreements in the 2017 Credit Agreement and related loan documents that continues for thirty (30) days (or ten (10) days in the case of failure to comply with covenants related to inspection rights of the administrative agent and lenders and permitted uses of proceeds from borrowings under the 2017 Credit Facility) after our officers first become aware of such failure or first receive written notice of such failure from any lender; default in the payment of other indebtedness if the amount of such indebtedness aggregates to $15.0 million or more, or failure to comply with the terms of any agreements related to such indebtedness if the holder or holders of such indebtedness can cause such indebtedness to be declared due and payable; certain events of bankruptcy or insolvency with respect to us or any significant subsidiary; final judgment is entered against us or any restricted subsidiary in an aggregate amount over $15.0 million, and either enforcement proceedings are commenced by any creditor or there is a period of thirty (30) consecutive days during which the judgment remains unpaid and no stay is in effect; any material provision of any agreement or instrument governing the 2017 Credit Facility ceases to be in full force and effect; and any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect. In connection with our entering into the 2017 Credit Agreement, we and our restricted subsidiaries also entered into a Security Agreement, pursuant to which we and the Credit Parties each granted a first priority security interest in the collateral securing the 2017 Credit Facility for the benefit of the lenders under the 2017 Credit Facility. 58 Additionally, the 2017 Credit Agreement contains a definition of “Consolidated EBITDA” that excludes revenue related to our participation in the FCC auction for broadcast spectrum and related expenses, as compared to the definition of “Consolidated Adjusted EBITDA” under the 2013 Credit Agreement which included such items. As reported by us previously, including in our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017, we recognized revenue of $263.9 million related to our participation in the FCC auction for broadcast spectrum (the “Spectrum Auction Revenue”) during our third quarter of 2017. However, as reported in this Annual Report on Form 10-K, and as anticipated in future investor communications, the Non-GAAP financial measure “Consolidated Adjusted EBITDA” excludes the Spectrum Auction Revenue and related expenses in the period or periods for which it may relate, consistent with the definition in the 2017 Credit Agreement. As previously discussed, we generate revenue from agreements associated with our television stations’ spectrum usage rights from a variety of sources. The Spectrum Auction Revenue recognized in the third quarter of 2017 was a significant amount totaling $263.9 million, and we do not currently anticipate that in the foreseeable future there will be another transaction of a similar nature to the FCC auction for broadcast spectrum or another transaction that generates net revenue from the monetization of spectrum assets in similarly significant amounts. In December 2019 and 2018, we made prepayments of $25.0 million and $50.0 million, respectively, to reduce the amount of loans outstanding under our Term Loan B Facility. On April 30, 2019, we entered into an amendment to the 2017 Credit Agreement, which became effective on May 1, 2019. Pursuant to this amendment, the lenders: • • waived any events of default that may have arisen under the 2017 Credit Agreement in connection with our failure to timely deliver audited financial statements for fiscal year 2018, and amended the 2017 Credit Agreement, giving us until May 31, 2019 to deliver the 2018 audited financial statements. On May 7, 2019, we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which Annual Report contained the 2018 audited financial statements. By filing our 2018 Annual Report on Form 10-K prior to May 31, 2019, we believe that we have complied with the affirmative covenants in the amendment to the 2017 Credit Agreement regarding delivery of the 2018 audited financial statements. Pursuant to the Amendment, we agreed to pay to the lenders consenting to the Amendment a fee equal to 0.10% of the aggregate principal amount of the outstanding loans held by such lenders under the 2017 Credit Agreement as of May 1, 2019. This fee totaled approximately $0.2 million. Share Repurchase Program On July 13, 2017, our Board of Directors approved a share repurchase program of up to $15.0 million of our outstanding Class A common stock. On April 11, 2018, our Board of Directors approved the repurchase of up to an additional $15.0 million of our outstanding Class A common stock, for a total repurchase authorization of up to $30.0 million. On August 27, 2019, the Board of Directors approved the repurchase of up to an additional $15.0 million of the Company’s Class A common stock, for a total repurchase authorization of up to $45.0 million. Under the share repurchase program, we are authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. The share repurchase program may be suspended or discontinued at any time without prior notice. From inception of the share repurchase program through December 31, 2019, we have repurchased a total of approximately 8.3 million shares of Class A common stock at an average price of $3.81, for an aggregate purchase price of approximately $31.7 million. All repurchased shares were retired as of December 31, 2019. Consolidated Adjusted EBITDA Consolidated adjusted EBITDA (as defined below) decreased to $41.2 million for the year ended December 31, 2019 from $54.0 million for the year ended December 31, 2018, a decrease of $12.8 million, or 24%. As a percentage of net revenue, consolidated adjusted EBITDA decreased to 15% for the year ended December 31, 2019, from 18% for the year ended December 31, 2018. 59 Consolidated adjusted EBITDA, as defined in our 2017 Credit Agreement, means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings. We use the term consolidated adjusted EBITDA because that measure is defined in our 2017 Credit Agreement and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), non- recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings. Since consolidated adjusted EBITDA is a measure governing several critical aspects of our 2017 Credit Facility, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. We may increase the aggregate principal amount outstanding by an additional amount equal to $100.0 million plus the amount that would result in our total net leverage ratio, or the ratio of consolidated total senior debt (net of up to $75.0 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, not exceeding 4.0. In addition, beginning December 31, 2018, at the end of every calendar year, in the event our total net leverage ratio is within certain ranges, we must make a debt prepayment equal to a certain percentage of our Excess Cash Flow, which is defined as consolidated adjusted EBITDA, less consolidated interest expense, less debt principal payments, less taxes paid, less other amounts set forth in the definition of Excess Cash Flow in the 2017 Credit Agreement. The total leverage ratio was as follows (in each case as of December 31): 2019, 3.5 to 1; 2018, 3.2 to 1. While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income (loss) and net income (loss). As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions. Consolidated adjusted EBITDA is a non-GAAP measure. For a reconciliation of consolidated adjusted EBITDA to cash flows from operating activities, its most directly comparable GAAP financial measure, please see page 53. Cash Flow Net cash flow provided by operating activities was $31.5 million for the year ended December 31, 2019 compared to net cash flow provided by operating activities of $33.8 million for the year ended December 31, 2018. We had net loss of $19.7 million for the year ended December 31, 2019, which included non-cash items such as deferred income taxes of $5.3 million, depreciation and amortization expense of $16.6 million, and impairment charge of $32.1 million. We had net income of $12.2 million for the year ended December 31, 2018, which was partially offset by non-cash items, including deferred income taxes of $4.6 million, depreciation and amortization expense of $16.3 million, and impairment loss on investment of $1.3 million. We expect to have positive cash flow from operating activities for the 2020 year. Net cash flow provided by investing activities was $14.4 million for the year ended December 31, 2019, compared to net cash flow used in investing activities of $159.5 million for the year ended December 31, 2018. During the year ended December 31, 2019, we had proceeds of $43.6 million from the maturity of marketable securities, and we spent $1.7 million on purchases of investments, $2.3 million on the purchase of intangible assets, and $25.3 million on net capital expenditures. During the year ended December 31, 2018, we spent $159.4 million on purchases of marketable securities, $3.2 million on the purchase of intangible assets, $3.5 million on the acquisition of businesses, and $17.0 million on net capital expenditures. We anticipate that our capital expenditures will be approximately $9.0 million during the full year 2020. Of this amount, we expect that approximately $1.4 million will be expended in connection with the required relocation of certain of our television stations to a different channel as part of the broadcast television repack following the FCC auction for broadcast spectrum, which amount we expect to be reimbursed to us by the FCC. 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. 60 Net cash flow used in financing activities was $59.4 million for the year ended December 31, 2019, compared to net cash flow used in financing activities of $88.6 million for the year ended December 31, 2018. During the year ended December 31, 2019, we made debt payments of $28.0 million, dividend payments of $17.0 million, and paid $12.6 million for the repurchase of stock. During the year ended December 31, 2018, we made debt payments of $53.0 million, dividend payments of $17.8 million, and paid $13.8 million for the repurchase of stock. Commitments and Contractual Obligations Our material contractual obligations at December 31, 2019 are as follows (in thousands): Pa(cid:92)ment(cid:86) (cid:39)ue (cid:69)(cid:92) Per(cid:76)od (cid:38)ontractual (cid:50)(cid:69)l(cid:76)(cid:74)at(cid:76)on(cid:86) Long Term Debt and related interest (1) Media research and ratings providers (2) Operating leases (3) Other material non-cancelable contractual obligations (4) Total contractual obligations (5) Total amount(cid:86) comm(cid:76)tted $ $ 264,140 18,603 70,798 7,615 361,156 (cid:47)e(cid:86)(cid:86) t(cid:75)an 1 (cid:92)ear 12,593 11,545 10,975 2,151 37,264 $ $ 1(cid:16)(cid:22) (cid:92)ear(cid:86) (cid:22)(cid:16)5 (cid:92)ear(cid:86) $ $ 24,790 6,549 17,285 4,065 52,689 $ $ 226,757 509 11,814 1,399 240,479 $ $ (cid:48)ore t(cid:75)an 5 (cid:92)ear(cid:86) — — 30,724 — 30,724 (1) These amounts represent estimated future cash interest payments and mandatory principal payments related to our 2017 Credit Facility. Future interest payments could differ materially from amounts indicated in the table due to future operational and financing needs, market factors and other currently unanticipated events. (2) We have agreements with certain media research and ratings providers, expiring at various dates through June 2024, to provide television and radio audience measurement services. (3) We lease facilities and broadcast equipment under various operating lease agreements with various terms and conditions, expiring at various dates through February 2051. These amounts do not include month-to-month leases. These amounts consist primarily of obligations for software licenses utilized by our sales team. (4) (5) Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2019, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $1.2 million of liabilities related to uncertain tax positions have been excluded from the table above. We have also entered into employment agreements with certain of our key employees, including Walter F. Ulloa, Jeffery A. Liberman, Christopher T. Young, and Karl Meyer. Our obligations under these agreements are not reflected in the table above. Other than lease commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned subsidiaries or any interests in or relationships with any variable-interest entities that are not included in our consolidated financial statements. (cid:36)(cid:83)(cid:83)l(cid:76)cat(cid:76)on of (cid:38)r(cid:76)t(cid:76)cal (cid:36)ccount(cid:76)n(cid:74) Pol(cid:76)c(cid:76)e(cid:86) and (cid:36)ccount(cid:76)n(cid:74) (cid:40)(cid:86)t(cid:76)mate(cid:86) Critical accounting policies are defined as those that are the most important to the accurate portrayal of our financial condition and results of operations. Critical accounting policies require management’s subjective judgment and may produce materially different results under different assumptions and conditions. We have discussed the development and selection of these critical accounting policies with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed and approved our related disclosure in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Goodwill We believe that the accounting estimates related to the fair value of our reporting units and indefinite life intangible assets and our estimates of the useful lives of our long-lived assets are “critical accounting estimates” because: (1) goodwill and other intangible assets are our most significant assets, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as on our results of operations, could be material. Accordingly, the assumptions about future cash flows on the assets under evaluation are critical 61 Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We test our goodwill and other indefinite-lived intangible assets for impairment annually on the first day of our fourth fiscal quarter, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, we must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets. In testing the goodwill of our reporting units for impairment, we first determine, based on a qualitative assessment, whether it is more likely than not that the fair value of each of our reporting units is less than their respective carrying amounts. We have determined that each of our operating segments is a reporting unit. If it is deemed more likely than not that the fair value of a reporting unit is less than the carrying value based on this initial assessment, the next step is a quantitative comparison of the fair value of the reporting unit to its carrying amount. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete. If the reporting unit’s carrying amount is greater than the estimated fair value, then an impairment loss is recorded for the amount of the difference. As of our annual goodwill testing date, October 1, 2019, we had $40.5 million of goodwill in our television reporting unit. We did not reach a definitive conclusion on the television reporting unit based on a qualitative assessment alone so we performed a quantitative test and compared the fair value of the television reporting unit to its carrying amount. The fair value of our television reporting unit exceeded its carrying value by 38%, resulting in no impairment charge. As discussed in Note 5 to Notes to Consolidated Financial Statements, the calculation of the fair value of the television reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 0.5%, the fair value of the television reporting unit would decrease by 6%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 5%. Due to lower than anticipated performance of our digital reporting unit, changes in key personnel, and updated internal forecasts of future performance of our digital reporting unit, we determined that triggering events had occurred during each of the second and third quarters of 2019 that required interim impairment assessment for our digital reporting unit. As a result, we recorded an impairment charge of $27.7 million for the year ended December 31, 2019. Because we conducted an interim impairment assessment relating to our digital reporting unit in the third quarter of 2019, as of September 30, 2019, we did not conduct an impairment assessment in our digital reporting unit on the annual goodwill testing date of October 1, 2019. As discussed in Note 5 to Notes to Consolidated Financial Statements, the calculation of the fair value of the digital reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 1%, the fair value of the digital reporting unit would decrease by 8%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the digital reporting unit would decrease by 2%. As of our annual goodwill testing date, October 1, 2019, we had no goodwill in our radio reporting unit. When a quantitative analysis is performed, the estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to our reporting units. The market approach requires us to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years. The income approach estimates fair value based on our estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimated our discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television, radio and digital media industries. We estimated our revenue projections and profit margin projections based on internal forecasts about future performance. 62 Uncertain economic conditions, fiscal policy and other factors beyond our control potentially could have an adverse effect on the capital markets, which would affect the discount rate assumptions, terminal value estimates, transaction premiums and comparable transactions. Such uncertain economic conditions could also have an adverse effect on the fundamentals of our business and results of operations, which would affect our internal forecasts about future performance and terminal value estimates. Furthermore, such uncertain economic conditions could have a negative impact on the advertising industry in general or the industries of those customers who advertise on our stations, including, among others, the automotive, financial and other services, telecommunications, travel and restaurant industries, which in the aggregate provide a significant amount of our historical and projected advertising revenue. The activities of our competitors, such as other broadcast television stations and radio stations, could have an adverse effect on our internal forecasts about future performance and terminal value estimates. Changes in technology or our audience preferences, including increased competition from other forms of advertising-based mediums, such as Internet, social media and broadband content providers serving the same markets, could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums. Finally, the risk factors that we identify from time to time in our SEC reports could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums. There can be no assurance that our estimates and assumptions made for the purpose of our goodwill impairment testing will prove to be accurate predictions of the future. If our assumptions regarding internal forecasts of future performance of our business as a whole or of our units are not achieved, if market conditions change and affect the discount rate, or if there are lower comparable transactions and transaction premiums, we may be required to record additional goodwill impairment charges in future periods. It is not possible at this time to determine if any such future change in our assumptions would have an adverse impact on our valuation models and result in impairment, or if it does, whether such impairment charge would be material. 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 factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. Our individual market clusters consist of cities or nearby cities. We test our broadcasting licenses for impairment based on certain assumptions about these market clusters. The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television, radio and digital media industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions we make about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. During the fourth quarter of 2019 we noted that the carrying value of one television FCC license exceeded its fair value. As a result, we incurred an impairment charge in the amount of $0.5 million. The fair values of our television FCC licenses for each of the remaining market clusters exceeded the carrying values in amounts ranging from 5% to over 1,000%. During the fourth quarter of 2019 we noted that the carrying value of one radio FCC license exceeded its fair value. As a result, we incurred an impairment charge in the amount of $0.2 million. The fair values of our radio FCC licenses for each of the remaining market clusters exceeded the carrying values in amounts ranging from 13% to over 300%. Two markets with aggregate carrying value of approximately $20.4 million have fair values that exceed carrying values by less than 10%. As a result of changes in regulations in Mexico, we were required to prepay the license fees for our Mexico broadcast licenses for a period of 20 years. We elected not to make the required prepayment for station XHRIO-TV serving the Matamoros/Harlingen- Weslaco-Brownsville-McAllen market before the deadline to make such prepayment. As a result, we currently expect to stop broadcasting on this station at the end of the current license term, which expires on December 31, 2021. As such, we determined that triggering events had occurred during the third quarter of 2019 that required an interim impairment assessment for this broadcast license. As a result of this assessment, we incurred an impairment charge related to indefinite life intangible assets in our television reporting unit in the amount of $3.5 million for the year ended December 31, 2019. 63 Uncertain economic conditions, fiscal policy and other factors beyond our control potentially could have an adverse effect on the capital markets, which would affect the discount rate assumptions, terminal value estimates, transaction premiums and comparable transactions. Such uncertain economic conditions could also have an adverse effect on the fundamentals of our business and results of operations, which would affect our internal forecasts about future performance and terminal value estimates. Furthermore, such uncertain economic conditions could have a negative impact on the advertising industry in general or the industries of those customers who advertise on our stations, including, among others, the automotive, financial and other services, telecommunications, travel and restaurant industries, which in the aggregate provide a significant amount of our historical and projected advertising revenue. The activities of our competitors, such as other broadcast television stations and radio stations, could have an adverse effect on our internal forecasts about future performance and terminal value estimates. Changes in technology or our audience preferences, including increased competition from other forms of advertising-based mediums, such as Internet, social media and broadband content providers serving the same markets, could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums. Finally, the risk factors that we identify from time to time in our SEC reports could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums. There can be no assurance that our estimates and assumptions made for the purposes of our impairment testing will prove to be accurate predictions of the future. If our assumptions regarding internal forecasts of future performance of our business as a whole or of our units are not achieved, if market conditions change and affect the discount rate, or if there are lower comparable transactions and transaction premiums, we may be required to record additional impairment charges in future periods. It is not possible at this time to determine if any such future change in our assumptions would have an adverse impact on our valuation models and result in impairment, or if it does, whether such impairment charge would be material. Long-Lived Assets, Including Intangibles Subject to Amortization Depreciation and amortization of our long-lived assets is provided using the straight-line method over their estimated useful lives. Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances, changes to our business model or changes in our capital strategy could result in the actual useful lives differing from initial estimates. In those cases where we determine that the useful life of a long-lived asset should be revised, we will depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. We recorded an impairment charge of $0.2 million to reflect the fair market value of our assets held for sale for the year ended December 31, 2019. Deferred Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. In evaluating our ability to realize net deferred tax assets, we consider all reasonably available evidence including our past operating results, tax strategies and forecasts of future taxable income. In considering these factors, we make certain assumptions and judgments that are based on the plans and estimates used to manage our business. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to uncertain tax positions in income tax expense. 64 Revenue Recognition Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Digital related revenue is recognized when display or other digital advertisements record impressions on the websites of our third party publishers or as the advertiser’s previously agreed-upon performance criteria are satisfied. We generate revenue under arrangements in which services are sold on a stand-alone basis within a specific segment, and those that are sold on a combined basis across multiple segments. We have determined that in such revenue arrangements which contain multiple products and services, revenues are allocated based on the relative fair value of each item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting. We generate revenue from retransmission consent agreements that are entered into with MVPDs. We refer to such revenue as retransmission consent revenue, which 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. We recognize retransmission consent revenue earned as the television signal is delivered to the MVPD. We also generate revenue from agreements associated with our television stations’ spectrum usage rights from a variety of sources, including but not limited to entering into agreements with third parties to utilize excess spectrum for the broadcast of their multicast networks, charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations, and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue from such agreements is recognized over the period of the lease or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. Allowance for Doubtful Accounts Our accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. We evaluate the collectability of our trade accounts receivable based on a number of factors. When we are aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding. Additional Information For additional information on our significant accounting policies, please see Note 2 to Notes to Consolidated Financial Statements. Recentl(cid:92) I(cid:86)(cid:86)ued (cid:36)ccount(cid:76)n(cid:74) Pronouncement(cid:86) For further information on recently issued accounting pronouncements, see Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to Consolidated Financial Statements. (cid:54)en(cid:86)(cid:76)t(cid:76)(cid:89)(cid:76)t(cid:92) of (cid:38)r(cid:76)t(cid:76)cal (cid:36)ccount(cid:76)n(cid:74) (cid:40)(cid:86)t(cid:76)mate(cid:86) We have critical accounting estimates that are sensitive to change. The most significant of those sensitive estimates relates to the impairment of intangible assets. Goodwill and indefinite life intangible assets are not amortized but instead are tested annually on October 1 for impairment, or more frequently if events or changes in circumstances indicate that the assets might be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, we must make assumptions about the estimated future cash flows and other factors to determine the fair value of these assets. 65 Television In calculating the estimated fair value of our television FCC licenses, we used models that rely on various assumptions, such as future cash flows, discount rates and multiples. The estimates of future cash flows assume that the television segment revenues will increase significantly faster than the increase in the television expenses, and therefore the television assets will also increase in value. If any of the estimates of future cash flows, discount rates, multiples or assumptions were to change in any future valuation, it could affect our impairment analysis and cause us to record an additional expense for impairment. We conducted a review of our television indefinite life intangible assets by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television, radio and digital media industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. As a result of changes in regulations in Mexico, we were required to prepay the license fees for our Mexico broadcast licenses for a period of 20 years. We elected not to make the required prepayment for station XHRIO-TV serving the Matamoros/Harlingen- Weslaco-Brownsville-McAllen market before the deadline to make such prepayment. As a result, we currently expect to stop broadcasting on this station at the end of the current license term, which expires on December 31, 2021. As such, we determined that triggering events had occurred during the third quarter of 2019 that required an interim impairment assessment for this broadcast license. As a result of this assessment, we incurred an impairment charge related to indefinite life intangible assets in our television reporting unit in the amount of $3.5 million for the year ended December 31, 2019. Additionally, during the fourth quarter of 2019 we noted that the carrying value of one television FCC license exceeded its fair value. As a result, we incurred an impairment charge in the amount of $0.5 million. The fair values of our television FCC licenses for each of the remaining market clusters exceeded the carrying values in amounts ranging from 5% to over 1,000%. Two markets with aggregate carrying value of $20.4 million have fair values that exceed carrying values by less than 10%. We conducted our annual review of our television reporting unit as part of our goodwill testing and determined that the carrying value of our television reporting unit exceeded the fair value. The fair value of the television reporting unit was primarily determined by using a combination of a market approach and an income approach. The revenue projections and profit margin projections in the models are based on the historical performance of the business and projected trends in the television industry and Hispanic market. Based on the assumptions and estimates described above, the television reporting unit’s fair value exceeded its carrying value by 38%, resulting in no impairment charge for the year ended December 31, 2019. As discussed in Note 5 to Notes to Consolidated Financial Statements, the calculation of the fair value of the television reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 0.5%, the fair value of the television reporting unit would decrease by 6%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 5%. Radio In calculating the estimated fair value of our radio FCC licenses, we used models that rely on various assumptions, such as future cash flows, discount rates and multiples. The estimates of future cash flows assume that the radio segment revenues will increase significantly faster than the increase in the radio expenses, and therefore the radio assets will also increase in value. If any of the estimates of future cash flows, discount rates, multiples or assumptions were to change in any future valuation, it could affect our impairment analysis and cause us to record an additional expense for impairment. 66 We conducted a review of our radio indefinite life intangible assets by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television, radio and digital media industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. During the fourth quarter of 2019 we noted that the carrying value of one radio FCC licenses exceeded its fair value. As a result, we incurred an impairment charge in the amount of $0.2 million. The fair values of our radio FCC licenses for each of the remaining market clusters exceeded the carrying values in amounts ranging from 13% to over 300%. We did not have any goodwill in our radio reporting unit at December 31, 2019. Digital Media Due to lower than anticipated performance of our digital reporting unit, changes in key personnel, and updated internal forecasts of future performance of our digital reporting unit, we determined that triggering events had occurred during each of the second and third quarters of 2019 that required interim impairment assessment for our digital reporting unit. As a result, we recorded an impairment charge of $27.7 million for the year ended December 31, 2019. Because we conducted an interim impairment assessment relating to our digital reporting unit in the third quarter of 2019, as of September 30, 2019, we did not conduct an impairment assessment in our digital reporting unit on the annual goodwill testing date of October 1, 2019. The fair value of the digital reporting unit was primarily determined by using a combination of a market approach and an income approach. The revenue projections and profit margin projections in the models are based on the historical performance of the business and projected trends in the digital industry and Hispanic market. As discussed in Note 5 to Notes to Consolidated Financial Statements, the calculation of the fair value of the digital reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 1%, the fair value of the digital reporting unit would decrease by 8%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the digital reporting unit would decrease by 2%. Im(cid:83)act of Inflat(cid:76)on We believe that inflation has not had a material impact on our results of operations for each of our fiscal years in the three-year period ended December 31, 2019. However, based on recent inflation trends, the economy in Argentina has been classified as highly inflationary. As a result, we applied the guidance in ASC 830 by remeasuring non-monetary assets and liabilities at historical exchange rates and monetary-assets and liabilities using current exchange rates. There can be no assurance that future inflation would not have an adverse impact on our operating results and financial condition. IT(cid:40)(cid:48) (cid:26)(cid:36)(cid:17) (cid:52)(cid:56)(cid:36)(cid:49)TIT(cid:36)TIV(cid:40) (cid:36)(cid:49)(cid:39) (cid:52)(cid:56)(cid:36)(cid:47)IT(cid:36)TIV(cid:40) (cid:39)I(cid:54)(cid:38)(cid:47)(cid:50)(cid:54)(cid:56)R(cid:40)(cid:54) (cid:36)(cid:37)(cid:50)(cid:56)T (cid:48)(cid:36)R(cid:46)(cid:40)T RI(cid:54)(cid:46) (cid:42)eneral Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. We are exposed to market risk from changes in the base rates on our Term Loan B. Intere(cid:86)t Rate(cid:86) As of December 31, 2019, we had $218.2 million of variable rate bank debt outstanding under our 2017 Credit Facility. The debt bears interest at LIBOR plus a margin of 2.75%. Because our debt is subject to interest at a variable rate, our earnings will be affected in future periods by changes in interest rates. If LIBOR were to increase by 100 basis points, or one percentage point, from its December 31, 2019 level, our annual interest expense would increase and cash flow from operations would decrease by approximately $2.2 million based on the outstanding balance of our term loan as of December 31, 2019. 67 (cid:41)ore(cid:76)(cid:74)n (cid:38)urrenc(cid:92) We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. Our historical revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, we have operations in countries other than the U.S., primarily related to the Headway business, and as a result we expect an increasing portion of our future revenues to be denominated in currencies other than the U.S. dollar, primarily the Mexican peso, Argentine peso and various other Latin American currencies. The effect of an immediate and hypothetical 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at December 31, 2019 would not be material to our overall financial condition or consolidated results of operations. Our operating expenses are generally denominated in the currencies of the countries in which our operations are located, primarily the United States and, to a much lesser extent, Spain, Mexico, Argentina and other Latin American countries. Increases and decreases in our foreign- denominated revenue from movements in foreign exchange rates are partially offset by the corresponding decreases or increases in our foreign-denominated operating expenses. Based on recent inflation trends, the economy in Argentina has been classified as highly inflationary. As a result, the Company applied the guidance in ASC 830 by remeasuring non-monetary assets and liabilities at historical exchange rates and monetary-assets and liabilities using current exchange rates. See Note 2 to Notes to Consolidated Financial Statements. As our operations grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar can increase the amount of operating expense of our international operations, primarily related to the Headway business. To date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations historically have not had a material impact on our operating results and cash flows. IT(cid:40)(cid:48) (cid:27)(cid:17) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) (cid:36)(cid:49)(cid:39) (cid:54)(cid:56)PP(cid:47)(cid:40)(cid:48)(cid:40)(cid:49)T(cid:36)R(cid:60) (cid:39)(cid:36)T(cid:36) See pages F-1 through F-42. IT(cid:40)(cid:48) (cid:28)(cid:17) (cid:38)(cid:43)(cid:36)(cid:49)(cid:42)(cid:40)(cid:54) I(cid:49) (cid:36)(cid:49)(cid:39) (cid:39)I(cid:54)(cid:36)(cid:42)R(cid:40)(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) (cid:58)IT(cid:43) (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)T(cid:36)(cid:49)T(cid:54) (cid:50)(cid:49) (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)TI(cid:49)(cid:42) (cid:36)(cid:49)(cid:39) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:39)I(cid:54)(cid:38)(cid:47)(cid:50)(cid:54)(cid:56)R(cid:40) None. IT(cid:40)(cid:48) (cid:28)(cid:36)(cid:17) (cid:38)(cid:50)(cid:49)TR(cid:50)(cid:47)(cid:54) (cid:36)(cid:49)(cid:39) PR(cid:50)(cid:38)(cid:40)(cid:39)(cid:56)R(cid:40)(cid:54) (cid:40)(cid:89)aluat(cid:76)on of (cid:39)(cid:76)(cid:86)clo(cid:86)ure (cid:38)ontrol(cid:86) and Procedure(cid:86) Our disclosure controls and procedures are designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting, as described below. (cid:48)ana(cid:74)ement(cid:182)(cid:86) Re(cid:83)ort on Internal (cid:38)ontrol (cid:50)(cid:89)er (cid:41)(cid:76)nanc(cid:76)al Re(cid:83)ort(cid:76)n(cid:74) Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the design and operating effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). 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. 68 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the material weakness in internal control over financial reporting described below, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2019. As previously reported, a material weakness in our internal controls existed as of December 31, 2018 relating to internal controls over our digital segment which includes the Headway business, which we acquired in April 2017. Although substantial progress has been made in remediating this material weakness, it has not been fully remediated as of December 31, 2019, and therefore this control weakness continues to constitute a material weakness. The material weakness consists of (a) control deficiencies in internal control over financial reporting related to revenue in our digital business which includes both the Headway business, as well as our legacy digital business, and (b) deficiencies in internal controls over financial reporting in Headway relating to a number of areas, including accounts receivable, accounts payable, operating expenses, intercompany accounts and income taxes. Following our acquisition of Headway, management implemented controls over Headway relating to these areas; however, management has determined that these controls were not designed and/or implemented with an adequate precision level such that they would prevent or detect the reporting of inaccurate information, which in turn could lead to a material misstatement. Although this control weakness did not result in any material misstatement of our consolidated financial statements for the periods presented, it could lead to a material misstatement of account balances or disclosures. Accordingly, management has concluded that this control weakness constitutes a material weakness. (cid:48)ana(cid:74)ement(cid:182)(cid:86) Plan for Remed(cid:76)at(cid:76)on With respect to the material control weakness described above, management has continued to test and evaluate the elements of the remediation plan implemented to date. These elements include: • • • • • providing additional technical training for accounting personnel tasked with review of revenue contracts in our digital segment; implementing increased monitoring controls over information obtained from third parties relating to revenue in our digital segment; redesigning certain controls at Headway to increase the level of precision related to accounts receivable, accounts payable, operating expenses, intercompany accounts and income taxes; hiring additional management, accounting, finance and information technology personnel in certain of our foreign locations to strengthen our accounting resources in these locations; and providing additional internal controls training for employees in key internal control roles in the digital segment Based on management’s review and the oversight of the Audit Committee, we have determined that, although substantial progress has been made in remediating this material weakness, the weakness has not been fully remediated as of December 31, 2019. As we continue to evaluate and test the remediation plan outlined above, we may also identify additional measures to address the material weakness or modify certain of the remediation procedures described above. We also may implement additional changes to our internal control over financial reporting as may be appropriate in the course of remediating the material weakness. Management, with the oversight of the Audit Committee, will continue to take steps necessary to remedy the material weakness to reinforce the overall design and capability of our control environment. Remed(cid:76)at(cid:76)on of Pre(cid:89)(cid:76)ou(cid:86)l(cid:92) Re(cid:83)orted (cid:48)ater(cid:76)al (cid:58)ea(cid:78)ne(cid:86)(cid:86)e(cid:86) (cid:76)n Internal (cid:38)ontrol o(cid:89)er (cid:41)(cid:76)nanc(cid:76)al Re(cid:83)ort(cid:76)n(cid:74) As of December 31, 2018, management determined that we did not have sufficient accounting resources and personnel to ensure proper application of GAAP and effectively design and execute process level controls around certain complex or non-recurring transactions and complex transactions. This was reported as a material weakness in internal control over financial reporting. During the year ended December 31, 2019 we implemented the following controls that effectively remediated this material weakness: • • • hired additional employees to address complex accounting matters primarily related to the expanding geographic scope of our business operations; enhanced our internal controls team through hiring management-level employees and additional staff, as well as engaging third-party consultants to assist in the design and testing of key internal controls; and completed implementation a new enterprise reporting software to provide additional system controls to free up accounting resources 69 As of December 31, 2018, management also identified a material weakness in internal controls over revenue in our broadcast business. During the year ended December 31, 2019 we implemented the following controls that effectively remediated this material weakness: • • • provided additional technical training for accounting personnel tasked with review of revenue contracts; enhanced our internal controls team through hiring management-level employees and additional staff, as well as engaging third-party consultants to assist in the design and testing of key internal controls; and implemented increased monitoring controls over revenue in our broadcast business Our independent registered public accounting firm, BDO USA, LLP, which has audited and reported on our financial statements as of and for the year ended December 31, 2019, issued an attestation report regarding our internal control over financial reporting as of December 31, 2019. BDO USA, LLP’s report is included in this annual report below. In(cid:75)erent (cid:47)(cid:76)m(cid:76)tat(cid:76)on(cid:86) on (cid:40)ffect(cid:76)(cid:89)ene(cid:86)(cid:86) of (cid:38)ontrol(cid:86) A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all control issues or misstatements. Accordingly, our controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our control system are met. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. (cid:38)(cid:75)an(cid:74)e(cid:86) (cid:76)n Internal (cid:38)ontrol Other than the controls implemented to remediate the material weaknesses described above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. 70 R(cid:40)P(cid:50)RT (cid:50)(cid:41) I(cid:49)(cid:39)(cid:40)P(cid:40)(cid:49)(cid:39)(cid:40)(cid:49)T R(cid:40)(cid:42)I(cid:54)T(cid:40)R(cid:40)(cid:39) P(cid:56)(cid:37)(cid:47)I(cid:38) (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)TI(cid:49)(cid:42) (cid:41)IR(cid:48) Shareholders and Board of Directors Entravision Communications Corporation Santa Monica, California (cid:50)(cid:83)(cid:76)n(cid:76)on on Internal (cid:38)ontrol o(cid:89)er (cid:41)(cid:76)nanc(cid:76)al Re(cid:83)ort(cid:76)n(cid:74) We have audited Entravision Communications Corporation’s (the “Company’s”) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria. We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as “the consolidated financial statements”) and our report dated March 16, 2020 expressed an unqualified opinion thereon. (cid:37)a(cid:86)(cid:76)(cid:86) for (cid:50)(cid:83)(cid:76)n(cid:76)on The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness regarding management’s failure to design and maintain controls over revenue in the digital business which includes both the Headway business, as well as the legacy digital business and controls over financial reporting in Headway relating to a number of areas, including accounts receivable, accounts payable, operating expenses, intercompany accounts and income taxes has been identified and described in management’s assessment. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and this report does not affect our report dated March 16, 2020 on those consolidated financial statements. (cid:39)ef(cid:76)n(cid:76)t(cid:76)on and (cid:47)(cid:76)m(cid:76)tat(cid:76)on(cid:86) of Internal (cid:38)ontrol o(cid:89)er (cid:41)(cid:76)nanc(cid:76)al Re(cid:83)ort(cid:76)n(cid:74) A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP Los Angeles, California March 16, 2020 71 IT(cid:40)(cid:48) (cid:28)(cid:37)(cid:17) (cid:50)T(cid:43)(cid:40)R I(cid:49)(cid:41)(cid:50)R(cid:48)(cid:36)TI(cid:50)(cid:49) None. 72 P(cid:36)RT III IT(cid:40)(cid:48) 10(cid:17) (cid:39)IR(cid:40)(cid:38)T(cid:50)R(cid:54)(cid:15) (cid:40)(cid:59)(cid:40)(cid:38)(cid:56)TIV(cid:40) (cid:50)(cid:41)(cid:41)I(cid:38)(cid:40)R(cid:54) (cid:36)(cid:49)(cid:39) (cid:38)(cid:50)RP(cid:50)R(cid:36)T(cid:40) (cid:42)(cid:50)V(cid:40)R(cid:49)(cid:36)(cid:49)(cid:38)(cid:40) The information required by this item is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019. IT(cid:40)(cid:48) 11(cid:17) (cid:40)(cid:59)(cid:40)(cid:38)(cid:56)TIV(cid:40) (cid:38)(cid:50)(cid:48)P(cid:40)(cid:49)(cid:54)(cid:36)TI(cid:50)(cid:49) The information required by this item is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019. IT(cid:40)(cid:48) 12(cid:17) (cid:54)(cid:40)(cid:38)(cid:56)RIT(cid:60) (cid:50)(cid:58)(cid:49)(cid:40)R(cid:54)(cid:43)IP (cid:50)(cid:41) (cid:38)(cid:40)RT(cid:36)I(cid:49) (cid:37)(cid:40)(cid:49)(cid:40)(cid:41)I(cid:38)I(cid:36)(cid:47) (cid:50)(cid:58)(cid:49)(cid:40)R(cid:54) (cid:36)(cid:49)(cid:39) (cid:48)(cid:36)(cid:49)(cid:36)(cid:42)(cid:40)(cid:48)(cid:40)(cid:49)T (cid:36)(cid:49)(cid:39) R(cid:40)(cid:47)(cid:36)T(cid:40)(cid:39) (cid:54)T(cid:50)(cid:38)(cid:46)(cid:43)(cid:50)(cid:47)(cid:39)(cid:40)R (cid:48)(cid:36)TT(cid:40)R(cid:54) The information required by this item is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019. IT(cid:40)(cid:48) 1(cid:22)(cid:17) (cid:38)(cid:40)RT(cid:36)I(cid:49) R(cid:40)(cid:47)(cid:36)TI(cid:50)(cid:49)(cid:54)(cid:43)IP(cid:54) (cid:36)(cid:49)(cid:39) R(cid:40)(cid:47)(cid:36)T(cid:40)(cid:39) TR(cid:36)(cid:49)(cid:54)(cid:36)(cid:38)TI(cid:50)(cid:49)(cid:54)(cid:15) (cid:36)(cid:49)(cid:39) (cid:39)IR(cid:40)(cid:38)T(cid:50)R I(cid:49)(cid:39)(cid:40)P(cid:40)(cid:49)(cid:39)(cid:40)(cid:49)(cid:38)(cid:40) The information required by this item is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019. IT(cid:40)(cid:48) 1(cid:23)(cid:17) PRI(cid:49)(cid:38)IP(cid:36)(cid:47) (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)TI(cid:49)(cid:42) (cid:41)(cid:40)(cid:40)(cid:54) (cid:36)(cid:49)(cid:39) (cid:54)(cid:40)RVI(cid:38)(cid:40)(cid:54) The information required by this item is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019. 73 P(cid:36)RT IV IT(cid:40)(cid:48) 15(cid:17) (cid:40)(cid:59)(cid:43)I(cid:37)IT(cid:54) (cid:36)(cid:49)(cid:39) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T (cid:54)(cid:38)(cid:43)(cid:40)(cid:39)(cid:56)(cid:47)(cid:40)(cid:54) (a) Documents filed as part of this report: 1. Financial Statements The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. 2. Financial Statement Schedule The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto. 3. Exhibits See Exhibit Index. (b) Exhibits: The following exhibits are attached hereto and incorporated herein by reference. (cid:40)x(cid:75)(cid:76)(cid:69)(cid:76)t (cid:49)um(cid:69)er (cid:40)x(cid:75)(cid:76)(cid:69)(cid:76)t (cid:39)e(cid:86)cr(cid:76)(cid:83)t(cid:76)on 3.1(2) Second Amended and Restated Certificate of Incorporation 3.2(17) Fourth Amended and Restated Bylaws, as adopted on December 3, 2014 10.1(3)† 2000 Omnibus Equity Incentive Plan 10.2(6)† Form of Notice of Stock Option Grant and Stock Option Agreement under the 2000 Omnibus Equity Incentive Plan 10.3(3) Form of Voting Agreement by and among Walter F. Ulloa, Philip C. Wilkinson, Paul A. Zevnik and the registrant 10.4(29)† Employment Agreement effective as of January 1, 2020 by and between the registrant and Walter F. Ulloa 10.5(20)† Employment Agreement effective as of January 1, 2017 by and between the registrant and Walter F. Ulloa 10.6(30)† Executive Employment Agreement effective as of March 1, 2020 by and between the registrant and Jeffery A. Liberman 10.7(22)† Executive Employment Agreement effective as of March 1, 2017 by and between the registrant and Jeffery A. Liberman 10.8(26)† Executive Employment Agreement effective as of January 1, 2019 between the registrant and Christopher T. Young 10.9(28)† Executive Employment Agreement effective as of May 13, 2019 between the registrant and Karl Meyer 10.10(27)† Separation and Services Agreement effective as of January 2, 2019 between the registrant and Mario M. Carrera 10.11(3)† Form of Indemnification Agreement for officers and directors of the registrant 10.12(3) Form of Investors Rights Agreement by and among the registrant and certain of its stockholders 10.13(1) 10.14(1) 10.15(3) Amendment to Investor Rights Agreement dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc. Letter Agreement regarding registration rights of Univision dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc. Office Lease dated August 19, 1999 by and between Water Garden Company L.L.C. and Entravision Communications Company, L.L.C. 74 (cid:40)x(cid:75)(cid:76)(cid:69)(cid:76)t (cid:49)um(cid:69)er 10.16(8) 10.17(7) (cid:40)x(cid:75)(cid:76)(cid:69)(cid:76)t (cid:39)e(cid:86)cr(cid:76)(cid:83)t(cid:76)on First Amendment to Lease and Agreement Re: Sixth Floor Additional Space dated as of March 15, 2001 by and between Water Garden Company L.L.C., Entravision Communications Company, L.L.C. and the registrant Second Amendment to Lease dated as of October 5, 2005 by and between Water Garden Company L.L.C. and the registrant 10.18(12) Third Amendment to Lease effective as of January 31, 2011 by and between Water Garden Company L.L.C. and the registrant 10.19(23) Station Affiliation Agreement, dated as of October 2, 2017, by and between Entravision Communications Corporation, The Univision Network Limited Partnership and UniMás Network 10.20(9) Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership 10.21(13) Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership 10.22(9) Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura 10.23(13) Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura 10.24(2)† 2004 Equity Incentive Plan 10.25(10)† First Amendment, dated as of May 1, 2006, to 2004 Equity Incentive Plan 10.26(11)† Second Amendment, dated as of July 13, 2006, to 2004 Equity Incentive Plan 10.27(14)† Third Amendment, dated as of April 23, 2014, to 2004 Equity Incentive Plan 10.28(15)† Fourth Amendment, dated as of May 21, 2014, to 2004 Equity Incentive Plan 10.29(6)† Form of Stock Option Award under the 2004 Equity Incentive Plan 10.30(16) Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan (directors) 10.31(25) Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan (directors) 10.32(18) Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan 10.33(18) Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan 10.34(19) Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan 10.35(21) Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan 10.36(4) 2001 Employee Stock Purchase Plan 10.37(5) First Amendment, dated as of December 31, 2005, to 2001 Employee Stock Purchase Plan 10.38(27)† Non-Employee Director Compensation Policy 10.39(24) Credit Agreement, dated as of November 30, 2017, by and among Entravision Communications Corporation, as the Borrower, Bank of America, N.A., as Administrative Agent, RBC Capital Markets, as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent, and the other financial institutions party thereto as Lenders 10.40(24) Security Agreement, dated as of November 30, 2017, by and among Entravision Communications Corporation, each other guarantor from time to time party thereto and Bank of America, N.A., as Administrative Agent 10.41(27) First Amendment and Limited Waiver, dated as of April 30, 2019, by and among Entravision Communications Corporation, as the Borrower, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders 21.1* 23.1* Subsidiaries of the registrant Consent of BDO USA, LLP 75 (cid:40)x(cid:75)(cid:76)(cid:69)(cid:76)t (cid:49)um(cid:69)er 23.2* 24.1* 31.1* 31.2* 32* Consent of Grant Thornton LLP Power of Attorney (included after signatures hereto) (cid:40)x(cid:75)(cid:76)(cid:69)(cid:76)t (cid:39)e(cid:86)cr(cid:76)(cid:83)t(cid:76)on Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a- 14 and 15d-14 under the Securities Exchange Act of 1934 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a- 14 and 15d-14 under the Securities Exchange Act of 1934 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase * † (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) Filed herewith. Management contract or compensatory plan, contract or arrangement. Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed with the SEC on November 9, 2005. Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on August 9, 2004. Incorporated by reference from our Registration Statement on Form S-1, No. 333-35336, filed with the SEC on April 21, 2000, as amended by Amendment No. 1 thereto, filed with the SEC on June 14, 2000, Amendment No. 2 thereto, filed with the SEC on July 10, 2000, Amendment No. 3 thereto, filed with the SEC on July 11, 2000 and Amendment No. 4 thereto, filed with the SEC on July 26, 2000. Incorporated by reference from Annex B to our definitive Proxy Statement on Schedule 14A, filed with the SEC on April 9, 2001. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on January 24, 2006. Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 15, 2005. Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006. Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 28, 2001. Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004. Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 10, 2006. Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 25, 2011. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on January 5, 2012. Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2014. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 30, 2014. Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2014. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on December 5, 2014. Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 6, 2015. Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 9, 2016. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on December 30, 2016. 76 (21) (22) (23) (24) (25) (26) (27) (28) (29) (30) Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 10, 2017. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 24, 2017. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on October 5, 2017. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on December 1, 2017. Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2018. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on February 15, 2019. Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on May 7, 2019. Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2019. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on December 30, 2019. Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 13, 2020. (c) Financial Statement Schedules: Not applicable. IT(cid:40)(cid:48) 1(cid:25)(cid:17) (cid:41)(cid:50)R(cid:48) 10(cid:16)(cid:46) (cid:54)(cid:56)(cid:48)(cid:48)(cid:36)R(cid:60) None. 77 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (cid:54)I(cid:42)(cid:49)(cid:36)T(cid:56)R(cid:40)(cid:54) ENTRAVISION COMMUNICATIONS CORPORATION By: /s/ WALTER F. ULLOA (cid:58)alter (cid:41)(cid:17) (cid:56)lloa (cid:38)(cid:75)a(cid:76)rman and (cid:38)(cid:75)(cid:76)ef (cid:40)xecut(cid:76)(cid:89)e (cid:50)ff(cid:76)cer Date: March 16, 2020 P(cid:50)(cid:58)(cid:40)R (cid:50)(cid:41) (cid:36)TT(cid:50)R(cid:49)(cid:40)(cid:60) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Walter F. Ulloa and Christopher T. Young, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. T(cid:76)tle Chairman, Chief Executive Officer (principal executive officer) and Director (cid:39)ate March 16, 2020 Treasurer and Chief Financial Officer (principal financial officer and principal accounting officer) March 16, 2020 (cid:54)(cid:76)(cid:74)nature /s/ WALTER F. ULLOA (cid:58)alter (cid:41)(cid:17) (cid:56)lloa /s/ CHRISTOPHER T. YOUNG (cid:38)(cid:75)r(cid:76)(cid:86)to(cid:83)(cid:75)er T(cid:17) (cid:60)oun(cid:74) /s/ PAUL A. ZEVNIK Paul (cid:36)(cid:17) (cid:61)e(cid:89)n(cid:76)(cid:78) /s/ GILBERT R. VASQUEZ (cid:42)(cid:76)l(cid:69)ert R(cid:17) Va(cid:86)(cid:84)ue(cid:93) /s/ PATRICIA DIAZ DENNIS Patr(cid:76)c(cid:76)a (cid:39)(cid:76)a(cid:93) (cid:39)enn(cid:76)(cid:86) Director Director Director /s/ JUAN SALDIVAR VON WUTHENAU (cid:45)uan (cid:54)ald(cid:76)(cid:89)ar (cid:89)on (cid:58)ut(cid:75)enau Director /s/ MARTHA ELENA DIAZ (cid:48)art(cid:75)a (cid:40)lena (cid:39)(cid:76)a(cid:93) /s/ ARNOLDO AVALOS (cid:36)rnoldo (cid:36)(cid:89)alo(cid:86) /s/ FEHMI ZEKO (cid:41)e(cid:75)m(cid:76) (cid:61)e(cid:78)o Director Director Director 78 March 16, 2020 March 16, 2020 March 16, 2020 March 16, 2020 March 16, 2020 March 16, 2020 March 16, 2020 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) I(cid:49)(cid:39)(cid:40)(cid:59) T(cid:50) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) Pa(cid:74)e F-2 Reports of Independent Registered Public Accounting Firms............................................................................................................. F-4 Consolidated Balance Sheets – December 31, 2019 and 2018............................................................................................................ F-5 Consolidated Statements of Operations – Years ended December 31, 2019, 2018 and 2017............................................................. F-6 Consolidated Statements of Comprehensive Income – Years ended December 31, 2019, 2018 and 2017 ........................................ F-7 Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2019, 2018 and 2017 ............................................ F-8 Consolidated Statements of Cash Flows – Years ended December 31, 2019, 2018 and 2017............................................................ Notes to Consolidated Financial Statements ....................................................................................................................................... F-9 Schedule II – Consolidated Valuation and Qualifying Accounts ........................................................................................................ F-42 F-1 Re(cid:83)ort of Inde(cid:83)endent Re(cid:74)(cid:76)(cid:86)tered Pu(cid:69)l(cid:76)c (cid:36)ccount(cid:76)n(cid:74) (cid:41)(cid:76)rm Shareholders and Board of Directors Entravision Communications Corporation Santa Monica, California (cid:50)(cid:83)(cid:76)n(cid:76)on on t(cid:75)e (cid:38)on(cid:86)ol(cid:76)dated (cid:41)(cid:76)nanc(cid:76)al (cid:54)tatement(cid:86) We have audited the accompanying consolidated balance sheets of Entravision Communications Corporation (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 16, 2020 expressed an adverse opinion thereon. (cid:38)(cid:75)an(cid:74)e (cid:76)n (cid:36)ccount(cid:76)n(cid:74) (cid:48)et(cid:75)od Related to (cid:47)ea(cid:86)e(cid:86) and Re(cid:89)enue As discussed in Notes 2 and 7 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Codification (“ASC”) 842 – Leases. As discussed in Notes 2 and 4 to the consolidated financial statements, the Company has changed its method of accounting for revenue effective January 1, 2018 due to the adoption of ASC 606 - Revenue from Contracts with Customers. (cid:37)a(cid:86)(cid:76)(cid:86) for (cid:50)(cid:83)(cid:76)n(cid:76)on These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP We have served as the Company’s auditor since 2018. Los Angeles, California March 16, 2020 F-2 Re(cid:83)ort of Inde(cid:83)endent Re(cid:74)(cid:76)(cid:86)tered Pu(cid:69)l(cid:76)c (cid:36)ccount(cid:76)n(cid:74) (cid:41)(cid:76)rm Board of Directors and Stockholders Entravision Communications Corporation (cid:50)(cid:83)(cid:76)n(cid:76)on on t(cid:75)e f(cid:76)nanc(cid:76)al (cid:86)tatement(cid:86) We have audited the consolidated balance sheet of Entravision Communications Corporation and subsidiaries (the “Company”) as of December 31, 2017 (not presented herein), and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. (cid:37)a(cid:86)(cid:76)(cid:86) for o(cid:83)(cid:76)n(cid:76)on These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We served as the Company’s auditor from 2014 to 2017. Los Angeles, California March 30, 2018 (except as to Note 3 in the previously filed 2018 financial statements, which is not presented herein and is as of May 6, 2019) F-3 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:37)(cid:36)(cid:47)(cid:36)(cid:49)(cid:38)(cid:40) (cid:54)(cid:43)(cid:40)(cid:40)T(cid:54) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) and 201(cid:27) (cid:11)In t(cid:75)ou(cid:86)and(cid:86)(cid:15) exce(cid:83)t (cid:86)(cid:75)are and (cid:83)er (cid:86)(cid:75)are data(cid:12) Current assets (cid:36)(cid:54)(cid:54)(cid:40)T(cid:54) Cash and cash equivalents Marketable securities Restricted cash Trade receivables (including related parties of $4,251 and $4,530), net of allowance for doubtful accounts of $2,890 and $3,395 Assets held for sale Prepaid expenses and other current assets (including related parties of $274 and $274) Total current assets Property and equipment, net of accumulated depreciation of $188,579 and $187,375 Intangible assets subject to amortization, net of accumulated amortization of $99,819 and $93,793 (including related parties of $7,098 and $8,327) Intangible assets not subject to amortization Goodwill Operating leases right of use asset Other assets Total assets Current liabilities (cid:47)I(cid:36)(cid:37)I(cid:47)ITI(cid:40)(cid:54) (cid:36)(cid:49)(cid:39) (cid:54)T(cid:50)(cid:38)(cid:46)(cid:43)(cid:50)(cid:47)(cid:39)(cid:40)R(cid:54)(cid:10) (cid:40)(cid:52)(cid:56)IT(cid:60) Current maturities of long-term debt Accounts payable and accrued expenses (including related parties of $2,147 and $1,948) Operating lease liabilities Total current liabilities Long-term debt, less current maturities, net of unamortized debt issuance costs of $2,226 and $2,709 Long-term operating lease liabilities Other long-term liabilities Deferred income taxes Total liabilities Commitments and contingencies (note 12) Stockholders' equity Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2019 60,074,698 and 2018 63,210,531 Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2019 and 2018 14,927,613 Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2019 and 2018 9,352,729 Additional paid-in capital Accumulated deficit Accumulated other comprehensive income (loss) Total stockholders' equity Total liabilities and stockholders' equity See Notes to Consolidated Financial Statements F-4 (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) $ $ 33,123 91,662 734 71,406 950 11,557 209,432 79,642 16,772 252,544 46,511 43,837 7,462 656,200 3,000 53,931 9,056 65,987 213,024 41,387 3,371 44,259 368,028 $ $ $ $ 46,733 132,424 732 79,308 1,179 10,672 271,048 64,939 22,598 254,598 74,292 — 2,934 690,409 3,000 51,034 — 54,034 240,541 — 16,418 46,684 357,677 6 2 6 2 1 836,170 (547,876) (131) 288,172 656,200 $ 1 862,299 (528,164) (1,412) 332,732 690,409 $ (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) (cid:50)(cid:41) (cid:50)P(cid:40)R(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:60)ear(cid:86) ended (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28)(cid:15) 201(cid:27) and 201(cid:26) (cid:11)In t(cid:75)ou(cid:86)and(cid:86)(cid:15) exce(cid:83)t (cid:86)(cid:75)are and (cid:83)er (cid:86)(cid:75)are data(cid:12) Net revenue: Revenue from advertising and retransmission consent Revenue from spectrum usage rights Total net revenue Expenses: Cost of revenue - television (spectrum usage rights) Cost of revenue - digital media Direct operating expenses (including related parties of $8,194, $9,254, and $9,494) (including non-cash stock-based compensation of $732, $732, and $1,236) Selling, general and administrative expenses Corporate expenses (including non-cash stock-based compensation of $3,645, $5,055, and $4,855) Depreciation and amortization (includes direct operating of $11,294, $10,272, and $8,861; selling, general and administrative of $4,696, $5,450, and $6,347; and corporate of $658, $551 and $1,203) (including related parties of $1,229, $1,228, and $2,043) Change in fair value of contingent consideration Impairment charge Foreign currency (gain) loss Other operating (gain) loss Operating income (loss) Interest expense Interest income Dividend income Gain (loss) on debt extinguishment Impairment loss on investment Income (loss) before income taxes Income tax (expense) benefit Income (loss) before equity in net income (loss) of nonconsolidated affiliate Equity in net income (loss) of nonconsolidated affiliate Net income (loss) Basic and diluted earnings per share: Net income (loss) per share, basic Net income (loss) per share, diluted Cash dividends declared per common share, basic Cash dividends declared per common share, diluted Weighted average common shares outstanding, basic Weighted average common shares outstanding, diluted 201(cid:28) 201(cid:27) 201(cid:26) $ $ 260,514 13,061 273,575 $ $ 294,839 2,976 297,815 $ $ — 36,757 119,412 53,965 28,067 16,648 (6,478) 32,097 754 (5,994) 275,228 (1,653) (13,683) 3,353 918 (255) — (11,320) (8,158) (19,478) (234) (19,712) $ — 45,096 125,242 51,535 26,865 16,273 (1,202) — 1,616 (1,187) 264,238 33,577 (15,743) 3,973 1,475 (550) (1,320) 21,412 (7,877) 13,535 (1,374) 12,161 (0.23) $ (0.23) $ $ 0.20 0.20 $ 85,107,301 85,107,301 0.14 0.13 0.20 0.20 89,115,997 90,328,583 $ $ $ $ $ $ $ $ $ $ 272,091 263,943 536,034 12,340 32,998 119,283 49,116 27,937 16,411 — — 350 (262) 258,173 277,861 (16,709) 774 — (3,306) — 258,620 (82,612) 176,008 (310) 175,698 1.95 1.91 0.16 0.16 90,272,257 91,891,957 See Notes to Consolidated Financial Statements F-5 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) (cid:50)(cid:41) (cid:38)(cid:50)(cid:48)PR(cid:40)(cid:43)(cid:40)(cid:49)(cid:54)IV(cid:40) I(cid:49)(cid:38)(cid:50)(cid:48)(cid:40) (cid:11)(cid:47)(cid:50)(cid:54)(cid:54)(cid:12) (cid:60)ear(cid:86) ended (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28)(cid:15) 201(cid:27) and 201(cid:26) (cid:11)In t(cid:75)ou(cid:86)and(cid:86)(cid:12) Net income (loss) Other comprehensive income (loss), net of tax: Change in foreign currency translation Change in fair value of marketable securities Change in fair value of interest rate swap agreements Termination of interest rate swap agreements Total other comprehensive income (loss) Comprehensive income (loss) 201(cid:28) 201(cid:27) 201(cid:26) $ (19,712) $ 12,161 $ 175,698 (147) 1,428 — — 1,281 $ (18,431) $ (352) (1,000) — — (1,352) 10,809 $ (60) — 1,530 1,447 2,917 178,615 See Notes to Consolidated Financial Statements F-6 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) (cid:50)(cid:41) (cid:54)T(cid:50)(cid:38)(cid:46)(cid:43)(cid:50)(cid:47)(cid:39)(cid:40)R(cid:54)(cid:182) (cid:40)(cid:52)(cid:56)IT(cid:60) (cid:60)ear(cid:86) ended (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28)(cid:15) 201(cid:27) and 201(cid:26) (cid:11)In t(cid:75)ou(cid:86)and(cid:86)(cid:15) exce(cid:83)t (cid:86)(cid:75)are data(cid:12) (cid:49)um(cid:69)er of (cid:38)ommon (cid:54)(cid:75)are(cid:86) (cid:38)ommon (cid:54)toc(cid:78) Trea(cid:86)ur(cid:92) (cid:54)toc(cid:78) (cid:38)la(cid:86)(cid:86) (cid:36) (cid:38)la(cid:86)(cid:86) (cid:37) (cid:38)la(cid:86)(cid:86) (cid:56) (cid:36)ccumulated (cid:39)ef(cid:76)c(cid:76)t — $ — 7 $ — 2 $ — (718,444 ) $ 2,421 (2,977 ) $ 183,456 2,385 — (cid:36)dd(cid:76)t(cid:76)onal Pa(cid:76)d(cid:16)(cid:76)n (cid:38)a(cid:83)(cid:76)tal 1 $ 904,867 $ — (36 ) (cid:36)ccumulated (cid:50)t(cid:75)er (cid:38)om(cid:83)re(cid:75)en(cid:86)(cid:76)(cid:89)e Income (cid:11)(cid:47)o(cid:86)(cid:86)(cid:12) Total (cid:37)alance(cid:15) (cid:45)anuar(cid:92) 1(cid:15) 201(cid:26) Adoption of ASU 2016-09 Issuance of common stock upon exercise of stock options or awards of restricted stock units Tax payments related to shares withheld for share-based compensation plans Stock-based compensation expense Repurchase of Class A common stock Retirement of treasury stock Dividends paid Change in fair value of interest rate swap agreements OCI release due to termination of interest rate swap agreements Foreign currency translation gain (loss) Net income (loss) for the year ended December 31, 2017 (cid:37)alance(cid:15) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) Issuance of common stock upon exercise of stock options or awards of restricted stock units Tax payments related to shares withheld for share-based compensation plans Stock-based compensation expense Repurchase of Class A common stock Retirement of treasury stock Dividends paid Change in fair value of marketable securities Foreign currency translation gain (loss) Net income (loss) for the year ended December 31, 2018 (cid:37)alance(cid:15) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) Tax payments related to shares withheld for share-based compensation plans Stock-based compensation expense Repurchase of Class A common stock Retirement of treasury stock Dividends paid Change in fair value of marketable securities Foreign currency translation gain (loss) Net income (loss) for the year ended December 31, 2019 (cid:37)alance(cid:15) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) (cid:38)la(cid:86)(cid:86) (cid:36) 65,886,256 — (cid:38)la(cid:86)(cid:86) (cid:37) 14,927,613 — (cid:38)la(cid:86)(cid:86) (cid:56) 9,352,729 — 603,440 537,886 — (958,257 ) — — — — — — — — — — — — — — — — — — — — — — — — 66,069,325 — 14,927,613 — 9,352,729 — — — 958,257 (958,257 ) — — — — — — — 100,000 586,306 — (3,545,100 ) — — — — — — — — — — — — — — — — — — 3,545,100 — (3,545,100 ) — — — — — — — 63,210,531 — 14,927,613 — 9,352,729 — — 673,732 — (3,809,565 ) — — — — — — — — — — — — — — — — 3,809,565 — (3,809,565 ) — — — — — — — — — — — — — — — — 7 — (1 ) — — — — — — — 6 — — — — — — — — — — — — — — — — — 2 — — — — — — — — — 2 — — — — — — — — — — — — — — — — — 1 — — — — — — — — — 1 — — — — — — — 708 (2,980 ) 6,091 (5,330 ) — (14,670 ) — — — — — — — — — — — — — 708 (2,980 ) — 6,091 — (5,330 ) — — — — (14,670 ) 1,530 1,530 1,447 (60 ) 1,447 (60 ) — 888,650 175,698 (540,325 ) — 175,698 348,275 (60 ) 249 (793 ) 5,787 (13,812 ) — (17,782 ) — — — — — — — — — — — 249 (794 ) — — 5,787 — (13,812 ) — — — (17,782 ) (1,000 ) (352 ) (1,000 ) (352 ) — 862,299 12,161 (528,164 ) — (1,412 ) 12,161 332,732 (979 ) 4,377 (12,565 ) — (16,962 ) — — — — — — — — — (979 ) — — 4,377 — (12,565 ) — — — (16,962 ) 1,428 (147 ) 1,428 (147 ) — 60,074,698 — 14,927,613 — 9,352,729 — — $ — 6 $ — 2 $ — 1 $ 836,170 $ — (19,712 ) (547,876 ) $ — (19,712 ) (131 ) $ 288,172 See Notes to Consolidated Financial Statements F-7 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) (cid:50)(cid:41) (cid:38)(cid:36)(cid:54)(cid:43) (cid:41)(cid:47)(cid:50)(cid:58)(cid:54) (cid:60)ear(cid:86) ended (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28)(cid:15) 201(cid:27) and 201(cid:26) (cid:11)In t(cid:75)ou(cid:86)and(cid:86)(cid:12) (cid:38)a(cid:86)(cid:75) flo(cid:90)(cid:86) from o(cid:83)erat(cid:76)n(cid:74) act(cid:76)(cid:89)(cid:76)t(cid:76)e(cid:86)(cid:29) Net income (loss) Adjustments to reconcile net income to net cash provided by operating activities: 201(cid:28) 201(cid:27) 201(cid:26) $ (19,712) $ 12,161 $ 175,698 Depreciation and amortization Cost of revenue - television (spectrum usage rights) Impairment charge Impairment loss on investment Deferred income taxes Non-cash interest Amortization of syndication contracts Payments on syndication contracts Equity in net (income) loss of nonconsolidated affiliate Non-cash stock-based compensation (Gain) loss on disposal of property and equipment (Gain) loss on debt extinguishment Changes in assets and liabilities: (Increase) decrease in trade receivables, net (Increase) decrease in prepaid expenses and other current assets Increase (decrease) in accounts payable, accrued expenses and other liabilities (cid:49)et ca(cid:86)(cid:75) (cid:83)ro(cid:89)(cid:76)ded (cid:69)(cid:92) o(cid:83)erat(cid:76)n(cid:74) act(cid:76)(cid:89)(cid:76)t(cid:76)e(cid:86) (cid:38)a(cid:86)(cid:75) flo(cid:90)(cid:86) from (cid:76)n(cid:89)e(cid:86)t(cid:76)n(cid:74) act(cid:76)(cid:89)(cid:76)t(cid:76)e(cid:86)(cid:29) Proceeds from sale of property and equipment and intangibles Purchases of property and equipment Purchases of intangibles Purchase of a businesses, net of cash acquired Purchases of marketable securities Proceeds from marketable securities Purchases of investments Deposits on acquisition (cid:49)et ca(cid:86)(cid:75) (cid:83)ro(cid:89)(cid:76)ded (cid:69)(cid:92) (cid:11)u(cid:86)ed (cid:76)n(cid:12) (cid:76)n(cid:89)e(cid:86)t(cid:76)n(cid:74) act(cid:76)(cid:89)(cid:76)t(cid:76)e(cid:86) (cid:38)a(cid:86)(cid:75) flo(cid:90)(cid:86) from f(cid:76)nanc(cid:76)n(cid:74) act(cid:76)(cid:89)(cid:76)t(cid:76)e(cid:86)(cid:29) Proceeds from stock option exercises Tax payments related to shares withheld for share-based compensation plans Payments on long-term debt Dividends paid Repurchase of Class A common stock Payment of contingent consideration Termination of swap agreements Proceeds from borrowings on long-term debt Payments of capitalized debt offering and issuance costs (cid:49)et ca(cid:86)(cid:75) u(cid:86)ed (cid:76)n f(cid:76)nanc(cid:76)n(cid:74) act(cid:76)(cid:89)(cid:76)t(cid:76)e(cid:86) (cid:40)ffect of exc(cid:75)an(cid:74)e rate(cid:86) on ca(cid:86)(cid:75)(cid:15) ca(cid:86)(cid:75) e(cid:84)u(cid:76)(cid:89)alent(cid:86) and re(cid:86)tr(cid:76)cted ca(cid:86)(cid:75) (cid:49)et (cid:76)ncrea(cid:86)e (cid:11)decrea(cid:86)e(cid:12) (cid:76)n ca(cid:86)(cid:75)(cid:15) ca(cid:86)(cid:75) e(cid:84)u(cid:76)(cid:89)alent(cid:86) and re(cid:86)tr(cid:76)cted ca(cid:86)(cid:75) (cid:38)a(cid:86)(cid:75)(cid:15) ca(cid:86)(cid:75) e(cid:84)u(cid:76)(cid:89)alent(cid:86) and re(cid:86)tr(cid:76)cted ca(cid:86)(cid:75)(cid:29) Beginning Ending Supplemental disclosures of cash flow information: Cash payments for: Interest Income taxes Supplemental disclosures of non-cash investing and financing activities: Capital expenditures financed through accounts payable, accrued expenses and other liabilities Contingent consideration included in accounts payable, accrued expenses and other liabilities $ $ $ $ $ 16,648 — 32,097 — 5,311 881 505 (543) 234 4,377 158 255 8,610 2,102 (19,384) 31,539 — (25,283) (2,300) — (1,400) 43,647 (300) — 14,364 - (1,688) (28,000) (16,962) (12,565) — — — (225) (59,440) (71) (13,608) 47,465 33,857 12,802 2,847 730 1,641 $ $ $ $ $ 16,273 — — 1,320 4,612 1,124 651 (643) 1,374 5,787 — 550 5,895 (5,581) (9,727) 33,796 33 (17,006) (3,153) (3,522) (159,403) 25,000 (1,495) — (159,546) 249 (2,268) (53,000) (17,782) (13,812) (2,015) — — — (88,628) (11) (214,389) 261,854 47,465 14,619 3,265 660 8,119 $ $ $ $ $ 16,411 12,340 — — 81,766 3,237 452 (445) 310 6,091 28 3,306 414 (913) 2,825 301,520 50 (12,078) (32,588) (29,149) — — (2,450) (190) (76,405) 708 (798) (293,563) (14,670) (5,330) (3,819) (2,441) 298,500 (3,382) (24,795) 14 200,334 61,520 261,854 13,472 846 1,678 12,107 See Notes to Consolidated Financial Statements F-8 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:49)(cid:50)T(cid:40)(cid:54) T(cid:50) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) (cid:41)I(cid:49)(cid:36)(cid:49)(cid:38)I(cid:36)(cid:47) (cid:54)T(cid:36)T(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) 1(cid:17) (cid:49)(cid:36)T(cid:56)R(cid:40) (cid:50)(cid:41) (cid:37)(cid:56)(cid:54)I(cid:49)(cid:40)(cid:54)(cid:54) Nature of Business Entravision Communications Corporation (together with its subsidiaries, hereinafter referred to collectively as the “Company”) is a leading global media company that, through its television and radio segments, reaches and engages U.S. Hispanics across acculturation levels and media channels. Additionally, the Company’s digital segment, located primarily in Spain, Mexico, Argentina and other countries in Latin America, reaches a global market. Entravision’s operations encompass integrated marketing and media solutions, comprised of television, radio, and digital properties and data analytics services. The Company’s management has determined that the Company operates in three reportable segments as of December 31, 2019, based upon the type of advertising medium, which segments are television broadcasting, radio broadcasting, and digital media. As of December 31, 2019, the Company owns and/or operates 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. The Company’s television operations comprise the largest affiliate group of both the top-ranked primary television network of Univision Communications Inc. (“Univision”) and Univision’s UniMás network. The television broadcasting segment includes revenue generated from advertising, retransmission consent agreements and the monetization of the Company’s spectrum assets. Radio operations consist of 49 operational radio stations, 38 FM and 11 AM, in 16 markets located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. Entravision also operates Entravision Solutions as its national sales representation division, through which it sells advertisements and syndicate radio programming to more than 100 markets across the United States. The Company operates a proprietary technology and data platforms that delivers digital advertising in various advertising formats that allows advertisers to reach audiences across a wide range of Internet-connected devices on its owned and operated digital media sites; the digital media sites of its publisher partners; and on other digital media sites it can access through third-party platforms and exchanges. 2(cid:17) (cid:54)(cid:56)(cid:48)(cid:48)(cid:36)R(cid:60) (cid:50)(cid:41) (cid:54)I(cid:42)(cid:49)I(cid:41)I(cid:38)(cid:36)(cid:49)T (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)TI(cid:49)(cid:42) P(cid:50)(cid:47)I(cid:38)I(cid:40)(cid:54) Basis of Consolidation and Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in the Company’s prior period consolidated financial statements and notes to the financial statements have been reclassified to conform to current period presentation. Variable Interest Entities The Company performs a qualitative analysis to determine if it is the primary beneficiary of a variable interest entity. This analysis includes consideration of who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and who has the obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity. The Company continuously reassesses whether it is the primary beneficiary of a variable interest entity. The Company has consolidated one entity for which it is the primary beneficiary. Total net assets and results of operations of the entity as of and for the years ended December 31, 2019 and 2018 are not significant. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company’s operations are affected by numerous factors, including changes in audience acceptance (i.e. ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television, radio, and digital advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s operations and cash flows. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, stock-based compensation, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future undiscounted cash flows, the fair value of reporting units and indefinite life intangible assets, fair values of derivative instruments, disclosure of the fair value of debt, deferred income taxes and the purchase price allocations used in the Company’s acquisitions. F-9 Cash and Cash Equivalents The Company considers all short-term, highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts and commercial paper. Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. The Company had $9.1 million and $5.3 million in cash and cash equivalents held outside the United States as of December 31, 2019 and 2018, respectively. Restricted Cash As of December 31, 2019 and 2018, the Company’s balance sheet includes $0.7 million in restricted cash as temporary collateral for the Company’s letters of credit. Investments Beginning in the third quarter of 2016, the Company has made investments in Chanclazo Studios, Inc. ("Chanclazo"), an innovative digital production studio that creates and distributes short and long form 3D animation, virtual reality and augmented reality content for Hispanic audiences. The investment in Chanclazo totaled $1.3 million, for a 18% ownership interest. During the quarter ended December 31, 2018, the Company determined that other than temporary decline in value has occurred and as such impaired the investment in Chanclazo completely. The Company has made investments in Cocina Vista, LLC (“Cocina”), a digital media company focused on Spanish and Latin American food and cooking in the United States, Spain and Latin America, beginning in the second quarter of 2017. The investment in Cocina totaled $2.6 million for a 49.0% ownership interest as of December 31, 2019. The Company has concluded that Cocina is a variable interest entity but it is not the primary beneficiary. The investment was recorded in “Other assets” on the consolidated balance sheet and is accounted for using the equity method. The current balance of total assets, net equity and results of operations of this investment as of and for the year ended December 31, 2019 are not significant. As of December 31, 2019, the Company held investments in a money market fund, certificates of deposit, and corporate bonds. The Company’s available for sale securities totaled $91.7 million as of December 31, 2019 and are comprised of certificates of deposit and bonds, which were recorded at their fair market value within “Marketable securities” in the consolidated balance sheet” (see Note 10). All certificates of deposit are within the current Federal Deposit Insurance Corporation insurance limits and all corporate bonds are investment grade. Long-lived Assets, Other Assets and Intangibles Subject to Amortization Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over their estimated useful lives (see Note 6). The Company periodically evaluates assets to be held and used and long-lived assets held for sale, when events and circumstances warrant such review. Syndication contracts are recorded at cost. Syndication amortization is provided using the straight-line method over their estimated useful lives. Intangible assets subject to amortization are amortized on a straight-line method over their estimated useful lives (see Note 5). Favorable leasehold interests and pre-sold advertising contracts are amortized over the term of the underlying contracts. Deferred debt issuance costs are amortized over the life of the related indebtedness using the effective interest method. Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances or changes to the Company’s business strategy, could result in the actual useful lives differing from initial estimates. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. In those cases where the Company determines that the useful life of a long-lived asset should be revised, the Company will amortize or depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. F-10 Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually on the first day of its fourth fiscal quarter, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, the Company must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets. In testing the goodwill of its reporting units for impairment, the Company first determines, based on a qualitative assessment, whether it is more likely than not that the fair value of each of its reporting units is less than their respective carrying amounts. The Company has determined that each of its operating segments is a reporting unit. If it is deemed more likely than not that the fair value of a reporting unit is less than the carrying value based on this initial assessment, the next step is a quantitative comparison of the fair value of the reporting unit to its carrying amount. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete. If the reporting unit’s carrying amount is greater than the estimated fair value, then an impairment loss is recorded for the amount of the difference. When a quantitative analysis is performed, the estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. In recent years, there has been a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years. The income approach estimates fair value based on the Company’s estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies. The Company estimated revenue projections and profit margin projections based on internal forecasts about future performance. Indefinite Life Intangible Assets The Company believes that its 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 factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters. The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television, radio and digital media industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. F-11 Concentrations of Credit Risk and Trade Receivables The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company from time to time may have bank deposits in excess of the FDIC insurance limits. As of December 31, 2019, substantially all deposits are maintained in one financial institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade receivable credit risk exposure is limited. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. A valuation allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration of a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts. Estimated losses for bad debts are provided for in the consolidated financial statements through a charge to expense that aggregated $2.3 million, $1.8 million and $1.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. The net charge off of bad debts aggregated $2.8 million, $1.2 million and $1.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. Dependence on Business Partners The Company is dependent on the continued financial and business strength of its business partners, such as the companies from whom it obtains programming. The Company could be at risk should any of these entities fail to perform their respective obligations to the Company. This in turn could materially adversely affect the Company’s own business, results of operations and financial condition. Disclosures About Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments. As of December 31, 2019 and 2018, the fair value of the Company’s long-term debt was approximately $211.7 million and $241.3 million, respectively, based on an income approach which projects expected future cash flows and discounts them using a rate based on industry and market yields. The Company’s available for sale securities are valued using quoted prices for similar attributes in active markets. Since these investments are classified as available for sale, they are recorded at their fair market value within “Marketable securities” in the consolidated balance sheets and their unrealized gains or losses are included in “Accumulated other comprehensive income (loss)”. The carrying values of receivables, payables and accrued expenses approximate fair value due to the short maturity of these instruments. Off-Balance Sheet Financings and Liabilities Other than lease commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees (see Notes 7, 12 and 17), the Company does not have any off-balance sheet financing arrangements or liabilities. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements. Income Taxes Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. F-12 In evaluating the Company’s ability to realize net deferred tax assets, the Company considers all reasonably available evidence including past operating results, tax strategies and forecasts of future taxable income. In considering these factors, the Company makes certain assumptions and judgments that are based on the plans and estimates used to manage the business. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Value Added Taxes Value added taxes collected from customers and remitted to governmental authorities are accounted for on a net basis, and are therefore excluded from revenues. Advertising Costs Amounts incurred for advertising costs with third parties are expensed as incurred. Advertising expense totaled approximately $0.5 million, $0.1 million and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Legal Costs Amounts incurred for legal costs that pertain to loss contingencies are expensed as incurred. Repairs and Maintenance All costs associated with repairs and maintenance are expensed as incurred. Revenue Recognition Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Digital related revenue is recognized when display or other digital advertisements record impressions on the websites of the Company’s third party publishers or as the advertiser’s previously agreed-upon performance criteria are satisfied. The Company generates revenue under arrangements in which services are sold on a stand-alone basis within a specific segment, and those that are sold on a combined basis across multiple segments. The Company has determined that in such revenue arrangements which contain multiple products and services, revenues are allocated based on the relative fair value of each item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting. Under the Company’s current proxy agreement with Univision, the Company grants Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with multichannel video programming distributors, or MVPDs. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. The Company recognizes retransmission consent revenue earned as the television signal is delivered to the MVPD. The Company also generates revenue under two current marketing and sales agreements with Univision, which give the Company the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C. F-13 The Company also generates revenue from agreements associated with its television stations’ spectrum usage rights from a variety of sources, including but not limited to entering into agreements with third parties to utilize excess spectrum for the broadcast of their multicast networks, charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations, and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue from such agreements is recognized over the period of the lease or when the Company has relinquished all or a portion of its spectrum usage rights for a station or have relinquished its rights to operate a station on the existing channel free from interference. Trade Transactions The Company exchanges broadcast time for certain merchandise and services. Trade revenue is recognized when commercials air at the fair value of the goods or services received or the fair value of time aired, whichever is more readily determinable. Trade expense is recorded when the goods or services are used or received. Trade revenue was approximately $0.5 million, $0.7 million and $0.9 million for each of the years ended December 31, 2019, 2018 and 2017, respectively. Trade costs were approximately $0.5 million, $0.7 million and $0.9 million for each of the years ended December 31, 2019, 2018 and 2017, respectively. Cost of Revenue Cost of revenue related to the Company’s television segment consists primarily of the carrying value of spectrum usage rights that were surrendered in the FCC auction for broadcast spectrum. Cost of revenue related to the Company’s digital media segment consists primarily of the costs of online media acquired from third-party publishers. Direct operating expenses Direct operating expenses consist primarily of salaries and commissions of sales staff, amounts paid to national representation firms, production and programming expenses, fees for ratings services, and engineering costs. Corporate expenses Corporate expenses consist primarily of salaries related to corporate officers and back office functions, third party legal and accounting services, and fees incurred as a result of being a publicly traded company. Stock-Based Compensation The Company recognizes stock-based compensation according to the provisions of ASC 718, “Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors including employee stock options, restricted stock awards, restricted stock units, and employee stock purchases under the 2001 Employee Stock Purchase Plan (the “Purchase Plan”) based on estimated fair values. ASC 718 requires companies to estimate the fair value of stock options on the date of grant using an option pricing model. The fair value of restricted stock awards and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. The value of the portion of the award that is ultimately expected to vest has been reduced for estimated forfeitures and is recognized as expense over the requisite service periods in the consolidated statements of operations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for stock options. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free rate, and expected dividends. The expected volatility is based on historical volatility of the Company’s common stock and other relevant factors. The expected term assumptions are based on the Company’s historical experience and on the terms and conditions of the stock-based awards. The risk free-rate is based on observed interest rates appropriate for the expected terms of the Company’s stock options. The dividend rate is based on the Company’s dividend policy. The Company classifies cash flows from excess tax benefits from exercised options in excess of the deferred tax asset attributable to stock-based compensation costs as operating cash flows. F-14 Earnings Per Share The following table illustrates the reconciliation of the basic and diluted per share computations (in thousands, except share and per share data): (cid:37)a(cid:86)(cid:76)c earn(cid:76)n(cid:74)(cid:86) (cid:83)er (cid:86)(cid:75)are(cid:29) Numerator: Net income (loss) Denominator: (cid:60)ear (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) (cid:60)ear (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) (cid:60)ear (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) $ (19,712) $ 12,161 $ 175,698 Weighted average common shares outstanding, basic 85,107,301 89,115,997 90,272,257 Per share: Net income (loss) per share (cid:39)(cid:76)luted earn(cid:76)n(cid:74)(cid:86) (cid:83)er (cid:86)(cid:75)are(cid:29) Numerator: Net income (loss) Denominator: $ $ (0.23) $ 0.14 $ 1.95 (19,712) $ 12,161 $ 175,698 Weighted average common shares outstanding Dilutive securities: Stock options Restricted stock units Diluted shares outstanding 85,107,301 89,115,997 90,272,257 - - 85,107,301 629,933 582,653 90,328,583 906,519 713,181 91,891,957 Per share: Net income (loss) per share $ (0.23) $ 0.13 $ 1.91 Basic earnings per share is computed as net income divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards. For the year ended December 31, 2019, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,117,216. For the years ended December 31, 2018 and 2017, a total of 182,847 and 243,234 shares of dilutive securities, respectively, were not included in the computation of diluted earnings per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. Comprehensive Income (loss) For the year ended December 31, 2019 the Company had other comprehensive income, net of tax, of $1.3 million. For the year ended December 31, 2018 the Company had other comprehensive loss, net of tax, of $1.3 million. For the year ended December 31, 2017 the Company had other comprehensive income, net of tax of $2.9 million. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326), which amends current guidance on other-than-temporary impairments of available-for-sale debt securities. This amended standard requires the use of an allowance to record estimated credit losses on these assets when the fair value is below the amortized cost of the asset. This standard also removes the evaluation of the length of time that a security has been in a loss position to avoid recording a credit loss. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. While the Company is continuing to assess the potential impacts of ASU 2016-13, it does not expect ASU 2016-13 to have a material effect on its financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement F-15 that is a service contract is not affected by the amendments in this update. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. While the Company is continuing to assess the potential impacts of ASU 2018-15, it does not expect ASU 2018-15 to have a material effect on its financial statements. In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. While the Company is continuing to assess the potential impacts of ASU 2018-13, it does not expect ASU 2018-13 to have a material effect on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. Newly Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which increases transparency and comparability among organizations relating to leases. Lessees are required to recognize a liability to make lease payments and a right-of-use (“ROU”) asset representing the right to use the underlying asset for the lease term. The FASB retained a dual model for lease classification, requiring leases to be classified as finance or operating leases to determine recognition in the earnings statement and cash flows; however, substantially all leases are required to be recognized on the balance sheet. ASU 2016-02 also requires quantitative and qualitative disclosures regarding key information about leasing arrangements. ASU 2016-02 is effective using a modified retrospective approach for fiscal years and interim periods beginning after December 15, 2018. This standard allowed entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The standard also provides for certain practical expedients. The Company adopted ASU 2016-02 in the first quarter of 2019. As permitted under the transition guidance of the standard, the Company applied the guidance on a prospective basis as of the adoption date. As a result, prior period amounts were not adjusted and continue to be reported in accordance with accounting guidance under ASC 840. The Company elected the package of practical expedients such that the Company did not reassess whether any expired or existing contracts are or contain leases. In addition, the Company did not reassess prior conclusions reached for lease classification and did not reassess initial direct costs for existing leases. Based on the Company’s assessment, the adoption of the guidance resulted in a material impact on the Company’s consolidated balance sheet. However, the impact to the Company’s results of operations and cash flows through December 31, 2019 are not considered material. As of the adoption date, the Company recognized ROU assets of $45.8 million and lease liabilities of $52.4 million. The difference between the ROU assets and lease liabilities is attributed to deferred rent and lease incentives which were combined and presented net within the ROU assets. Refer to Note 7 for additional information. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non- employee Share-based Payment Accounting, which supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees and expands the scope of ASC Topic 718, “Compensation—Stock Compensation” to include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The amendments in ASU 2018-07 are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 in the first quarter of 2019, which adoption did not have a material impact on our condensed consolidated financial statements and related disclosures. F-16 In August 2018, the SEC issued a final rule to amend certain disclosure requirements that were redundant, duplicative, overlapping or superseded by other SEC disclosure requirements, US GAAP or IFRS. The amendments generally eliminated or otherwise reduced certain disclosure requirements of various SEC rules and regulations. However, in some cases, the amendments require additional information to be disclosed, including changes in stockholders’ equity in interim periods. The Company adopted this rule in the first quarter of 2019 and included a statement of stockholders’ equity beginning in its Quarterly Report on Form 10-Q for the period ended March 31, 2019. (cid:22)(cid:17) (cid:36)(cid:38)(cid:52)(cid:56)I(cid:54)ITI(cid:50)(cid:49)(cid:54) Upon consummation of each acquisition the Company evaluates whether the acquisition constitutes a business. If substantially all the fair value is concentrated in a single asset (or group of similar assets) the acquired entity is not a business. An acquisition is considered a business if it is comprised of a complete self-sustaining integrated set of activities and assets consisting of inputs and substantive processes applied to those inputs that are used to generate revenues. For a transferred set of activities and assets to be a business, it must contain all of the inputs and processes necessary for it to continue to conduct normal operations after the transferred set is separated from the transferor, which includes the ability to sustain a revenue stream by providing its outputs to customers. A transferred set of activities and assets fails the definition of a business if it excludes one or more significant items such that it is not possible for the set to continue normal operations and sustain a revenue stream by providing its products and/or services to customers. All business acquisitions have been accounted for as purchase business combinations with the operations of the businesses included subsequent to their acquisition dates. The allocation of the respective purchase prices is generally based upon independent appraisals and or management’s estimates of the discounted future cash flows to be generated from the media properties for intangible assets, and replacement cost for tangible assets. Deferred income taxes are provided for temporary differences based upon management’s best estimate of the tax basis of acquired assets and liabilities that will ultimately be accepted by the applicable taxing authority. (cid:46)(cid:48)(cid:37)(cid:43)(cid:16)TV On November 7, 2019, the Company completed the acquisition of television station KMBH-TV, serving the McAllen, Texas area, for an aggregate cash consideration of $2.9 million. The transaction was treated as an asset acquisition with the majority of the purchase price recorded in “Intangible assets not subject to amortization” on the Company’s consolidated balance sheet. (cid:54)madex On June 11, 2018, the Company completed the acquisition of 100% of the stock of Smadex, S.L. (“Smadex”), a mobile programmatic solutions provider that delivers performance-based solutions and data insights for marketers. The transaction was treated as a business acquisition in accordance with the guidance of ASC 805. The Company acquired Smadex to expand its technology platform, broaden its digital solutions offering and enhance its execution of performance campaigns. The transaction was funded from cash on hand for an aggregate cash consideration of $3.5 million, net of $1.2 million of cash acquired. The following is a summary of the final purchase price allocation for the Company’s acquisition of Smadex (in millions): Accounts receivable Other current assets Intangible assets subject to amortization Goodwill Current liabilities Long-term liabilities Deferred tax $ 0.9 0.4 2.0 3.6 (2.8) (0.2) (0.4) The fair value of assets acquired includes trade receivables of $0.9 million. The gross amount due under contract is $0.9 million, all of which is expected to be collectible. During the year ended December 31, 2018, Smadex generated net revenue and expenses of $6.4 million and $5.8 million, respectively, which are included in our consolidated statements of operations. The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital segment and is attributable to the Smadex workforce and expected synergies from combining its operations with those of the Company. F-17 The following unaudited pro forma information for the years ended December 31, 2018 and 2017 has been prepared to give effect to the acquisition of Smadex as if the acquisition had occurred on January 1, 2017. This pro-forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Pro (cid:41)orma(cid:29) Total revenue Net income (loss) (cid:37)a(cid:86)(cid:76)c and d(cid:76)luted earn(cid:76)n(cid:74)(cid:86) (cid:83)er (cid:86)(cid:75)are(cid:29) Net income per share, basic Net income per share, diluted (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) 201(cid:27) $ $ $ $ 307,805 13,133 0.15 0.15 $ $ $ $ 541,663 175,765 1.95 1.91 Weighted average common shares outstanding, basic Weighted average common shares outstanding, diluted 89,115,997 90,272,257 90,328,583 91,891,957 The unaudited pro forma information for the year ended December 31, 2018 was adjusted to exclude acquisition fees and costs of $0.4 million, which were expensed in connection with the acquisition. (cid:46)(cid:48)(cid:38)(cid:38)(cid:16)TV On January 16, 2018, the Company completed the acquisition of television station KMCC-TV, which serves the Las Vegas, Nevada area, for an aggregate cash consideration of $3.6 million. The transaction was treated as an asset acquisition with the majority of the purchase price recorded in “Intangible assets not subject to amortization” on the Company’s consolidated balance sheet. (cid:43)ead(cid:90)a(cid:92) On April 4, 2017, the Company completed the acquisition of 100% of several entities collectively doing business as Headway (“Headway”), a provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. The Company acquired Headway in order to acquire additional digital media platforms that the Company believes will enhance its offerings to the U.S. Hispanic marketplace as well as expand its international footprint. The transaction was funded from our cash on hand, for an aggregate cash consideration of $8.2 million, net of $4.5 million of cash acquired, and contingent consideration with a fair value of $15.9 million as of the acquisition date. The following is a summary of the purchase price allocation for our acquisition of Headway (in millions): Accounts receivable Intangible assets subject to amortization Goodwill Current liabilities Deferred tax $ 19.8 15.9 16.1 (23.7) (4.0) F-18 Intangibles assets subject to amortization acquired includes: Intan(cid:74)(cid:76)(cid:69)le (cid:36)(cid:86)(cid:86)et Existing technology Publisher relationships Advertiser relationships MediaMath agreement Non-Compete agreements Trade name (cid:40)(cid:86)t(cid:76)mated (cid:41)a(cid:76)r Value (cid:11)(cid:76)n m(cid:76)ll(cid:76)on(cid:86)(cid:12) (cid:58)e(cid:76)(cid:74)(cid:75)ted a(cid:89)era(cid:74)e l(cid:76)fe (cid:11)(cid:76)n (cid:92)ear(cid:86)(cid:12) $ 1.0 5.0 4.8 2.1 1.1 1.9 2.0 3.0 5.0 9.0 4.0 5.0 The acquisition of Headway includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Headway based upon the achievement of certain annual performance benchmarks over a three-year period. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the three-year period is between $0 and $27.0 million. The fair value of the contingent consideration recognized on the acquisition date of $15.9 million was estimated by applying the real options approach using level 3 inputs as further discussed in Note 10. The agreement also includes payments of up to approximately $7.5 million to certain key employees, which will be treated as post-acquisition compensation expense and accrued as earned. The fair value of the assets acquired includes trade receivables of $19.8 million. The gross amount due under contract is $20.9 million, of which $1.1 million is expected to be uncollectable. The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital media segment and is attributable to Headway’s workforce and expected synergies from combining Headway’s operations with those of the Company. During the quarter ended December 31, 2017, the Company recorded measurement period adjustments primarily to adjust the fair value of intangible assets and contingent consideration to the final valuations and to reflect the value of deferred tax liabilities at the tax rates of the foreign jurisdictions they relate to. The following unaudited pro forma information for the year ended December 31, 2017 has been prepared to give effect to the acquisition of Headway as if the acquisition had occurred on January 1, 2017. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for any future periods. Pro (cid:41)orma(cid:29) Total revenue Net income (loss) (cid:37)a(cid:86)(cid:76)c and d(cid:76)luted earn(cid:76)n(cid:74)(cid:86) (cid:83)er (cid:86)(cid:75)are(cid:29) Net income per share, basic Net income per share, diluted (cid:60)ear (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) $ $ $ $ 545,592 176,138 1.95 1.92 Weighted average common shares outstanding, basic Weighted average common shares outstanding, diluted 90,272,257 91,891,957 The unaudited pro forma information for the year ended December 31, 2017 was adjusted to exclude acquisition fees and costs of $0.5 million, which were expensed in connection with the acquisition. F-19 As of December 31, 2018, the Company had a liability balance of $8.1 million related to the contingent consideration arrangement based on a calculation of the fair value using the real options technique in accordance with ASC 805-30-25-5. See further detail of key assumptions used in the calculation described in Note 10. As of December 31, 2019, the three-year period of the contingent consideration arrangement concluded and therefore an estimation using the real options technique was not performed. As of December 31, 2019, the remaining estimated liability balance is $1.6 million. The Company has not completed the process, described in the agreements related to the acquisition of Headway, of finalizing the calculation of the contingent consideration, if any, related to the acquisition of Headway with respect to calendar year 2019. As a result, as of the date of this filing the Company is unable to determine the final amount of such contingent consideration, if any, to be paid with respect to calendar year 2019. The determination of the final amount of such contingent consideration, if any, to be paid with respect to calendar year 2019 may result in adjustments in future periods to the fair value of the Company’s liability for contingent consideration. (cid:23)(cid:17) R(cid:40)V(cid:40)(cid:49)(cid:56)(cid:40)(cid:54) Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Broadcast Advertising. Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Broadcast advertising rates are fixed based on each medium’s ability to attract audiences in demographic groups targeted by advertisers and rates can vary based on the time of day and ratings of the programming airing in that day part. Digital Advertising. Revenue from digital advertising primarily consists of two types: (1) display advertisements on websites and mobile applications that are sold based on a cost-per-thousand impressions delivered. These impressions are delivered through the Company’s websites and through third party publishers either through direct relationships with the publishers or through digital advertising exchanges. (2) performance driven advertising whereby the customer engages the Company to drive consumers to perform an action such as the download of a mobile application, the installation of an application, or the first use of an application (typically referred to cost per action or cost per installation). Broadcast and digital advertising revenue is recognized over time in a series as a single performance obligation as the ad, impression or performance advertising is delivered per the insertion order. The Company applies the practical expedient to recognize revenue for each distinct advertising service delivered at the amount the Company has the right to invoice, which corresponds directly to the value a customer has received relative to the Company’s performance. Contracts with customers are short term in nature and billing occurs on a monthly basis with payment due in 30 days. Value added taxes collected concurrent with advertising revenue producing activities are excluded from revenue. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Retransmission Consent. The Company generates revenue from retransmission consent agreements that are entered into with MVPDs. The Company grants the MVPDs access to its television station signals so that they may rebroadcast the signals and charge their subscribers for this programming. Payments are received on a monthly basis based on the number of monthly subscribers. Retransmission consent revenues are considered licenses of functional intellectual property and are recognized over time utilizing the sale-based or usage-based royalty exception. The Company’s performance obligation is to provide the licensee access to our intellectual property. MVPD subscribers receive and consume the content monthly as the television signal is delivered. Spectrum Usage Rights. The Company generates revenue from agreements associated with its television stations’ spectrum usage rights from a variety of sources, including but not limited to agreements with third parties to utilize excess spectrum for the broadcast of their multicast networks; charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations; and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue generated by spectrum usage rights agreements are recognized over the period of the lease or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. Other Revenue. The Company generates other revenues that are related to its broadcast operations, which primarily consist of representation fees earned by the Company’s radio national representation firm, talent fees for the Company’s on air personalities, ticket and concession sales for radio events, rent from tenants of the Company’s owned facilities, barter revenue, and revenue generated under joint sales agreements. F-20 In the case of representation fees, the Company does not control the distinct service, the commercial advertisement, prior to delivery and therefore recognizes revenue on a net basis. Similarly for joint service agreements, the Company does not own the station providing the airtime and therefore recognizes revenue on a net basis. In the case of talent fees, the on air personality is an employee of the Company and therefore the Company controls the service provided and recognizes revenue gross with an expense for fees paid to the employee. Pract(cid:76)cal (cid:40)x(cid:83)ed(cid:76)ent(cid:86) and (cid:40)xem(cid:83)t(cid:76)on(cid:86) The Company does not disclose the value of unsatisfied performance obligations when (i) contracts have an original expected length of one year or less, which applies to effectively all advertising contracts, and (ii) variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property, which applies to retransmission consent revenue. The Company applies the practical expedient to expense contract acquisition costs, such as sales commissions generated either by internal direct sales employees or through third party advertising agency intermediaries, when incurred because the amortization period is one year or less. These costs are recorded within direct operating expenses. (cid:39)(cid:76)(cid:86)a(cid:74)(cid:74)re(cid:74)ated Re(cid:89)enue The following table presents our revenues disaggregated by major source (in thousands): Broadcast advertising Digital advertising Spectrum usage rights Retransmission consent Other Total revenue $ $ $ $ (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 169,009 80,982 2,976 35,066 9,782 297,815 201(cid:28) 148,082 68,908 13,061 35,362 8,162 273,575 $ $ 201(cid:26) 171,715 57,098 263,943 31,413 11,865 536,034 Contracts are entered into directly with customers or through an advertising agency that represents the customer. Sales of advertising to customers or agencies within a station’s designated market area (“DMA”) are referred to as local revenue, whereas sales from outside the DMA are referred to as national revenue. The following table further disaggregates the Company’s broadcast advertising revenue by sales channel (in thousands): Local direct Local agency National agency Total revenue (cid:39)eferred Re(cid:89)enue(cid:86) (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 201(cid:26) 201(cid:28) $ $ 25,972 58,425 63,685 148,082 $ $ 27,522 61,226 80,261 169,009 $ $ 30,343 64,724 76,648 171,715 The Company records deferred revenues when cash payments are received or due in advance of its performance, including amounts which are refundable. The change in the deferred revenue balance for the year ended December 31, 2019 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenues recognized that were included in the deferred revenue balance as of December 31, 2018. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is not significant, typically 30 days. For certain customer types, the Company requires payment before the services are delivered to the customer. (cid:11)(cid:76)n t(cid:75)ou(cid:86)and(cid:86)(cid:12) Deferred revenue (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) $ 2,759 Increa(cid:86)e (cid:39)ecrea(cid:86)e (cid:13) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) 2,390 (2,759) $ 2,390 * The amount disclosed in the decrease column reflects revenue that has been recorded during the year ended December 31, 2019. F-21 (cid:11)(cid:76)n t(cid:75)ou(cid:86)and(cid:86)(cid:12) Deferred revenue (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) $ 2,957 Increa(cid:86)e (cid:39)ecrea(cid:86)e (cid:13) (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 2,759 (2,957) $ 2,759 * The amount disclosed in the decrease column reflects revenue that has been recorded during the year ended December 31, 2018. (cid:41)(cid:38)(cid:38) (cid:36)uct(cid:76)on for (cid:37)roadca(cid:86)t (cid:54)(cid:83)ectrum During the year ended December 31, 2017, the Company recognized revenue of $263.9 million related to its participation in the FCC auction for broadcast spectrum. This revenue reflects the relinquishment of the Company’s permanent spectrum usage rights related to four television stations: WMDO-CD serving the Washington, D.C. market, WJAL-TV serving the Hagerstown, Maryland market, KSMS-TV serving the Monterey-Salinas, California market, and WUVN-TV serving the Hartford, Connecticut market. The proceeds of the auction were deposited into the account of a qualified intermediary to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange. The Company also recorded an expense of $12.3 million during year ended December 31, 2017 to account for the write-off of the carrying value of spectrum usage rights surrendered. This expense is classified as “Cost of revenue – television (spectrum usage rights)” on the Consolidated Statements of Operations. The FCC has allowed auction participants up to six months after the relinquishment of their permanent spectrum usage rights to cease broadcasting. The Company has treated this usage period as a sale-leaseback transaction in accordance with ASC 840-40 and recorded lease expense based on the fair market value. 5(cid:17) (cid:42)(cid:50)(cid:50)(cid:39)(cid:58)I(cid:47)(cid:47) (cid:36)(cid:49)(cid:39) (cid:50)T(cid:43)(cid:40)R I(cid:49)T(cid:36)(cid:49)(cid:42)I(cid:37)(cid:47)(cid:40) (cid:36)(cid:54)(cid:54)(cid:40)T(cid:54) The carrying amount of goodwill for each of the Company’s operating segments for the years ended December 31, 2019 and 2018 is as follows (in thousands): Television Radio Digital Consolidated (cid:36)c(cid:84)u(cid:76)(cid:86)(cid:76)t(cid:76)on Im(cid:83)a(cid:76)rment (cid:36)c(cid:84)u(cid:76)(cid:86)(cid:76)t(cid:76)on (cid:38)urrenc(cid:92) Im(cid:83)a(cid:76)rment $ (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:26) 40,549 — 30,180 70,729 $ $ — — 3,563 3,563 $ (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 40,549 — 33,743 74,292 $ — $ — — — $ — — — — $ — $ — (27,714) — — (67) (67) $ (27,714) $ (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) 40,549 — 5,962 46,511 The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2019 and 2018 is as follows (in thousands): Intangible assets subject to amortization: Television network affiliation agreements Customer base Pre-sold advertising contracts and other Total assets subject to amortization: Intangible assets not subject to amortization: FCC licenses and spectrum usage rights Total intangible assets 201(cid:28) 201(cid:27) (cid:58)e(cid:76)(cid:74)(cid:75)ted a(cid:89)era(cid:74)e rema(cid:76)n(cid:76)n(cid:74) l(cid:76)fe (cid:76)n (cid:92)ear(cid:86) (cid:42)ro(cid:86)(cid:86) (cid:38)arr(cid:92)(cid:76)n(cid:74) (cid:36)mount (cid:36)ccumulated (cid:36)mort(cid:76)(cid:93)at(cid:76)on (cid:49)et (cid:38)arr(cid:92)(cid:76)n(cid:74) (cid:36)mount (cid:42)ro(cid:86)(cid:86) (cid:38)arr(cid:92)(cid:76)n(cid:74) (cid:36)mount (cid:36)ccumulated (cid:36)mort(cid:76)(cid:93)at(cid:76)on (cid:49)et (cid:38)arr(cid:92)(cid:76)n(cid:74) (cid:36)mount 7 4 5 $ 67,489 $ 10,045 39,057 $116,591 $ 9,151 $ 67,489 $ 58,338 $ 3,631 6,414 3,990 35,067 99,819 $ 16,772 $116,391 $ 10,045 38,857 56,950 $ 10,539 5,001 5,044 7,058 31,799 93,793 $ 22,598 252,544 $269,316 254,598 $277,196 F-22 The aggregate amount of amortization expense for the years ended December 31, 2019, 2018 and 2017 was approximately $6.0 million, $6.1 million and $5.9 million, respectively. Estimated amortization expense for the next five years and thereafter is as follows (in thousands): (cid:40)(cid:86)t(cid:76)mated (cid:36)mort(cid:76)(cid:93)at(cid:76)on (cid:40)x(cid:83)en(cid:86)e 2020 2021 2022 2023 2024 Thereafter Total (cid:36)mount 4,351 3,519 2,378 1,506 1,333 3,685 16,772 $ $ Impairment The Company has identified each of its three operating segments to be separate reporting units: television broadcasting, radio broadcasting, and digital media. The carrying values of the reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units. Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1. The Company conducted a review of the fair value of the television reporting unit. As of the annual goodwill testing date, October 1, 2019, there was $40.5 million of goodwill in the television reporting unit. Based on the assumptions and estimates in Note 2 above, the television reporting unit fair value exceeded its carrying value by 38%, resulting in no impairment charge in 2019. The calculation of the fair value of the reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 0.5%, the fair value of the television reporting unit would decrease by 6%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 5%. Due to lower than anticipated performance of our digital reporting unit, changes in key personnel, and updated internal forecasts of future performance of our digital reporting unit, the Company determined that triggering events had occurred during each of the second and third quarters of 2019 that required interim impairment assessments for the digital reporting unit. As a result, the Company recorded impairment charges in the digital reporting unit of $22.4 million and $5.3 million in the second and third quarter of 2019, respectively, for a total goodwill impairment charge of $27.7 million for the year ended December 31, 2019. Because we conducted an interim impairment assessment relating to our digital reporting unit in the third quarter of 2019, as of September 30, 2019, we did not conduct an impairment assessment in our digital reporting unit on the annual goodwill testing date of October 1, 2019. As of October 1, 2019, there was $6.0 million of goodwill in the digital media reporting unit. The calculation of the fair value of the reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 1%, the fair value of the digital reporting unit would decrease by 8%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the digital reporting unit would decrease by 2%. Uncertain economic conditions, fiscal policy and other factors beyond the Company’s control potentially could have an adverse effect on the capital markets, which would affect the discount rate assumptions, terminal value estimates, transaction premiums and comparable transactions. Such uncertain economic conditions could also have an adverse effect on the fundamentals of the business and results of operations, which would affect the internal forecasts about future performance and terminal value estimates. Furthermore, such uncertain economic conditions could have a negative impact on the digital advertising industry in general or the industries of those customers who advertise with the digital reporting unit, including, among others, the automotive, financial and other services, telecommunications, travel and restaurant industries, which in the aggregate provide a significant amount of the historical and projected advertising revenue. The activities of competitors could have an adverse effect on the internal forecasts about future performance and terminal value estimates. Changes in technology or audience preferences, including increased competition from other forms of advertising-based mediums, could have an adverse effect on the internal forecasts about future performance, terminal value estimates and transaction premiums. Finally, the risk factors that the Company identifies from time to time in its SEC reports could have an adverse effect on the internal forecasts about future performance, terminal value estimates and transaction premiums. F-23 There can be no assurance that the estimates and assumptions made for the purpose of the Company’s goodwill impairment testing will prove to be accurate predictions of the future. If the assumptions regarding internal forecasts of future performance of the reporting unit are not achieved, if market conditions change and affect the discount rate, or if there are lower comparable transactions and transaction premiums, the Company may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future change in the Company’s assumptions would have an adverse impact on the valuation models and result in impairment, or if it does, whether such impairment charge would be material. The Company did not have any goodwill in its radio reporting unit at December 31, 2019 and 2018. The Company also conducted a review of the fair value of the television and radio FCC licenses in 2019 and 2018. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly- traded companies. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates described above, the Company noted that the carrying values of one television FCC license and one radio FCC license exceeded their fair values. As a result, the Company recorded an impairment charge of FCC licenses in our television and radio reporting units in the amount of $0.5 million and $0.2 million, respectively, for the year ended December 31, 2019. As a result of changes in regulations in Mexico, the Company was required to prepay the license fees for its Mexico broadcast licenses for a period of 20 years. The Company elected not to make the required prepayment for station XHRIO-TV serving the Matamoros/Harlingen-Weslaco-Brownsville-McAllen market before the deadline to make such prepayment. As a result, the Company currently expects to stop broadcasting on this station at the end of the current license term, which expires on December 31, 2021. As such, the Company determined that triggering events had occurred during the third quarter of 2019 that required an interim impairment assessment for this broadcast license. As a result of this assessment, the Company incurred an impairment charge related to indefinite life intangible assets in its television reporting unit in the amount of $3.5 million for the year ended December 31, 2019. At the Company’s impairment testing date of October 1, 2019 and at December 31, 2019, the book value of net assets exceeded the market capitalization of the Company. During times of stock price volatility, significant judgment must be applied to determine whether stock price changes are a short term swing or a longer-term trend. The Company performed an annual test of its goodwill and indefinite life intangible assets as of October 1, 2019, and concluded that other than the goodwill impairment at the digital reporting unit discussed above the recorded values were not impaired based on the analysis. The key assumptions used in this analysis were: (a) the Company’s assets are still producing operating income and (b) the fair value of its existing assets, based on the Company’s analysis, remains sufficient to support the carrying value of the related assets including goodwill. There were no events that occurred subsequent to the annual impairment testing date that suggest that it is more likely than not that the fair value of any of the Company’s reporting units or indefinite life intangible assets are less than the respective carrying amounts. F-24 (cid:25)(cid:17) PR(cid:50)P(cid:40)RT(cid:60) (cid:36)(cid:49)(cid:39) (cid:40)(cid:52)(cid:56)IP(cid:48)(cid:40)(cid:49)T Property and equipment as of December 31, 2019 and 2018 consists of (in millions): (cid:40)(cid:86)t(cid:76)mated u(cid:86)eful l(cid:76)fe (cid:11)(cid:92)ear(cid:86)(cid:12) 201(cid:28) 201(cid:27) Buildings Construction in progress Transmission, studio and other broadcast equipment Office and computer equipment Transportation equipment 40 — 5-15 3-7 5 Leasehold improvements and land improvements Lesser of lease life or useful life Less accumulated depreciation Land $ $ 21.9 15.1 162.1 31.4 6.3 22.1 258.9 188.6 70.3 9.3 79.6 $ $ 21.8 10.0 151.3 30.6 6.3 23.0 243.0 187.4 55.6 9.3 64.9 Depreciation expense was $10.6 million, $10.1 million, and $10.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. As part of the FCC auction for broadcast spectrum, the FCC has reassigned some stations to new post-auction channels and will reimburse station owners for the cost of the relocation. The Company has received notification from the FCC that 16 of its stations have been assigned to new channels with an estimated reimbursable cost of approximately $16.0 million. The Company recorded gains on involuntary conversion associated with the repack process of $6.0 million and $1.2 million in 2019 and 2018, respectively. (cid:26)(cid:17) (cid:47)(cid:40)(cid:36)(cid:54)(cid:40)(cid:54) The Company’s leases are considered operating leases and primarily consist of real estate such as office space, broadcasting towers, land and land easements. ROU asset and lease liability is recognized as of lease commencement date based on the present value of the future minimum lease payments over the lease term. As the implicit rate for operating leases is not readily determinable, the future minimum lease payments were discounted using an incremental borrowing rate. Due to the Company’s having a centralized treasury function, the Company applied a portfolio approach to discount its domestic lease obligations using its secured publicly traded U.S. dollar denominated debt instruments interpolating the duration of the debt to the remaining lease term. The incremental borrowing rate for international leases is the interest rate that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company’s operating leases are reflected within the consolidated balance sheet as right-of-use assets with the related liability presented as lease liability, current and lease liability, net of current portion. Lease expense is recognized on a straight-line basis over the lease term. Generally, lease terms include options to renew or extend the lease. Unless the renewal option is considered reasonably certain, the exercise of any such options have been excluded from the calculation of lease liabilities. In addition, as permitted within the guidance, ROU assets and lease liabilities are not recorded for leases within an initial term of one year or less. The Company’s existing leases have remaining terms of less than one year up to 32 years. Certain of the Company’s lease agreements include rental payments based on changes in the consumer price index (“CPI”). Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and recognized in the period in which the related obligation was incurred. Lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain real estate leases include additional costs such as common area maintenance (non-lease component), as well as property insurance and property taxes. These costs were excluded from future minimum lease payments as they are variable payments. As such, these costs were not part of the calculation of ROU assets and lease liabilities associated with operating leases upon transition. The Company leases facilities and broadcast equipment under various non-cancelable operating lease agreements with various terms and conditions, expiring at various dates through February 2051. F-25 The Company’s corporate headquarters are located in Santa Monica, California. The Company leases approximately 16,000 square feet of space in the building housing its corporate headquarters under a lease expiring in 2021. The Company also leases approximately 41,000 square feet of space in the building housing its radio network in Los Angeles, California, under a lease expiring in 2026. The types of properties required to support each of the Company’s television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of the Company’s office, studio and tower facilities are leased pursuant to non-cancelable long-term leases. The Company also owns the buildings and/or land used for office, studio and tower facilities at certain of its television and/or radio properties. The Company owns substantially all of the equipment used in its television and radio broadcasting business. The following table summarizes the expected future payments related to lease liabilities as of December 31, 2019: (cid:11)(cid:76)n t(cid:75)ou(cid:86)and(cid:86)(cid:12) 2020 2021 2022 2023 2024 2025 and thereafter Total minimum payments Less amounts representing interest Present value of minimum lease payments Less current operating lease liabilities Long-term operating lease liabilities $ $ $ 10,975 9,293 7,992 6,422 5,392 30,724 70,798 (20,355) 50,443 (9,056) 41,387 The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of December 31, 2019 were 11.4 years and 6.2%, respectively. The following table summarizes lease payments and supplemental non-cash disclosures for the year ended December 31, 2019: (cid:11)(cid:76)n t(cid:75)ou(cid:86)and(cid:86)(cid:12) (cid:38)a(cid:86)(cid:75) (cid:83)a(cid:76)d for amount(cid:86) (cid:76)ncluded (cid:76)n lea(cid:86)e l(cid:76)a(cid:69)(cid:76)l(cid:76)t(cid:76)e(cid:86)(cid:29) Operating cash flows from operating leases Non-cash additions to operating lease assets $ $ 10,582 4,797 The following table summarizes the components of lease expense for the year ended December 31, 2019: (cid:11)(cid:76)n t(cid:75)ou(cid:86)and(cid:86)(cid:12) Operating lease cost Variable lease cost Short-term lease cost Total lease cost $ $ 10,232 1978 668 12,878 For the year ended December 31, 2019, lease cost of $6.1 million, $6.0 million and $0.8 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. F-26 The approximate future minimum lease payments under these non-cancelable operating leases at December 31, 2018 are as follows (in millions): 2019 2020 2021 2022 2023 Thereafter (cid:36)mount 10.4 10.7 8.5 7.6 6.1 38.5 81.8 $ $ Total rent expense under operating leases, including rent under month-to-month arrangements, was approximately $12.0 million and $10.5 million for the years ended December 31, 2018 and 2017, respectively. (cid:27)(cid:17) (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)T(cid:54) P(cid:36)(cid:60)(cid:36)(cid:37)(cid:47)(cid:40) (cid:36)(cid:49)(cid:39) (cid:36)(cid:38)(cid:38)R(cid:56)(cid:40)(cid:39) (cid:40)(cid:59)P(cid:40)(cid:49)(cid:54)(cid:40)(cid:54) Accounts payable and accrued expenses as of December 31, 2019 and 2018 consist of (in millions): Accounts payable Accrued payroll and compensated absences Accrued bonuses Professional fees Deferred revenue Accrued national representation fees Income taxes payable Other taxes payable Amounts due under joint sales agreements Accrued property taxes Accrued capital expenditures Accrued media costs – digital Other 201(cid:28) 201(cid:27) $ $ 11.5 $ 4.5 4.3 0.3 2.4 1.0 8.5 2.1 1.3 1.5 0.7 9.9 5.9 53.9 $ 14.7 5.2 6.3 0.5 2.8 1.0 0.3 3.3 1.2 1.5 0.7 6.0 7.5 51.0 (cid:28)(cid:17) (cid:47)(cid:50)(cid:49)(cid:42) T(cid:40)R(cid:48) (cid:39)(cid:40)(cid:37)T Long-term debt as of December 31, 2019 and 2018 is summarized as follows (in millions): Term Loan Less current maturities Less unamortized debt issuance costs 201(cid:28) 201(cid:27) $ $ 218.2 $ 3.0 215.2 2.2 213.0 $ 246.2 3.0 243.2 2.7 240.5 F-27 The scheduled maturities of long-term debt as of December 31, 2019 are as follows (in millions): (cid:60)ear 2020 2021 2022 2023 2024 Thereafter (cid:36)mount 3.0 3.0 3.0 3.0 206.2 - 218.2 $ $ 2017 Credit Facility On November 30, 2017 (the “Closing Date”), the Company entered into its 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consists of a $300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full on the Closing Date. In addition, the 2017 Credit Facility provides that the Company may increase the aggregate principal amount of the 2017 Credit Facility by up to an additional $100.0 million plus the amount that would result in its first lien net leverage ratio (as such term is used in the 2017 Credit Agreement) not exceeding 4.0 to 1.0, subject to the Company satisfying certain conditions. Borrowings under the Term Loan B Facility were used on the Closing Date (a) to repay in full all of the Company’s and its subsidiaries’ outstanding obligations under the Company’s previous credit facility and to terminate the credit agreement relating thereto (the “2013 Credit Agreement”), (b) to pay fees and expenses in connection with the 2017 Credit Facility, and (c) for general corporate purposes. The 2017 Credit Facility is guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and is secured on a first priority basis by the Company’s and those subsidiaries’ assets. The Company’s borrowings under the 2017 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Eurodollar Rate (as defined in the 2017 Credit Agreement) plus 2.75%; or (ii) the Base Rate (as defined in the 2017 Credit Agreement) plus 1.75%. As of December 31, 2019, the interest rate on our Term Loan B was 4.55%. The Term Loan B Facility expires on November 30, 2024 (the “Maturity Date”). The amounts outstanding under the 2017 Credit Facility may be prepaid at the Company’s option without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a LIBOR rate loan. The principal amount of the Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2017 Credit Agreement, with the final balance due on the Maturity Date. Subject to certain exceptions, the 2017 Credit Facility contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: • • • • • • • • • • • incur liens on the Company’s property or assets; make certain investments; incur additional indebtedness; consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; dispose of certain assets; make certain restricted payments; make certain acquisitions; enter into substantially different lines of business; enter into certain transactions with affiliates; use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; change or amend the terms of the Company’s organizational documents or the organization documents of certain restricted subsidiaries in a materially adverse way to the lenders, or change or amend the terms of certain indebtedness; F-28 • • • enter into sale and leaseback transactions; make prepayments of any subordinated indebtedness, subject to certain conditions; and change the Company’s fiscal year, or accounting policies or reporting practices. The 2017 Credit Facility also provides for certain customary events of default, including the following: • • • • • • • • • default for three (3) business days in the payment of interest on borrowings under the 2017 Credit Facility when due; default in payment when due of the principal amount of borrowings under the 2017 Credit Facility; failure by the Company or any subsidiary to comply with the negative covenants and certain other covenants relating to maintaining the legal existence of the Company and certain of its restricted subsidiaries and compliance with anti- corruption laws; failure by the Company or any subsidiary to comply with any of the other agreements in the 2017 Credit Agreement and related loan documents that continues for thirty (30) days (or ten (10) days in the case of failure to comply with covenants related to inspection rights of the administrative agent and lenders and permitted uses of proceeds from borrowings under the 2017 Credit Facility) after the Company’s officers first become aware of such failure or first receive written notice of such failure from any lender; default in the payment of other indebtedness if the amount of such indebtedness aggregates to $15.0 million or more, or failure to comply with the terms of any agreements related to such indebtedness if the holder or holders of such indebtedness can cause such indebtedness to be declared due and payable; certain events of bankruptcy or insolvency with respect to the Company or any significant subsidiary; final judgment is entered against the Company or any restricted subsidiary in an aggregate amount over $15.0 million, and either enforcement proceedings are commenced by any creditor or there is a period of 30 consecutive days during which the judgment remains unpaid and no stay is in effect; any material provision of any agreement or instrument governing the 2017 Credit Facility ceases to be in full force and effect; and any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect. The Term Loan B Facility does not contain any financial covenants. In connection with the Company entering into the 2017 Credit Agreement, the Company and its restricted subsidiaries also entered into a Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority security interest in the collateral securing the 2017 Credit Facility for the benefit of the lenders under the 2017 Credit Facility. Additionally, the 2017 Credit Agreement contains a definition of “Consolidated EBITDA” that excludes revenue related to the Company’s participation in the FCC auction for broadcast spectrum and related expenses, as compared to the definition of “Consolidated Adjusted EBITDA” under the 2013 Credit Agreement which included such items. In December 2019 and 2018, the Company made prepayments of $25.0 million and $50.0 million, respectively, to reduce the amount of loans outstanding under our Term Loan B Facility. On April 30, 2019, the Company entered into an amendment to the 2017 Credit Agreement, which became effective on May 1, 2019. Pursuant to this amendment, the lenders: i. ii. waived any events of default that may have arisen under the 2017 Credit Agreement in connection with the Company’s failure to timely deliver audited financial statements for fiscal year 2018, and amended the 2017 Credit Agreement, giving the Company until May 31, 2019 to deliver the 2018 audited financial statements. F-29 On May 7, 2019, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which Annual Report contained the 2018 audited financial statements. By filing its Annual Report on Form 10-K prior to May 31, 2019, the Company believes that it has complied with the affirmative covenants in the amendment to the 2017 Credit Agreement regarding delivery of the 2018 audited financial statements. Pursuant to this amendment, the Company agreed to pay to the lenders consenting to this amendment a fee equal to 0.10% of the aggregate principal amount of the outstanding loans held by such lenders under the 2017 Credit Agreement as of May 1, 2019. This fee totaled approximately $0.2 million. As of December 31, 2019, the Company believes that it is in compliance with all covenants in the 2017 Credit Agreement. 10(cid:17) (cid:41)(cid:36)IR V(cid:36)(cid:47)(cid:56)(cid:40) (cid:48)(cid:40)(cid:36)(cid:54)(cid:56)R(cid:40)(cid:48)(cid:40)(cid:49)T(cid:54) ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date. Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in millions): (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28) Assets: Money market account Certificate of deposit Corporate bonds Assets: Money market account Certificate of deposit Corporate bonds Liabilities: Contingent consideration Total (cid:41)a(cid:76)r Value and (cid:38)arr(cid:92)(cid:76)n(cid:74) Value on (cid:37)alance (cid:54)(cid:75)eet (cid:41)a(cid:76)r Value (cid:48)ea(cid:86)urement (cid:38)ate(cid:74)or(cid:92) (cid:47)e(cid:89)el 2 (cid:47)e(cid:89)el (cid:22) (cid:47)e(cid:89)el 1 $ $ $ 21.3 6.1 85.6 $ $ — $ — $ — $ 21.3 6.1 85.6 $ $ (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) Total (cid:41)a(cid:76)r Value and (cid:38)arr(cid:92)(cid:76)n(cid:74) Value on (cid:37)alance (cid:54)(cid:75)eet (cid:41)a(cid:76)r Value (cid:48)ea(cid:86)urement (cid:38)ate(cid:74)or(cid:92) (cid:47)e(cid:89)el 2 (cid:47)e(cid:89)el (cid:22) (cid:47)e(cid:89)el 1 34.6 8.2 124.2 $ $ $ — $ — $ — $ 34.6 8.2 124.2 $ $ $ — — — — — — 8.1 $ — $ — $ 8.1 $ $ $ $ F-30 The liability for contingent consideration is related to the acquisition of Headway. The fair value of this contingent consideration was estimated to be 8.1 million as of December 31, 2018, by applying the real options technique in accordance with ASC 805-30-25-5. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in Net Revenue and EBITDA, respectively, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt rate ranging from 3.78% to 4.93% over the three year period. These are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs. This contingent liability has been reflected in the Consolidated Balance Sheet as of December 31, 2018 as noncurrent liabilities of $8.1 million. As of December 31, 2019, the three- year period of the contingent consideration arrangement concluded and therefore an estimation using the real options technique was not performed. As of December 31, 2019, the remaining estimated liability balance is $1.6 million, see further discussion in Note 3. As of December 31, 2019, the Company held investments in a money market fund, certificates of deposit and corporate bonds. All certificates of deposit are within the current FDIC insurance limits and all corporate bonds are investment grade. The Company’s available for sale securities are comprised of certificates of deposit and bonds. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within Cash and cash equivalents and Marketable securities in the Consolidated Balance Sheets and their unrealized gains or losses are included in other comprehensive income. As of December 31, 2019, the following table summarizes the amortized cost and the unrealized (gains) losses of the available for sale securities (in thousands): (cid:38)ert(cid:76)f(cid:76)cate(cid:86) of (cid:39)e(cid:83)o(cid:86)(cid:76)t (cid:38)or(cid:83)orate (cid:37)ond(cid:86) (cid:36)mort(cid:76)(cid:93)ed (cid:38)o(cid:86)t (cid:56)nreal(cid:76)(cid:93)ed (cid:74)a(cid:76)n(cid:86) (cid:11)lo(cid:86)(cid:86)e(cid:86)(cid:12) (cid:36)mort(cid:76)(cid:93)ed (cid:38)o(cid:86)t (cid:56)nreal(cid:76)(cid:93)ed (cid:74)a(cid:76)n(cid:86) (cid:11)lo(cid:86)(cid:86)e(cid:86)(cid:12) Due within a year Due after one year through five years Total $ $ 3,046 3,036 6,082 $ $ 18 27 45 $ $ 59,876 25,126 85,002 $ $ 292 241 533 11(cid:17) I(cid:49)(cid:38)(cid:50)(cid:48)(cid:40) T(cid:36)(cid:59)(cid:40)(cid:54) The components of income (loss) before provision for income taxes for the years ended December 31, 2019, 2018 and 2017 (in millions): Domestic Foreign Income (loss) before provision for income taxes 201(cid:28) 201(cid:27) 201(cid:26) $ $ (0.4) $ (10.9) (11.3) $ 23.5 (2.1) 21.4 $ $ 260.0 (1.4) 258.6 The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2019, 2018 and 2017 (in millions): Current Federal State Foreign Deferred Federal State Foreign Total provision for taxes 201(cid:28) 201(cid:27) 201(cid:26) $ $ $ $ (0.1) $ 9.4 1.9 11.2 $ 2.9 (4.0) (1.9) (3.0) 8.2 $ $ 0.2 0.5 1.5 2.2 5.0 2.2 (1.5) 5.7 7.9 $ $ $ $ (0.4) 0.6 0.5 0.7 70.1 12.5 (0.7) 81.9 82.6 F-31 The income tax provision (benefit) differs from the amount of income tax determined by applying the Company’s federal corporate income tax rate of 21% to pre-tax income for the years ended December 31, 2019 and 2018, and federal corporate income tax rate of 35% to pre-tax income for the year ended December 31, 2017 due to the following (in millions): Computed “expected” tax provision (benefit) Change in income tax resulting from: State taxes, net of federal benefit Change in fair value of earnout Non-deductible executive compensation State tax impact of previously deferred gain from FCC auction for broadcast spectrum Change in federal tax rate Change in state tax rate Stock compensation Change in unrecognized tax benefits Impairment Other 201(cid:28) 201(cid:27) 201(cid:26) $ (2.4) $ 4.5 $ 90.3 1.0 (1.6) 0.3 1.8 — 0.4 0.4 0.7 6.4 1.2 8.2 $ 1.5 0.4 0.3 — — 0.5 0.5 (0.3) — 0.5 7.9 $ 8.5 - 0.7 — (17.3) — (1.0) — — 1.4 82.6 $ The components of the deferred tax assets and liabilities at December 31, 2019 and 2018 consist of the following (in millions): Deferred tax assets: Accrued expenses Accounts receivable Net operating loss carryforward Stock-based compensation Credits Lease obligations Deferred state taxes Other Net deferred tax assets Deferred tax liabilities: Intangible assets Property and equipment Lease assets Tax gain deferral - FCC auction for broadcast spectrum 201(cid:28) 201(cid:27) 0.7 0.6 20.5 1.2 0.1 12.6 — 0.6 36.3 $ $ (65.7) $ (4.0) (10.9) — (80.6) (44.3) $ 2.1 0.6 72.6 1.4 0.2 — 2.8 2.1 81.8 (70.1) (1.3) — (57.1) (128.5) (46.7) $ $ $ $ As of December 31, 2019, the Company has federal, state and foreign net operating loss carryforwards of approximately $89 million, $60 million, and $6 million, respectively, available to offset future taxable income. The federal net operating loss carryforwards will expire during the years 2031 through 2033, to the extent they are not utilized. Any federal net operating losses incurred after 2017 can be carried forward indefinitely and the Company did not incur net operating losses in 2018 or 2019. The state net operating loss carryforwards will expire during the years 2028 through 2037, to the extent they are not utilized. For tax purposes, the Company deferred gain recognized from FCC auction for broadcast spectrum in 2017 under Internal Revenue Codes 1031 and 1033. Under these provisions, the Company is able to acquire qualified assets to defer the tax gain until the acquired assets are ultimately sold. To the extent that the Company is not able to acquire qualified assets during the allowed time period, the deferred gain is recognized. The window to acquire qualified assets expired as of December 31, 2019. Accordingly, the Company has reflected the tax effect of gain recognition which resulted in utilization of net operating losses and accrual of income tax payable. F-32 Utilization of the Company’s U.S. federal and certain state net operating loss and tax credit carryovers may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization. As of December 31, 2019, the Company believes that utilization of its federal net operating losses and foreign tax credits are not limited under any ownership change limitations provided under the Internal Revenue Code. Due to the enactment of Tax Cuts and Jobs Act (“the Tax Act”) in December 2017, the Company is subject to a tax on global intangible low-taxed income (“GILTI”). GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost, and therefore has included GILTI expense in its effective tax rate calculation for the period. The Tax Act reduced the U.S. federal corporate tax rate from 35% to 21%, effective January 1, 2018. As a result, the Company recorded a provisional decrease in value of its net deferred tax liabilities of $17.3 million, with a corresponding net adjustment to deferred income tax benefit of $17.3 million for the year ended December 31, 2017. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 (“ASC 740”). In the third quarter of 2018, the Company obtained additional information which increased by $0.2 million the Company’s provisional accounting from $17.3 million as reported at December 31, 2017, to $17.5 million as of December 31, 2018. The Company periodically evaluates the realizability of the deferred tax assets and, if it is determined that it is more likely than not that the deferred tax assets are realizable, adjusts the valuation allowance accordingly. Valuation allowances are established and maintained for deferred tax assets on a “more likely than not” threshold. The process of evaluating the need to maintain a valuation allowance for deferred tax assets is highly subjective and requires significant judgment. The Company has considered the following possible sources of taxable income when assessing the realization of the deferred tax assets: (1) future reversals of existing taxable temporary differences; (2) taxable income in prior carryback years; (3) future taxable income exclusive of reversing temporary differences and carryforwards; and (4) tax planning strategies. Based on the Company’s analysis and a review of all positive and negative evidence such as historical operations, future projections of taxable income and tax planning strategies that are prudent and feasible, the Company determined that it was more likely than not that the deferred tax assets will be realized. The Company addresses uncertainty in tax positions according to the provisions of ASC 740, “Income Taxes”, which clarifies the accounting for income taxes by establishing the minimum recognition threshold and a measurement attribute for tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Balance at December 31, 2017 Decrease in balances related to tax rate changes Balance at December 31, 2018 Increase in balances related to prior year tax positions Balance at December 31, 2019 (cid:36)mount 6.3 (0.3) 6.0 0.7 6.7 $ $ $ As of December 31, 2019, the Company had $6.7 million of gross unrecognized tax benefits for uncertain tax positions, of which $1.2 million would affect the effective tax rate if recognized. The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2019 will significantly increase or decrease within the next 12 months. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2019, the Company had no significant accrued interest and penalties related to uncertain tax positions due to the net operating losses. F-33 The Company is subject to taxation in the United States, various states, and various foreign jurisdictions(cid:17) The tax years 2016 to 2018 and 2015 to 2018 remain open to examination by federal and state taxing jurisdictions, respectively. For foreign jurisdictions, the tax years 2007 to 2018 may remain open to examination by certain foreign jurisdictions. Net operating losses from years from which the statute of limitations have expired (2015 and prior for federal and 2014 and prior for state) could be adjusted in the event that the taxing jurisdictions challenge the amounts of net operating loss carryforwards from such years. The Company intends to indefinitely reinvest its unremitted earnings in its foreign subsidiaries, and accordingly has not provided deferred tax liabilities on those earnings. The Company has not determined at this time an estimate of total amount of unremitted earnings, as it is not practical at this time. 12(cid:17) (cid:38)(cid:50)(cid:48)(cid:48)IT(cid:48)(cid:40)(cid:49)T(cid:54) (cid:36)(cid:49)(cid:39) (cid:38)(cid:50)(cid:49)TI(cid:49)(cid:42)(cid:40)(cid:49)(cid:38)I(cid:40)(cid:54) The Company has non-cancelable agreements with certain media research and ratings providers, expiring at various dates through September 2024, to provide television and radio audience measurement services. Pursuant to these agreements, the Company is obligated to pay these providers a total of approximately $18.6 million. The 2020 and 2021 annual commitments total approximately $11.5 million and $6.0 million, respectively. The annual commitments beyond 2021 total approximately $1.1 million. 1(cid:22)(cid:17) (cid:54)T(cid:50)(cid:38)(cid:46)(cid:43)(cid:50)(cid:47)(cid:39)(cid:40)R(cid:54)(cid:182) (cid:40)(cid:52)(cid:56)IT(cid:60) The Company’s Second Amended and Restated Certificate of Incorporation authorize both common and preferred stock. Common Stock The Company’s common stock has three classes, identified as Class A common stock, Class B common stock and Class U common stock. The Class A common stock and Class B common stock have similar rights and privileges, except that the Class B common stock is entitled to ten votes per share as compared to one vote per share for the Class A common stock. Each share of Class B common stock is convertible at the holder’s option into one fully paid and non-assessable share of Class A common stock and is required to be converted into one share of Class A common stock upon the occurrence of certain events as defined in the Second Amended and Restated Certificate of Incorporation. The Class U common stock, all of which is held by Univision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of Univision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares of Class U common stock, the Company may not, without the consent of Univision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission, or FCC, license with respect to television stations which are affiliates of Univision, among other things. Class U Common stock is entitled to dividends as and when declared on common stock. During the year ended December 31, 2019, the Company paid cash dividends totaling $0.20 per share, or $17.0 million in the aggregate, on all shares of Class A, Class B, and Class U common stock. During the year ended December 31, 2018, the Company paid cash dividends totaling $0.20 per share, or $17.8 million in the aggregate, on all shares of Class A, Class B, and Class U common stock. Preferred Stock As of December 31, 2019 and 2018, there were no shares of any series of preferred stock issued and outstanding. Treasury Stock On July 13, 2017, the Board of Directors approved a share repurchase of up to $15 million of the Company’s outstanding common stock. On April 11, 2018, the Board of Directors approved the repurchase of up to an additional $15.0 million of the Company’s Class A common stock, for a total repurchase authorization of up to $30.0 million. On August 27, 2019, the Board of Directors approved the repurchase of up to an additional $15.0 million of the Company’s Class A common stock, for a total repurchase authorization of up to $45.0 million. Under the share repurchase program we are authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. The share repurchase program may be suspended or discontinued at any time without prior notice. F-34 Treasury stock is included as a deduction from equity in the Stockholders’ Equity section of the Consolidated Balance Sheets. Shares repurchased pursuant to the Company’s share repurchase program are retired during the same calendar year. The Company repurchased 3.8 million shares of Class A common stock at an average price of $3.30, for an aggregate purchase price of approximately $12.6 million, during the year ended December 31, 2019. The Company repurchased 3.5 million shares of Class A common stock at an average price of $3.90, for an aggregate purchase price of approximately $13.8 million, during the year ended December 31, 2018. The Company repurchased 1.0 million shares of Class A common stock at an average price of $5.56, for an aggregate purchase price of approximately $5.3 million, during the year ended December 31, 2017. As of December 31, 2019, the Company repurchased a total of approximately 8.3 million shares of Class A common stock, for an aggregate purchase price of approximately $31.7 million, or an average price per share of $3.81, since the inception of the share repurchase program. All such repurchased shares were retired as of December 31, 2019. 1(cid:23)(cid:17) (cid:40)(cid:52)(cid:56)IT(cid:60) I(cid:49)(cid:38)(cid:40)(cid:49)TIV(cid:40) P(cid:47)(cid:36)(cid:49)(cid:54) In May 2004, the Company adopted its 2004 Equity Incentive Plan (“2004 Plan”), which replaced its 2000 Omnibus Equity Incentive Plan (“2000 Plan”). The 2000 Plan had allowed for the award of up to 11,500,000 shares of Class A common stock. The 2004 Plan allows for the award of up to 10,000,000 shares of Class A common stock, plus any grants remaining available at its adoption date under the 2000 Plan. Awards under the 2004 Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units. The 2004 Plan is administered by a committee appointed by the Board. This committee determines the type, number, vesting requirements and other features and conditions of such awards. Generally, stock options granted from the 2000 Plan have a contractual term of ten years from the date of the grant and vest over four or five years and stock options granted from the 2004 Plan have a contractual term of ten years from the date of the grant and vest over four years. The 2004 Plan was amended by the Compensation Committee effective July 13, 2006 to (i) eliminate automatic option grants for non-employee directors, making any grants to such directors discretionary by the Compensation Committee and (ii) eliminate the three-year minimum vesting period for performance-based restricted stock and restricted stock units, making the vesting period for such grants discretionary by the Compensation Committee. The 2004 Plan was further amended by the Compensation Committee effective May 21, 2014, primarily to extend the end of the term until May 29, 2024. The Company has issued stock options and restricted stock units to various employees and non-employee directors of the Company in addition to non-employee service providers under both the 2004 Plan and the 2000 Plan. As of December 31, 2019, there were approximately 5.0 million securities remaining available for future issuance under equity compensation plans. Stock Options The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Stock-based compensation expense related to stock options is based on the fair value on the date of grant and is amortized over the vesting period, generally between 1 to 4 years. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of stock options granted is based on historical contractual life and the vesting data of the stock options. The risk-free rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. There were no stock options granted during the years ended December 31, 2019 and 2018. F-35 The following is a summary of stock option activity: (in thousands, except exercise price data and contractual life data): (cid:50)(cid:83)t(cid:76)on(cid:86) Outstanding at December 31, 2016 Exercised Forfeited or cancelled Outstanding at December 31, 2017 Exercised Forfeited or cancelled Outstanding at December 31, 2018 Exercised Forfeited or cancelled Outstanding at December 31, 2019 Vested and Exercisable at December 31, 2019 (cid:49)um(cid:69)er of (cid:54)(cid:75)are(cid:86) (cid:58)e(cid:76)(cid:74)(cid:75)ted(cid:16) (cid:36)(cid:89)era(cid:74)e (cid:40)xerc(cid:76)(cid:86)e Pr(cid:76)ce 2.26 $ 1.89 2.48 2.50 2.42 4.40 2.45 1.75 4.65 2.20 2.20 2,333 (915) (90) $ 1,328 (177) $ (36) 1,115 (49) (122) 944 944 $ $ (cid:58)e(cid:76)(cid:74)(cid:75)ted(cid:16) (cid:36)(cid:89)era(cid:74)e Rema(cid:76)n(cid:76)n(cid:74) (cid:38)ontractual (cid:47)(cid:76)fe (cid:11)(cid:60)ear(cid:86)(cid:12) (cid:36)(cid:74)(cid:74)re(cid:74)ate Intr(cid:76)n(cid:86)(cid:76)c Value $ $ $ $ $ $ $ 3,689 6,175 407 970 70 627 627 2.66 2.66 There was de minimis stock-based compensation expense related to the Company’s employee stock option for the years ended December 31, 2019 and 2018. Stock-based compensation expense related to the Company’s employee stock option plans was $0.1 million for the year ended December 31, 2017. Restricted Stock and Restricted Stock Units The following is a summary of non-vested restricted stock and restricted stock units activity: (in thousands, except grant date fair value data): Nonvested balance at December 31, 2016 Granted Vested Forfeited or cancelled Nonvested balance at December 31, 2017 Granted Vested Forfeited or cancelled Nonvested balance at December 31, 2018 Granted Vested Forfeited or cancelled Nonvested balance at December 31, 2019 (cid:49)um(cid:69)er of (cid:54)(cid:75)are(cid:86) (cid:58)e(cid:76)(cid:74)(cid:75)ted(cid:16) (cid:36)(cid:89)era(cid:74)e (cid:42)rant (cid:39)ate (cid:41)a(cid:76)r Value 1,380 1,104 (844) (83) 1,557 1,121 (798) (104) 1,776 1,582 (1,012) (90) 2,256 $ $ $ $ 6.73 7.31 6.64 7.21 7.18 3.20 6.11 7.28 5.08 2.74 4.58 4.69 3.64 Stock-based compensation expense related to grants of restricted stock and restricted stock units was $4.4 million, $5.8 million and $6.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, there was approximately $3.8 million of total unrecognized compensation expense related to grants of restricted stock and restricted stock units that is expected to be recognized over a weighted-average period of 1.7 years. The fair value of shares vested related to grants of restricted stock and restricted stock units was $5.0 million, $5.2 million, and $6.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company’s restricted stock units are net settled by withholding shares of the Company’s common stock to cover minimum statutory incomes taxes and remitting the remaining shares of the Company’s common stock to an individual’s brokerage account. Authorized shares of the Company’s common stock are used to settle restricted stock units. F-36 15(cid:17) R(cid:40)(cid:47)(cid:36)T(cid:40)(cid:39)(cid:16)P(cid:36)RT(cid:60) TR(cid:36)(cid:49)(cid:54)(cid:36)(cid:38)TI(cid:50)(cid:49)(cid:54) Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with Univision provides certain of the Company’s owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision. Under the network affiliation agreement, Univision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to Univision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations. The Company also generates revenue under two marketing and sales agreements with Univision, which give it the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C. At December 31, 2019, Univision owns approximately 11% of the Company’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by Univision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of Univision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares of Class U common stock, the Company may not, without the consent of Univision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license with respect to television stations which are affiliates of Univision, among other things. On October 2, 2017, the Company entered into a new affiliation agreement which superseded and replaced its prior affiliation agreements with Univision. Additionally, on the same date, the Company entered into a proxy agreement and marketing and sales agreement with Univision, each of which superseded and replaced the prior comparable agreements with Univision. The term of each of these new agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations, except that each new agreement will expire on December 31, 2021 with respect to the Company’s Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with MVPDs. During the years ended December 31, 2019 and 2018, retransmission consent revenue accounted for approximately $35.4 million and $35.1 million, respectively, of which $27.4 million and $28.2 million, respectively, relate to the Univision proxy agreement. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. The following tables reflect the related-party balances with Univision and other related parties (in thousands): Trade receivables Other current assets Intangible assets subject to amortization, net (2) Accounts payable (cid:56)n(cid:76)(cid:89)(cid:76)(cid:86)(cid:76)on (cid:50)t(cid:75)er Total 201(cid:28) $ 4,350 — 7,098 $ 2,029 201(cid:27) $ 4,530 — 8,327 $ 1,830 $ $ 201(cid:28) 201(cid:27) 201(cid:28) — $ 274 — 118 $ — $ 4,350 274 274 7,098 — $ 2,147 118 201(cid:27) 4,530 274 8,327 1,948 $ $ Direct operating expenses (1) Amortization (1) Consists primarily of national representation fees paid to Univision. (2) Consists of the Univision affiliation agreement 201(cid:28) (cid:56)n(cid:76)(cid:89)(cid:76)(cid:86)(cid:76)on 201(cid:27) $ 8,194 $ 1,229 9,254 $ 1,228 201(cid:26) 9,494 2,043 F-37 In addition, the Company also had accounts receivable from third parties in connection with a joint sales agreement between the Company and Univision. As of December 31, 2019 and 2018 these balances totaled $4.4 million and $4.9 million, respectively. In May 2007, the Company entered into an affiliation agreement with LATV Networks, LLC (“LATV”). Pursuant to the affiliation agreement, the Company will broadcast programming provided to the Company by LATV on one of the digital multicast channels of certain of the Company’s television stations. Under the affiliation agreement, there are no fees paid for the carriage of programming, and the Company generally retains the right to sell approximately five minutes per hour of available advertising time. Walter F. Ulloa, the Company’s Chairman and Chief Executive Officer, is a director, officer and principal stockholder of LATV. 1(cid:25)(cid:17) (cid:36)(cid:38)(cid:38)(cid:56)(cid:48)(cid:56)(cid:47)(cid:36)T(cid:40)(cid:39) (cid:50)T(cid:43)(cid:40)R (cid:38)(cid:50)(cid:48)PR(cid:40)(cid:43)(cid:40)(cid:49)(cid:54)IV(cid:40) I(cid:49)(cid:38)(cid:50)(cid:48)(cid:40) (cid:11)(cid:47)(cid:50)(cid:54)(cid:54)(cid:12) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, the cumulative gains and losses of derivative instruments that qualify as cash flow hedges, and the cumulative unrealized gains and losses of marketable securities. The following table provides a roll forward of accumulated other comprehensive income (loss) for the years ended December 31, 2019, 2018 and 2017 (in millions): (cid:41)ore(cid:76)(cid:74)n (cid:38)urrenc(cid:92) Tran(cid:86)lat(cid:76)on (cid:48)ar(cid:78)eta(cid:69)le (cid:54)ecur(cid:76)t(cid:76)e(cid:86) (cid:38)a(cid:86)(cid:75) (cid:41)lo(cid:90) (cid:43)ed(cid:74)e(cid:86) Total Accumulated other comprehensive income (loss) as of January 1, 2017 Other comprehensive income (loss) before reclassifications Income tax (expense) benefit Amounts reclassified from AOCI Other comprehensive income (loss), net of tax Accumulated other comprehensive income (loss) as of December 31, 2017 Other comprehensive income (loss) before reclassifications Income tax (expense) benefit Other comprehensive income (loss), net of tax Accumulated other comprehensive income (loss) as of December 31, 2018 Other comprehensive income (loss) before reclassifications Income tax (expense) benefit Other comprehensive income (loss), net of tax Accumulated other comprehensive income (loss) as of December 31, 2019 $ — $ — $ (3.0) $ (0.1) — — (0.1) (0.1) (0.3) — (0.3) (0.4) (0.1) — (0.1) — — — — — (1.3) 0.3 (1.0) (1.0) 1.9 (0.5) 1.4 2.3 (1.8) 2.5 3.0 — — — — — — — — $ (0.5) $ 0.4 $ — $ (3.0) 2.2 (1.8) 2.5 2.9 (0.1) (1.6) 0.3 (1.3) (1.4) 1.8 (0.5) 1.3 (0.1) 1(cid:26)(cid:17) (cid:47)ITI(cid:42)(cid:36)TI(cid:50)(cid:49) The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company. F-38 1(cid:27)(cid:17) (cid:54)(cid:40)(cid:42)(cid:48)(cid:40)(cid:49)T (cid:39)(cid:36)T(cid:36) The Company’s management has determined that the Company operates in three reportable segments as of December 31, 2019, based upon the type of advertising medium, which segments are television broadcasting, radio broadcasting, and digital media. The Company’s segments results reflect information presented on the same basis that is used for internal management reporting and it is also how the chief operating decision maker evaluates the business. Television Broadcasting The Company owns and/or operates 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. The Company generates revenue from advertising, retransmission consent agreements and the monetization of spectrum usage rights in these markets. Radio Broadcasting The Company owns and operates 49 radio stations (38 FM and 11 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. The Company owns and operates a national sales representation division, Entravision Solutions, through which the Company sells advertisements and syndicates radio programming to more than 100 markets across the United States. Digital Media The Company owns and operates digital media operations, offering mobile, digital and other interactive media platforms and services on Internet-connected devices, including local websites and social media, which provide users with news information and other content. On April 4, 2017, the Company completed the acquisition of Headway, a provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, change in fair value of contingent consideration, impairment charge, other operating (gain) loss, and foreign currency (gain) loss. The Company generated 18%, 18% and 7% and of its revenue outside the United States during the years ended December 31, 2019, 2018 and 2017, respectively. F-39 The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands): (cid:60)ear(cid:86) (cid:40)nded (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27) 201(cid:28) 201(cid:26) (cid:8) (cid:38)(cid:75)an(cid:74)e 201(cid:28) to 201(cid:27) (cid:8) (cid:38)(cid:75)an(cid:74)e 201(cid:27) to 201(cid:26) (9)% (14)% (15)% (12)% 339% (8)% * (18)% (1)% (5)% (15)% (5)% 4% (4)% 20% 5% 11% (25)% (1)% 2% (7)% * 144% (22)% 4% 439% * (53)% 405% * 1% (4)% 42% 8% (99)% (44)% (100)% 37% 5% (7)% 41% 5% (2)% (4)% 43% 5% (8)% (7)% 20% (1)% (81)% 118% (39)% (80)% (4)% * * 362% 353% (88)% Net Revenue Revenue from advertising and retransmission consent Television Radio Digital Total Revenue from spectrum usage rights (television) Consolidated Cost of revenue - television (spectrum usage rights) Cost of revenue - digital media Direct operating expenses Television Radio Digital Consolidated Selling, general and administrative expenses Television Radio Digital Consolidated Depreciation and amortization Television Radio Digital Consolidated Segment operating profit (loss) Television Radio Digital Consolidated Corporate expenses Change in fair value of contingent consideration Impairment charge Foreign currency (gain) loss Other operating (gain) loss Operating income (loss) Capital expenditures Television Radio Digital Consolidated Total assets Television Radio Digital Consolidated $ 136,593 55,013 68,908 260,514 13,061 273,575 — 36,757 $ 149,935 63,922 80,982 294,839 2,976 297,815 — 45,096 $ 148,059 66,934 57,098 272,091 263,943 536,034 12,340 32,998 61,778 39,277 18,357 119,412 22,638 17,423 13,904 53,965 10,059 1,866 4,723 16,648 62,434 41,287 21,521 125,242 21,864 18,081 11,590 51,535 9,024 2,490 4,759 16,273 59,454 44,572 15,257 119,283 22,276 18,743 8,097 49,116 9,760 2,673 3,978 16,411 55,179 (3,553) (4,833) 46,793 28,067 (6,478) 32,097 754 (5,994) (1,653) $ 59,589 2,064 (1,984) 59,669 26,865 (1,202) — 1,616 (1,187) 33,577 308,172 946 (3,232) 305,886 27,937 — — 350 (262) $ 277,861 24,174 792 318 25,284 $ $ 14,336 350 1,031 15,717 $ $ 10,945 1,679 64 12,688 $ $ $ $ 465,758 138,463 51,979 $ 656,200 $ 487,929 121,020 81,460 $ 690,409 $ 556,942 126,248 82,949 $ 766,139 F-40 1(cid:28)(cid:17) (cid:52)(cid:56)(cid:36)RT(cid:40)R(cid:47)(cid:60) R(cid:40)(cid:54)(cid:56)(cid:47)T(cid:54) (cid:50)(cid:41) (cid:50)P(cid:40)R(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:11)(cid:56)(cid:49)(cid:36)(cid:56)(cid:39)IT(cid:40)(cid:39)(cid:12) The following is a summary of the quarterly results of operations for the years ended December 31, 2019 and 2018 (in thousands, except per share data). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. (cid:60)ear ended (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:28)(cid:29) Net revenue Net income (loss) applicable to common stockholders Net income (loss) per share, basic Net income (loss) per share, diluted (cid:41)(cid:76)r(cid:86)t (cid:52)uarter 64,680 $ 1,424 0.02 0.02 $ $ (cid:54)econd (cid:52)uarter T(cid:75)(cid:76)rd (cid:52)uarter (cid:41)ourt(cid:75) (cid:52)uarter $ $ $ 69,241 (16,279) $ 68,816 (12,217) $ (0.19) $ (0.19) $ (0.14) $ (0.14) $ 70,838 7,360 0.09 0.09 (cid:60)ear ended (cid:39)ecem(cid:69)er (cid:22)1(cid:15) 201(cid:27)(cid:29) Net revenue Net income (loss) applicable to common stockholders Net income (loss) per share, basic Net income (loss) per share, diluted 20(cid:17) (cid:54)(cid:56)(cid:37)(cid:54)(cid:40)(cid:52)(cid:56)(cid:40)(cid:49)T (cid:40)V(cid:40)(cid:49)T(cid:54) (cid:54)ale of Tele(cid:89)(cid:76)(cid:86)(cid:76)on (cid:54)tat(cid:76)on (cid:46)(cid:48)(cid:38)(cid:38)(cid:16)TV $ (cid:41)(cid:76)r(cid:86)t (cid:52)uarter 66,838 $ (1,807) (0.02) $ (0.02) $ $ $ (cid:54)econd (cid:52)uarter T(cid:75)(cid:76)rd (cid:52)uarter (cid:41)ourt(cid:75) (cid:52)uarter 74,329 4,840 0.05 0.05 $ $ $ 74,575 2,215 0.02 0.02 $ $ $ 82,073 6,913 0.08 0.08 Total 273,575 (19,712) (0.23) (0.23) Total 297,815 12,161 0.14 0.13 $ $ $ $ $ $ On January 22, 2020, the Company entered into an agreement with ION Media Stations, Inc. to sell television station KMCC- TV, serving the Las Vegas area, for $4.0 million. The transaction, which is subject to customary closing conditions, including the prior consent of the FCC, is currently expected to close in the first half of 2020. F-41 (cid:40)(cid:49)TR(cid:36)VI(cid:54)I(cid:50)(cid:49) (cid:38)(cid:50)(cid:48)(cid:48)(cid:56)(cid:49)I(cid:38)(cid:36)TI(cid:50)(cid:49)(cid:54) (cid:38)(cid:50)RP(cid:50)R(cid:36)TI(cid:50)(cid:49) (cid:54)(cid:38)(cid:43)(cid:40)(cid:39)(cid:56)(cid:47)(cid:40) II (cid:177) (cid:38)(cid:50)(cid:49)(cid:54)(cid:50)(cid:47)I(cid:39)(cid:36)T(cid:40)(cid:39) V(cid:36)(cid:47)(cid:56)(cid:36)TI(cid:50)(cid:49) (cid:36)(cid:49)(cid:39) (cid:52)(cid:56)(cid:36)(cid:47)I(cid:41)(cid:60)I(cid:49)(cid:42) (cid:36)(cid:38)(cid:38)(cid:50)(cid:56)(cid:49)T(cid:54) (cid:11)In t(cid:75)ou(cid:86)and(cid:86)(cid:12) (cid:39)e(cid:86)cr(cid:76)(cid:83)t(cid:76)on Allowance for doubtful accounts Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 (cid:37)alance at (cid:37)e(cid:74)(cid:76)nn(cid:76)n(cid:74) of Per(cid:76)od (cid:38)(cid:75)ar(cid:74)ed (cid:18) (cid:11)(cid:38)red(cid:76)ted(cid:12) to (cid:40)x(cid:83)en(cid:86)e (cid:50)t(cid:75)er (cid:36)d(cid:77)u(cid:86)tment(cid:86) (cid:11)1(cid:12) (cid:39)educt(cid:76)on(cid:86) (cid:37)alance at (cid:40)nd of Per(cid:76)od $ $ $ 3,395 2,566 2,550 $ $ $ 2,314 1,785 1,115 $ $ $ $ 14 $ 208 (41) $ (2,833) $ (1,164) $ (1,058) $ 2,890 3,395 2,566 (1) Other adjustments represent recoveries and increases in the allowance for doubtful accounts. F-42 

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