ITEM 1A. RISK FACTORS
Risks in our Media Operations
We operate in highly competitive industries subject to changing technologies, and we may not be able to compete successfully.
We operate in highly competitive industries. Our television and radio stations compete for audiences and advertising with other television stations, radio stations and digital media platforms, as well as with other forms of media and content delivery. Advances in technologies and alternative methods of content delivery, as well as changes in audience or advertiser expectations driven by changes in these or other technologies and methods of content delivery across our segments, could have a material adverse effect on our business and results of operations.
New technologies and methods of buying advertising present an additional competitive challenge, as competitors offer products and services such as the ability to purchase advertising programmatically or bundled offline and online advertising, aimed at capturing advertising spend that previously went to broadcasters. Our inability, for technological, business or other reasons, to adapt to changes in program offerings and technology on a timely and effective basis, exploit new sources of revenue from these changes, or to enhance, develop, introduce and deliver compelling advertising solutions in response to changing market conditions and technologies or evolving expectations of advertisers may have a material adverse effect on our business and results of operations.
We do not have long-term commitments from our advertisers, and we may not be able to retain or attract new advertisers.
Our success depends, in part, upon our ability to secure repeat business from existing advertisers, while expanding the number of advertisers for which we provide services. Because we do not have long-term agreements with advertisers, and because advertising insertion orders may be cancelled prior to the completion of the campaign without penalty, subject to payment for advertisements that have already been delivered, we cannot guarantee that our current advertisers will continue to use our services, or that we will be able to replace advertisers who cease using our services with new advertising customers. These events, were they to occur, would have a material adverse effect on our business and results of operations, especially if we are unable to replace such advertising purchases.
While our revenue is variable based on many factors, many of our operating expenses are fixed.
Many of our operating expenses are based, at least in part, on our expectations of future revenue and are therefore relatively fixed once budgeted. Weakness in advertising sales or our inability to change some of our fixed operating costs to variable operating costs could narrow profit margins and have a material adverse effect on our business and results of operations.
Our business is exposed to risks associated with the creditworthiness of our key advertisers and other strategic business partners.
Periodic economic downturns may result in financial instability or other adverse effects for many of our advertisers and other strategic business partners. Disruption of the credit markets, a prolonged recession and/or sluggish economic growth in future
periods could adversely affect our customers’ ability to access credit which supports the continuation and expansion of their businesses and could result in advertising or broadcast cancellations or suspensions, payment delays or defaults by our customers.
We are a party to various retransmission consent agreements that may be terminated or not extended following their current termination dates.
If our retransmission consent agreements are terminated or not extended following their current termination dates, our ability to reach MVPD subscribers and, thereby, compete effectively, may be adversely affected, which could have a material adverse effect on our business and results of operations.
Retransmission consent revenue may decline.
Revenues generated from our retransmission consent agreements may decline and may be adversely affected by a variety of factors. The principal factor is the reduction in subscribers as existing subscribers elect to terminate service, thereby reducing the subscriber base on which retransmission consent payments are determined. Other factors that may have an adverse effect on such revenues are network program suppliers seeking reverse network compensation, the growing concentration in the MVPD industry, and the resistance of MVPDs to continue to compensate broadcasters adequately for the programming that they deliver. All of these factors may result in the amounts that MVPDs are willing or able to pay for our programming being materially adversely affected.
Changes in the competitive landscape or technology may impact our ability to monetize our spectrum assets.
We rely on the demand to broadcast multicast networks and demand from telecommunications operators to operate interference free in our markets in order to monetize our spectrum. There are no assurances that this demand will continue in future periods. If we are not able, for technological, business or other reasons, to adapt to these changes in technology on a timely and effective basis, our ability to monetize our spectrum assets could be impacted and have a material adverse effect on our business and results of operations.
We face declining audiences in our television and audio operations.
In general, our television and audio operations face declining audiences, which we believe is present across the broadcast industry, competition with the other major Spanish-language broadcasters, and changing demographics and preferences of audiences in terms of the media they prefer to view, including streaming and social media, as well as other digital and innovative outlets. We anticipate that these changes in viewer habits will persist and may accelerate for at least the foreseeable future and possibly permanently. Additionally, we have previously noted a trend for advertising to move increasingly from traditional media, such as television, to new media, such as digital media, and we expect this trend to continue. As a result of these trends, our business and results of operations could be materially adversely affected.
Our television stations compete for audiences and advertising revenue primarily on the basis of programming content and advertising rates. Audience ratings are a key factor in determining our television advertising rates and the revenue that we generate. If our network partners’ programming success or ratings were to decline, it could lead to a reduction in our advertising rates and advertising revenue on which our television business depends. Additionally, by aligning ourselves closely with TelevisaUnivision, we might forego other opportunities that could diversify our television programming and avoid dependence on TelevisaUnivision’s television networks. Decreases in audience ratings, with potential resulting decreases in advertising rates and revenue, could have a material adverse effect on our business and results of operations.
Our emphasis on enhancing our local news programming as a means to increase advertising revenue may not produce the intended results.
We have made a substantial investment in enhancing our sales teams and local news programming as a strategy to capitalize on what we hope to be increased avenues to advertising revenue. We may not be successful in such efforts, because our local news programming and/or sales efforts may not be, or may not be perceived to be, effective or attractive to advertisers.
If our network affiliation and/or other contractual relationships with broadcast networks, including but not limited to TelevisaUnivision, terminate or otherwise change in an adverse manner, it could negatively affect our television ratings, business, results of operations and financial condition.
Our network affiliations and other contractual relationships with television networks, particularly TelevisaUnivision, are essential to our business, results of operations and financial condition. If our network affiliation and/or other agreements or contractual relationship with a network, especially in the case of the Univision network, were terminated, in whole or in part, or if a network, such as Univision, were to stop providing programming to us for any reason and we were unable to obtain replacement programming of comparable quality, it would have a material adverse effect on our business, results of operations and financial condition.
Our current network affiliation agreement, proxy agreement, and marketing and sales agreement with TelevisaUnivision are each due to expire by their respective terms on December 31, 2026. We intend to seek to extend these agreements or enter into new
agreements with TelevisaUnivision; however, we cannot give any assurance as to when or whether TelevisaUnivision will respond to our requests, or whether any extension of the existing agreements or any new agreements will be on terms that are favorable to us. The termination of our network affiliation and other agreements with TelevisaUnivision would have a material adverse effect on our business, results of operations and financial condition.
TelevisaUnivision’s ownership of our Class U common stock may make some transactions difficult or impossible to complete without TelevisaUnivision’s consent.
TelevisaUnivision is the holder of all of our issued and outstanding Class U common stock. Although the Class U common stock has limited voting rights and does not include the right to elect directors, we may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things. TelevisaUnivision’s ownership interest may have the effect of delaying, deterring or preventing a change in control and may make some transactions more difficult or impossible to complete without TelevisaUnivision’s support or due to TelevisaUnivision’s then-existing media interests in applicable markets.
Risks in Our Advertising Technology & Services Operations
If we fail to maintain and grow our relationships with our advertisers, our business, results of operations and financial condition could be adversely affected.
The agreements we typically have with advertisers do not require them to use our services exclusively. Because they may conduct business with digital platforms with which we do not have commercial agreements, we cannot assure you that we will be able to maintain our existing relationships with advertisers, or develop new relationships with them. If we fail to retain or expand our existing advertiser base or increase the amount of advertising purchases they make through us, our revenues and results of operations could be materially adversely affected.
Reduced advertising inventory or advertising channels or changes in the attractiveness of certain advertising channels could have a material adverse effect on our business, results of operations and financial condition.
The amount, quality, type and cost of advertising inventory available through Smadex and Adwake are subject to fluctuation. Any decrease in the availability of advertising inventory could reduce the services we offer to advertisers and decrease the perceived value or effectiveness of those services.
Changes in the attractiveness of advertising inventory that we access, due to events outside our control, may reduce demand for the inventory we sell. If we fail to maintain a diversified mix or consistent supply of quality inventory for any reason, a possible decrease in the demand for our services could have a material adverse effect on our business and results of operations.
New and existing technologies and changes in third party platforms that modify the digital advertising marketplace and how advertising is conducted online could have a material adverse effect on our business and results of operations.
Our industry is subject to rapid and frequent changes in technology, including the introduction of privacy-forward technologies aimed at limiting or blocking digital advertising and customized or targeted advertising. Such actions could reduce the value of our services, and have a material adverse effect on our business, results of operations and financial condition. Further restrictions by third party platforms could adversely affect our ability to use data in our advertising technology & solutions business, which could have a material adverse effect on our business and results of operations.
If we fail to respond to changes in the digital advertising industry, our business may become less competitive.
Our business depends not only on our ability to effectively service the advertisers with which we have relationships, but to develop new solutions in order to meet the changing needs of advertisers. Digital platforms are quickly evolving, while both media companies and advertisers are learning more about the digital advertising industry. As advertisers further develop their own technological knowledge that would allow them to navigate the digital advertising market themselves, and to the degree that digital platforms become more directly accessible to advertisers, our role as an intermediary between media companies selling their advertising inventory through various platforms and advertisers could become less attractive, resulting in a material adverse effect on our business and results of operations.
We compete with media companies themselves, as well as with other digital advertising companies.
We compete both with other digital advertising companies and with large media companies themselves that sell their own advertising inventory directly to advertisers. The decision of such media companies to compete with us may be unrelated to the results we achieve by our own efforts and could materially adversely affect our business and results of operations.
Our use of certain third party platforms could be restricted.
In our ATS operations we sometimes purchase advertising for our customers through inventory on platforms owned by third party DSPs. If these DSPs prioritize their own demand over ours or were to restrict our access to their platforms, our ability to offer our advertising customers access to high quality users could be adversely affected which, in turn, could have an adverse effect on our business and results of operations.
Our systems and IT infrastructure may be subject to security breaches and other cybersecurity incidents.
We rely on the accuracy, capacity and security of our IT systems, some of which are managed or hosted by third parties. Maintaining the security of computers, computer networks and data storage resources is a critical issue for us and our counterparties, as security breaches, including computer viruses and malware, denial of service actions, misappropriation of data and similar events through the internet (including via devices and apps connected to the internet), and through email attachments and persons with access to these information systems, could result in vulnerabilities and loss of and/or unauthorized access to proprietary or confidential information, including but not limited to PII. We may face attempts by hackers, cybercriminals or others with or without authorized access to our systems to misappropriate proprietary information, confidential information, including but not limited to PII, and technology, interrupt our business and/or gain access to confidential information, including but not limited to PII. To the extent that any or security result in a or to our data, it could cause to our reputation, potentially our advertisers’ access to Smadex and could potentially cause operational and other impacts on our operations. In addition, we could face enforcement actions by governments in the jurisdictions in which we operate, which could result in , and/or other liabilities, which may cause us to incur legal fees and costs and/or additional costs associated with responding to a .
Increased regulation regarding cybersecurity may increase our costs of compliance, including fines and penalties, as well as costs of cybersecurity audits and associated repairs or updates to infrastructure, physical systems or data processing systems. Any of these actions could have a material adverse effect on our business and results of operations. Although we maintain insurance coverage to protect us against some of these risks, such coverage may be insufficient to cover all losses or types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access or failure of systems.
Our use of AI technologies may increase our cybersecurity risks and harm our business.
We utilize AI technologies in our advertising solutions and in our business operations and may expand such use in the future. Use of AI technologies, and AI enabled third-party products and services, may create additional cybersecurity risks or increase cybersecurity risks, such as risks of security breaches and incidents. This could result in monetary liability and harm to our reputation and business.
Our international operations subject us to significant costs and risks.
Our international operations subject us to many risks associated with supporting a business across many cultures, customs, monetary, legal and regulatory systems. Such general risks include but are not limited to geopolitical concerns, local politics, governmental instability, socioeconomic disparities, fiscal policies, high inflation and hyper-inflation, currency fluctuations, currency exchange controls, restrictions on repatriating foreign-derived profits to the United States, local regulatory compliance, punitive tariffs, different local tax policies, trade embargoes, import and export license requirements, trade restrictions, greater difficulty collecting accounts receivable, unfamiliarity with local laws and regulations, differing legal standards in enforcing or defending our rights in courts or otherwise, changes in labor conditions, difficulties in staffing and managing international operations, difficulties in finding personnel locally who are capable of complying with the financial and reporting requirements of U.S. reporting companies, actions taken by foreign governments to respond to localized public health and other emergencies, and other cultural differences. Foreign economies may differ or from the U.S. economy in growth of gross domestic product, rate of inflation, market development, rate of savings, capital investment, resource self-sufficiency and balance of payments positions, and in many other respects.
Some of the key specific risks to which we are subject as a result of our international operations in those markets where we currently operate, and those markets where we may expand our operations in the future, include, but are not limited to:
increased financial accounting and reporting burdens and complexities, including risks of maintaining internal controls and procedures, which we have experienced in the past and might experience in the future;
difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure;
difficulties in repatriating or transferring funds from or converting currencies; and
varied labor and employment laws, including those relating to termination of employees.
We may be exposed to certain risks enforcing our legal rights generally in some of the countries in which we operate.
Unlike the United States, most of the countries in which we operate have a civil law system based on written statutes in which judicial decisions have limited precedential value. While we believe that most or all the countries in which we operate have enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment,
intellectual property, commerce, enforcement of contractual rights, taxation and trade, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in any of these countries is therefore unpredictable. These matters may be subject to the exercise of considerable discretion by national, provincial or municipal governments, agencies and/or courts, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination.
Currently, our ATS business is dependent on one recently-acquired customer for a significant amount of our ATS revenue, as well as our consolidated revenue.
One recently-acquired customer in our ATS operations is our single largest customer. Unless and until we adequately diversify our customer base to mitigate this risk, the loss of this customer would have a material adverse impact on our results of operations and cash flow.
Our single largest current customer is located in Hong Kong. We face certain risks doing business in Hong Kong and China, including the fact that our ability to enforce our rights in Hong Kong and China, should it be necessary, may be limited.
One recently-acquired customer in our ATS operations is our single largest customer. Should that customer not pay us on time, or at all, or should there be other adverse matters between the two of us, our ability to pursue collection or our other rights successfully in Hong Kong or China could be limited due to, among other things, significant differences in substantive Chinese commercial and other laws compared to comparable laws in the United States, significant differences in procedural matters in the Chinese legal system compared to the U.S. legal system, significant costs in litigating in Hong Kong or China for a United States-based company, difficulties in participating meaningfully in adversarial proceedings due to language and cultural differences, uncertainties regarding predictable standards of liability, concerns about actual or perceived impartiality in the Chinese legal system, significant differences in enforcement of judgment practices between China and the United States, and uncertainties regarding the Chinese legal system in general, including but not limited to political overtones in many Chinese legal proceedings.
In addition, continuing tension between the U.S. and China may impact our business with this or other potential customers in China. The U.S. government has restricted the ability to send certain products and technology to China without an export license, which, in many cases, are subject to a policy of denial. While our current products and services are not restricted by these controls, such controls or future restrictions could impact our business in the future. It also is possible that the Chinese government could retaliate in ways that could impact our business.
Our ATS business is subject to various risks associated with the mobile gaming industry.
For the year ended December 31, 2025, the majority of our ATS revenue came from gaming clients, including our single largest ATS customer in Hong Kong. The success of our advertisers’ games plays a significant role in maintaining and increasing our revenue. Accordingly, we are susceptible to market conditions and risks associated with the mobile gaming industry, including the popularity, price and timing of release of games, changes in consumer demographics, the availability and popularity of other forms of entertainment and public tastes and preferences, and an evolving and uncertain regulatory landscape, all of which are difficult to predict and are beyond our control.
Our customers must also utilize effective marketing strategies for games; expand and enhance games after their initial release; attract experienced game designers, product managers and engineers; and adapt to an increasingly diverse set of new mobile devices as they emerge.
In addition, users may view games as a discretionary purchase. Subject to many factors beyond our control, including economic conditions, users may reduce their discretionary spending on games, and our customers, in turn, may see an adverse effect on their business, resulting in a reduction in their usage of, or spending on, our services. Based on our current reliance on this industry segment, that would have a material adverse effect on our business and results of operations.
Moreover, laws or regulations that govern or restrict gaming activities could have a material adverse effect on our business and results of operations. The regulatory landscape governing the gaming industry is evolving and increasingly uncertain. In certain jurisdictions, we are required to register with gaming authorities to provide our services to advertisers in the gaming industry. Compliance with these varied and frequently changing regulations may impose additional costs and operational burdens. If we fail to obtain or maintain necessary registrations, or if we or our advertisers violate applicable gaming regulations or advertising restrictions, we could face fines, penalties, or the loss of our ability to operate in specific markets. Furthermore, increased regulatory scrutiny or legislative restrictions on gaming activities could reduce user engagement or advertiser spend within this vertical, any of which could materially and adversely affect our business, financial condition, and results of operations.
The technology on which we rely may not be protectable, which could result in competition from others who may utilize the same, or similar technology.
We rely on various technologies in our business, including but not limited to our Smadex ad purchasing platform, and the aggregation and analysis of transaction data in our advertising technology & services business. While much of this technology is proprietary, we have not determined the extent to which this technology is protectable. To the extent that such technology is not
protectable, others could use the same, or similar, technology in competition with us. Such competition could have a material adverse effect on our business, revenue and results of operations.
In the past we have experienced, and we may in the future experience, difficulty establishing adequate management and financial controls in some of the countries in which we operate.
Certain of the countries in which we operate historically have been deficient in U.S.-style local management and concepts of internal control over financial reporting, or ICFR, as well as in modern banking and other control systems. We have experienced these problems in the past and may experience them in the future. We have had, and we may have, difficulty in hiring and retaining a sufficient number of locally-qualified employees to work in such countries who are capable of satisfying all the obligations of a U.S. public reporting company, including ICFR. As a result of these factors, we may experience difficulty in establishing adequate management and financial controls (including ICFR), collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices in such countries in order to meet the requirements of generally accepted accounting principles in the United States, or U.S. GAAP, and the rules and regulations of the SEC as in effect from time to time that are applicable to reporting companies.
Financial Risks
Our substantial level of debt could limit our ability to grow and compete.
Our total indebtedness, net of unamortized debt issuance costs, was $167.1 million as of December 31, 2025. Our substantial indebtedness could have important consequences to our business, including without limitation:
preventing us from obtaining additional financing to grow our business and compete effectively;
limiting our ability, as a practical matter, to borrow additional amounts;
limiting management’s discretion in the operation of our business through restrictive covenants that could limit our ability to grow and compete; and
placing us at a disadvantage compared to those of our competitors who have less debt or fewer restrictions under the terms of the agreements governing their debt.
The Amended Credit Agreement contains various covenants that limit management’s discretion in the operation of our business.
The Amended Credit Agreement contains certain covenants and ratios that limit the ability of us to, among other things:
incur certain liens on our property or assets;
make certain investments or acquisitions;
incur certain additional indebtedness;
consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets;
acquire or dispose of certain assets; or
enter into certain transactions with affiliates.
If we fail to comply with any of the covenants or ratios under the Amended Credit Agreement, or if we are unable to meet our debt service obligations, our lenders could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit. Any such action by our lenders would have a material adverse effect on our overall business and financial condition.
Our failure to comply with the financial covenants under the Amended Credit Agreement could have a material adverse effect on our operations and financial condition.
The Amended Credit Agreement contains various financial covenants. Our failure to meet these covenants would constitute an event of default thereunder.
As a result of the sale of the EGP business, consolidated EBITDA (as defined in the Amended Credit Agreement) has been significantly reduced. Due to this and other risks and uncertainties regarding forecasts and projections about our operations, industry, financial condition, performance, operating results and liquidity, we may not maintain compliance with the financial covenants in the Amended Credit Agreement.
If an event of default were to occur and if we are unable to obtain waivers or amendments to the Amended Credit Agreement, our lenders, among other actions, could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit. Additionally, if an event of default were to occur, our lenders would have the right to proceed against the collateral granted to them to secure that debt, which consists of substantially all of our assets.
If the debt under the Amended Credit Agreement were to be accelerated, among other things we could seek to mitigate the default by refinancing our debt or raising additional capital by issuing equity or debt. There is no guarantee that any such refinancing or capital would be available to us on favorable terms or at all. The failure to mitigate a default under the Amended Credit Agreement would have a material adverse effect on our operations and financial condition.
Our advertising revenue can vary substantially from period to period based on many factors beyond our control, including but not limited to those discussed herein. This volatility affects our operating results and may reduce our ability to repay indebtedness or comply with any of the covenants or ratios under the Amended Credit Agreement or reduce the market value of our securities.
We rely on sales of advertising time for most of our revenues and, as a result, our operating results are sensitive to the amount of advertising revenue we generate. Changes in the way we do business with various media companies could materially adversely affect our revenues and results of operations, alter or result in the termination of our relationship with such media company and/or result in our withdrawal from a given geographic market. If we generate less revenue, it may be more difficult for us to repay our indebtedness or comply with any of the covenants or ratios under the Amended Credit Agreement, and the value of our business may decline.
We may need to raise capital if our current liquidity is insufficient to fund business activities. If we cannot raise such on favorable terms or at all, we may have to reduce or curtail certain existing operations.
We require significant capital for general working capital and debt service needs. Our ability to raise additional funds is limited by the terms of the Amended Credit Agreement. Our failure to obtain any required new financing, if needed, could have a material adverse effect on our results of operations and financial condition. Additionally, if our then-current liquidity is insufficient to fund future activities, or we do not remain in compliance with our financial covenants under the Amended Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements in response to these adverse developments or other changes in our circumstance or unforeseen events or conditions. In the event that additional financing is required from third party sources, we may not be able to raise it on favorable terms or at all. In such event, we may have to reduce or curtail certain existing operations. The failure to obtain any required capital could have a material effect on our business and financial condition.
We expect to experience fluctuations in foreign exchange rates in our overseas operations.
Our consolidated financial statements of our operations outside the United States are translated into U.S. Dollars at the average exchange rates in each applicable period. To the extent that the U.S. Dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions will result in reduced revenue and operating expenses for our international operations. Similarly, to the extent that the U.S. Dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions will result in increased revenue and operating expenses for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign operations into U.S. Dollars in consolidation. In addition, we may have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.
Regulatory Risks
If we cannot renew our FCC broadcast licenses, our broadcast operations would be impaired, which could have a material and adverse effect on our business, results of operations and financial condition.
Our television and radio operations depend upon maintaining our broadcast licenses, which are issued by the FCC. The FCC has the authority to renew licenses, not renew them, renew them only with significant qualifications, including renewals for less than a full term or revoke them. Although a substantial majority of our radio station licenses and many of our television station licenses have been renewed for their full terms in the ordinary course, we cannot guarantee that our pending or future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could materially and adversely affect our operations. If we fail to renew any of our stations’ main licenses, or if we renew our licenses with substantial conditions or modifications (including renewing one or more of our licenses for less than the standard term of eight years), it could have a material adverse effect on our business, results of operations and financial condition. In addition, the Amended Credit Agreement requires us to maintain our FCC licenses, and if the FCC were to revoke or place significant limitations on any of our material licenses, our lenders could declare us in default under the Amended Credit Agreement, and any or acceleration thereof could have a material effect on our financial condition.
We are subject to extensive additional regulation by the FCC in our television and radio operations.
Our television and radio operations are highly regulated by the FCC. We must comply with extensive current and any future laws and regulations, including but not limited to those concerning displacement of low-power stations, elimination or limitation
on our MVPD carriage rights, ownership rules, broadcasting to serve the “public interest”, sponsorship identification, regulation of so-called “indecent” content, children's television, and equal opportunity in hiring requirements. We cannot predict what changes, if any, might be adopted, to existing regulations or what other matters might be considered by the FCC in the future, nor can we judge in advance what impact, if any, the implementation of any particular proposal or our compliance might have on our business. Our inability or failure to comply with all current and future regulatory requirements that apply to our operations could have a material adverse impact, among other things, on our ability to build a stronger or more efficient presence in select markets, our competitive position in certain markets, our ratings, our advertising rates and our results of operations.
Legislation and regulation of the digital advertising business, including privacy and data protection regimes, could create unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our business model.
Laws and regulations relating to various aspects of the rapidly changing digital media industry, such as data protection and privacy-related laws and regulations, are evolving rapidly and are expected to continue to do so both in the United States and many other jurisdictions in which we operate and may operate in the future.
U.S. and foreign governments have enacted, considered or are currently considering legislation or regulations that relate to digital advertising activities and the use of consumer data in digital advertising. Several states have enacted and continue to strengthen laws that affect the collection, use, retention, protection, disclosure, transfer and other processing of personal data, particularly in relation to digital advertising services, which can limit the data available for use in Smadex and Adwake services.
Privacy legislation in other jurisdictions also continues to evolve. Such legislation will require additional compliance measures, such as periodic risk assessments and implementation of cybersecurity controls, which can impose additional costs and expose us to increased regulatory scrutiny, which may increase the cost and complexity of delivering our services. We may also be required to change our current practices regarding the volume of personal data that can be collected and used for advertising purposes, including by our customers.
We must comply with this large and changing body of laws and regulations in all the jurisdictions throughout the world where we do business. Our failure to do so could subject us to enforcement action, fines and reputational harm, resulting in a material adverse effect on our business, results of operations and financial condition. Among other things, compliance with such laws and regulations could increase our cost of doing business, limit our ability to collect and process personal data, expose us to regulatory investigations and civil actions, and/or reduce the demand for our advertising technology & services offerings, materially adversely affecting our business, results of operations and financial condition.
We are subject to new and rapidly evolving legislation and/or regulations, as well as industry standards and consumer preferences, in respect of protection of personal and similar data and any failure by us to comply with these regulations could result in loss of business, reputation and/or fines.
Our ability to optimize the delivery of digital advertisements depends on our ability to successfully leverage data, including data that we collect from advertisers, publishers and third parties, as well as our own operating history. Using cookies and non-cookie based mechanisms, we collect information about the interactions of online users with advertisers and publishers’ digital properties, including, for example, information about the placement of advertisements and users’ interactions with websites or advertisements. The handling and protection of personal information, including but not limited to PII, is regulated in many jurisdictions where we operate, including but not limited to the CCPA in California, similar state privacy laws throughout the United States, and the GDPR in the E.U., and China's Personal Information Protection Law and Data Security Law. We are also subject to rapidly changing industry standards, consumer preferences, changes in technology, including changes in web browser technology, Global Privacy Control signals, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, and restrictions imposed by large software companies and platform providers, web browser developers or other software developers.
The United States has increased restrictions on certain personal sensitive data transfers to specific foreign countries through the Department of Justice’s final rule implementing Executive Order 14117. The final rule prohibits data transfer of certain sensitive information including personal identifiers and precise geolocation data over a certain bulk threshold to identified countries of concern. The rule also restricts certain agreements, including data brokerage agreements and vendor agreements involving such data and countries of concern. Violations of the rule may be punishable by criminal and/or civil sanctions and may result in exclusion from participation in federal and state programs. These data transfer restrictions may create operational challenges and legal risks for our business, particularly with regard to China.
The cost of such ongoing monitoring and compliance by us may be significant. In addition, any failure by us to comply with applicable data protection laws and regulations in any of the jurisdiction where we do business, or comply with industry standards or consumer preferences in this regard, could subject us to significant penalties, negative publicity and reputational damage with advertisers, which in turn could have a material adverse effect on our business and results of operations.
In addition, consumers in some jurisdictions are provided private rights of action under certain laws to file civil lawsuits, including class action lawsuits, against companies that conduct business in the digital advertising industry and personalize or target
advertising, including makers of devices that display digital media, providers of digital media, operating system providers, third party networks and providers of internet-connected devices and related services.
Increased utilization and integration of AI technology into certain of our services and platforms, and issues raised by the use of, or failure to successfully use, AI in our services and platforms, may subject us to additional regulation with which failure to comply may adversely affect our business, reputation, or financial results.
The evolving regulatory landscape around AI and AI-enabled technologies may result in new or enhanced regulatory scrutiny, litigation, or other complications that could adversely affect our business, reputation, or financial results. AI technologies, including generative AI and the use of personally identifying information in machine learning models are subject to existing laws of various states and countries such as those regarding data privacy and consumer protection. In addition to existing laws, several states and jurisdictions have enacted or are in the processing of enacting specific legislation regulating the use of AI technologies.
In the EU, the EU AI Act subjects certain AI technologies to compliance obligations, including governance and risk management processes, transparency, conformity and risk assessment, documentation requirements, monitoring and human oversight requirements. Certain provisions of the EU AI Act could require us to alter or restrict our use of AI both in our services and platforms. In addition, certain U.S. states have proposed, enacted, or are considering laws governing the development and use of AI technologies, such as the Colorado Artificial Intelligence Act, and the CCPA regulations on automated decision-making technology. State and foreign AI regulatory frameworks continue to develop and frequently have extraterritorial reach, and, as a result may apply to our AI enabled services and platforms regardless of where they are developed or deployed.
The liability associated with generative AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations. The use of generative AI technologies can expose us to intellectual property risks, including rights of ownership and copyright infringement, which may expose us to reputational harm, competitive harm, and/or legal liability.
Development of new product offerings may subject us to new legislation and/or regulations, as well as industry standards, in respect of data privacy and consumer protection and any failure by us to comply with these regulations could result in loss of business, reputation and/or fines.
The offering of a new offerwall product may be subject to different state and foreign regulatory requirements, including consumer protection and data privacy laws. For example, certain offerings may require compliance with financial incentive regulations under California’s CCPA and Colorado’s Privacy Act. Consumer protection laws may subject us to liability if we fail to administer the offerwall in a compliant manner.
Measures we take to protect PII and other confidential information, as required by the laws and regulations to which we are subject, may not be effective, and could expose us to significant liability.
While we take measures to protect the security of information, including PII, that we collect, use and disclose in the operation of our business, such measures may not always be effective. Software bugs, malware, theft, misuse, defects, vulnerabilities in our products and services, and cybersecurity breaches expose us to a risk of loss or improper use and disclosure of such information, which could result in litigation and other potential liability, including, among other things, regulatory fines and penalties, civil lawsuits and reputational harm.
We must comply with the Foreign Corrupt Practices Act.
We are required to comply with the United States Foreign Corrupt Practices Act, or the FCPA, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in certain countries, including some of the countries in which we operate. If our competitors engage in these practices, they may receive preferential treatment, , giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new business, which would put us at a disadvantage. Although we inform our own personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer under the FCPA, with respect to which there is robust enforcement in the United States.
Available Information
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are made available free of charge on our corporate website, www.entravision.com , as soon as reasonably practicable after we electronically file such material with, or furnish it to, the
SEC. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated by reference into this or any other filing we make with the SEC.
I TEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBER SECURITY
Cybersecurity Risk Management and Strategy. We recognize the critical role that cybersecurity plays in protecting our operations, customers, and digital assets. As part of our broader technology and information security risk management framework, our cybersecurity strategy is designed to safeguard the confidentiality, integrity and availability of our systems and data. We continuously assess, strengthen and refine our cybersecurity practices to adapt to an evolving threat landscape.
Over the past year, we enhanced security across personnel, processes, technology, and third-party partners. The employee training program includes instruction on AI risks and usage. We increased visibility into hardware and software inventory to monitor infrastructure. We updated authentication procedures and deployed safeguards for company devices. We are implementing data loss prevention measures, beginning with email communications. We identify and remediate security vulnerabilities and require vendors to meet security standards.
A core component of our security framework is our threat detection and response capability. We have implemented an extended detection and response system that provides continuous monitoring, real-time threat detection and automated response mechanisms to mitigate cybersecurity risks. Our governance, risk and compliance initiatives have also advanced, with ongoing efforts to standardize security policies and align with regulatory and industry standards. Penetration testing is conducted to assess our security posture and identify potential vulnerabilities, ensuring that our defenses remain resilient against emerging threats.
Understanding the risks posed by external partners, we have strengthened our third-party risk management program. This initiative focuses on evaluating and monitoring the cybersecurity practices of our vendors, service providers, and business partners to mitigate potential supply chain risks . Additionally, our incident response plan has been enhanced to support swift detection, containment, and remediation of cybersecurity incidents, ensuring operational continuity and minimal disruption with the addition of an incident response retainer.
As of the date of this report, we have not identified any cybersecurity threats, including any past cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, financial condition, or results of operations. We continue to monitor cybersecurity risks closely and remain committed to taking proactive measures to address evolving threats.
Cybersecurity Governance. We have established a cybersecurity governance framework to ensure effective oversight, accountability, and strategic alignment across the organization. The Audit Committee of our Board of Directors oversees cybersecurity-related risks as part of its broader risk management responsibilities. The Audit Committee of the Board of Directors receives periodic reports from executive management and external cybersecurity advisors on our security initiatives, emerging threats and risk mitigation efforts.
Day-to-day management of our cybersecurity program is led by our Chief Information Officer, who is responsible for overseeing information security policies, threat mitigation strategies, and compliance initiatives. The CIO provides periodic updates to management and the Audit Committee of the Board of Directors, ensuring that cybersecurity remains a key focus of our risk management framework. Our incident response protocols are structured to provide clear escalation pathways for cybersecurity incidents, ensuring that appropriate leadership is engaged in a timely manner to coordinate an effective response.
We also maintain stringent security requirements for third-party service providers, ensuring that vendors comply with our cybersecurity policies and controls. Our third-party risk management program includes due diligence assessments prior to engagement and ongoing security evaluations to mitigate external risks that could impact our operations.
As cybersecurity threats continue to evolve, we remain committed to strengthening our cybersecurity governance model, enhancing transparency and implementing best-in-class security measures. Our approach reflects a proactive commitment to protecting our digital infrastructure, ensuring business continuity and upholding the trust of our stakeholders.
I TEM 2. PROPERTIES
Our corporate headquarters and main operational offices for our audio segment are located in Burbank, California. We lease approximately 12,000 square feet of space in the building housing our corporate headquarters under a lease that expires February 28, 2027. Our corporate headquarters and main operational offices for our audio segment were previously located in Santa Monica, California. We leased approximately 38,000 square feet of space in the building housing our previous corporate headquarters under
a lease that was due to expire January 31, 2034. Following a decision by our management, we vacated the facility in February 2025 and ceased making further lease payments.
The types of properties required to support each of our television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of our office, studio and tower facilities are leased pursuant to long-term leases. We also own the buildings and/or land used for office, studio and tower facilities at certain of our television and/or radio properties. We own substantially all of the equipment used in our television and radio broadcasting business. We believe that all of our facilities and equipment are adequate to conduct our present operations. We also lease certain facilities and broadcast equipment in the operation of our business.
See Notes 7 and 17 to Notes to Consolidated Financial Statements.
I TEM 3. LEGAL PROCEEDINGS
We are subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability that may arise out of or with respect to these matters will not materially adversely affect our financial position, results of operations or cash flows.
On or about July 22, 2025, our now former landlord of our former headquarters in Santa Monica, California commenced litigation against us in Los Angeles County Superior Court. The plaintiff alleges that we breached our lease and the plaintiff seeks at least $31,450,000 in damages. The plaintiff filed an amended complaint on or about August 26, 2025 and we filed an answer on or about September 25, 2025, denying the plaintiff's allegations. Discovery has commenced and the court has tentatively set a trial date in June 2027. We are continuing to evaluate the plaintiff’s allegations and determine how we will proceed.
I TEM 4. MINE SAFETY DISCLOSURES
Not applicable.
P ART II
I TEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common stock has been listed and traded on The New York Stock Exchange since August 2, 2000 under the symbol “EVC.”
As of March 2, 2026, there were approximately 152 holders of record of our Class A common stock. We believe that the number of beneficial owners of our Class A common stock substantially exceeds this number.
Performance Graph
The following graph, which was produced by S&P Global Market Intelligence, depicts our performance for the period from December 31, 2020 through December 31, 2025, as measured by total stockholder return calculated on a dividend reinvestment basis, on our Class A common stock, compared with the total return of the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S. Media Index. This graph assumes $100 was invested in each of our Class A Common Stock, the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S. Media Index, as of the market close on December 31, 2020. Starting in our Annual Report on Form 10-K for the year ended December 31, 2021 , we added the Dow Jones U.S. Media Index, which was not included in the years prior to 2021, to reflect that our operations have diversified beyond broadcasting. Upon request, we will furnish to stockholders a list of the component companies of such indices.
We caution that the stock price performance shown in the graph below should not be considered indicative of potential future stock price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Entravision Communications Corporation, the S&P 500 Index, the S&P Broadcasting Index,
and the Dow Jones U.S. Media Index
Period Ending
Index
Entravision Communications Corporation
S&P 500 Index
S&P Broadcasting Index
Dow Jones U.S. Media Index
Dividend Policy
We currently pay a dividend on our Class A common stock and Class U common stock. Our future dividend policy, including the amount of any dividend, will depend on factors considered relevant in the discretion of the Board of Directors, which may include, among other things, our earnings, capital requirements and overall financial condition. In addition, the Amended Credit Agreement places certain restrictions on our ability to pay dividends on any class of our common stock.
Issuer Purchases of Equity Securities
On March 1, 2022, our Board of Directors approved a share repurchase program of up to $20 million of our Class A common stock. Under this share repurchase program, we are authorized to purchase shares of our Class A common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors.
We did not repurchase any shares of our Class A common stock during 2025. As of December 31, 2025, we have repurchased a total of 1.8 million shares of our Class A common stock under the share repurchase program for an aggregate purchase price of $11.3 million, or an average price per share of $6.43. All such repurchased shares were retired as of December 31, 2025.
I TEM 6. RESERVED
I TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2025, 2024 and 2023 and consolidated financial condition as of December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K.
The disc ussion and analysis of our financial condition and results of operations for 2025 compared to 2024 appears below. As a smaller reporting company, we have chosen to omit the discussion and analysis of our financial condition and results of operations for 2024 compared to 2023.
OVERVIEW
We are a global media and advertising technology company. We have organized our operations into two reportable segments, media and ATS, and we manage and report our financial results through these two operating segments.
Our Media business owns and operates one of the largest groups of Spanish-language television and radio stations in the United States. Our mission is to serve our Latino audience as a trusted provider of news, information, and entertainment. We serve our advertisers by providing marketing capabilities across broadcast and digital media.
Our ATS business empowers advertisers, primarily mobile app developers, to grow their businesses globally. We provide programmatic advertising solutions through two brands. Smadex is our demand-side platform, which uses proprietary AI to automate media buying. Adwake is our performance-based digital marketing agency.
In 2024, we discontinued and divested a significant portion of our operations, which consisted primarily of several acquisitions that had been completed prior to 2024, and which operations comprised the majority of our former digital segment.
Our net revenue for the year ended December 31, 2025 was $447.6 million. Of this amount, revenue generated by our media segment accounted for approximately 39%, and revenue generated by our advertising technology & services segment accounted for approximately 61% of total revenue.
See "Item 1. Business" for detailed information about our business, the industry in which we operate, certain industry trends and important recent business developments.
2025 Highlights
During the year ended December 31, 2025, our revenue grew by double digits, driven primarily by revenue growth of 90% in our advertising technology & services segment, partially offset by a decrease in revenue in our media segment compared to the year ended December 31, 2024. In addition, during the year ended December 31, 2025:
investments in the AI capabilities of our platform and increased sales capacity enabled ATS to increase monthly active advertisers and revenue per monthly active advertiser.
amended our original 2023 Credit Agreement, or the original 2023 Credit Agreement, to provide more financial flexibility and accelerate debt reduction.
we continued to reduce our debt by making a voluntary prepayment of $10 million and scheduled amortization payments of $10 million under our Credit Facility.
management began to implement an ongoing organization design plan (the "Plan") to support revenue growth and reduce expenses, primarily in our media operations. As management continues to implement the Plan, and evaluate its early results, further changes may be made if management believes that is appropriate. For more details see Note 2 to Notes to Consolidated Financial Statements.
Dispositions
See Note 3 to Notes to Consolidated Financial Statements for details.
RESULTS OF OPERATIONS
Separate financial data for each of our operating segments is provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, change in fair value of contingent consideration, impairment charge, other operating (gain) loss, and foreign currency (gain) loss. We evaluate the performance of our operating segments based on the following (in thousands):
Year Ended December 31,
% Change
% Change
Net Revenue
Media
Advertising Technology & Services
Consolidated
Cost of revenue
Media
Advertising Technology & Services
Consolidated
Direct operating expenses
Media
Advertising Technology & Services
Consolidated
Selling, general and administrative expenses
Media
Advertising Technology & Services
Consolidated
Depreciation and amortization
Media
Advertising Technology & Services
Consolidated
Segment operating profit (loss)
Media
Advertising Technology & Services
Consolidated
Corporate expenses
Change in fair value of contingent consideration
Impairment charge
Loss on lease abandonment
Restructuring costs
Foreign currency (gain) loss
Other operating (gain) loss
Operating income (loss)
Interest expense
Interest income
Dividend income
Realized gain (loss) on marketable securities
Gain (loss) on debt extinguishment
Income (loss) before income taxes from continuing operations
Capital expenditures
Media
Advertising Technology & Services
Consolidated
* Percentage not meaningful.
Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Consolidated Operations
Net Revenue. Net revenue increased to $447.6 million for the year ended December 31, 2025 from $364.9 million for the year ended December 31, 2024. This increase was primarily due to an increase of $128.0 million in net revenue from our advertising technology & services segment, partially offset by a decrease of $45.4 million in net revenue from our media segment.
Cost of revenue. Cost of revenue increased to $184.1 million for the year ended December 31, 2025 from $102.2 million for the year ended December 31, 2024. This increase was primarily due to an increase of $1.5 million in cost of revenue from our media segment, and an increase of $80.4 million in cost of revenue from our advertising technology & services segment.
Effective July 1, 2024, with the realignment of our operations and reassignment of certain responsibilities, certain costs that were previously included as corporate expenses, primarily salaries, are now included in direct operating expenses and in selling, general and administrative expenses.
Direct Operating Expenses. Direct operating expenses increased to $156.8 million for the year ended December 31, 2025 from $136.3 million for the year ended December 31, 2024. This increase was primarily due to an increase of $21.9 million in direct operating expenses in our advertising technology & services segment, partially offset by a decrease of $1.4 million in direct operating expenses in our media segment.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $66.8 million for the year ended December 31, 2025 from $62.9 million for the year ended December 31, 2024. This increase was primarily due to an increase of $1.2 million in selling, general and administrative expenses in our media segment, and an increase of $2.7 million in selling, general and administrative expenses in our advertising technology & services segment.
Depreciation and Amortization. Depreciation and amortization decreased to $12.3 million for the year ended December 31, 2025 from $16.8 million for the year ended December 31, 2024, primarily due to fully depreciated assets and fully amortized intangible assets.
Corporate Expenses. Corporate expenses decreased to $27.0 million for the year ended December 31, 2025 from $37.5 million for the year ended December 31, 2024. This decrease was primarily due to a decrease of $2.6 million in salaries, including a reduction in the base salary and cash bonus components of our three most senior executives' compensation, a decrease of $2.9 million in non-cash stock-based compensation, a decrease of $1.1 million in severance expense, a decrease of $1.3 million in audit fees and other professional service, a decrease of $0.7 million in rent expense, a decrease of $0.3 million in cloud expense, and a decrease of $1.5 million in corporate expenses due to the realignment of our operations as noted above.
Change in fair value of contingent consideration. As a result of the change in fair value of the contingent consideration, primarily related to earnouts of certain past acquisitions, we recognized income of $0.6 million for the year ended December 31, 2024.
Impairment. For the year ended December 31, 2025, we incurred impairment charges of $55.4 million, of which $29.4 million was primarily related to assets held for sale, and $26.0 million was related to certain FCC licenses in our media segment. For the year ended December 31, 2024, we incurred impairment charges of $61.2 million, of which $43.3 million was related to goodwill impairment and $17.9 million was related to certain FCC licenses in our media segment.
Loss on lease abandonment. During the first quarter of 2025, we incurred a loss on lease abandonment of $25.2 million related to our previous Santa Monica lease. See Note 7 to Notes to Consolidated Financial Statements.
Restructuring costs. During the third quarter of 2025 our management began to implement the Plan, which is intended to support revenue growth and reduce expenses, primarily in our media operations. As a result, we recorded $2.8 million in restructuring costs for the year ended December 31, 2025. See Note 2 to Notes to Consolidated Financial Statements.
Foreign currency loss. We had a foreign currency loss of $0.5 million for the year ended December 31, 2025 compared to a foreign currency loss of $0.7 million for the year ended December 31, 2024. Foreign currency gains and losses are primarily due to currency fluctuations that affect our operations located outside the United States.
Interest Expense, net. Interest expense, net decreased to $12.8 million for the year ended December 31, 2025 from $14.0 million for the year ended December 31, 2024. This decrease was primarily due to lower interest rate on our debt and a lower principal balance.
Gain (loss) on debt extinguishment. We recorded a loss on debt extinguishment of $0.2 million for the year ended December 31, 2025 due to a prepayment of $10.0 million of our Credit Facility made in the second quarter of 2025 and the amendment of the Original 2023 Credit Agreement in the third quarter of 2025. We recorded a loss on debt extinguishment of $0.1 million for the year ended December 31, 2024 due to prepayments totaling $20.0 million under our Credit Facility.
Realized gain (loss) on marketable securities. We recorded a de minimis amount of realized gain on marketable securities for the year ended December 31, 2025. We recorded a realized loss on marketable securities of $0.1 million for the year ended December 31, 2024.
Income Tax Expense or Benefit. Income tax benefit for the year ended December 31, 2025 was $18.0 million. The effective tax rate for the year ended December 31, 2025 was different from our statutory rate due to foreign and state taxes, non-deductible executive compensation, differences in tax rates in foreign jurisdictions, and return to provision adjustments from certain foreign jurisdictions. Income tax expense for the year ended December 31, 2024 was $4.1 million. The effective tax rate for the year ended December 31, 2024 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non deductible executive compensation, changes in the fair value of the contingent consideration liability, capital loss on disposal of subsidiaries, changes in uncertain tax benefits, worthless stock deduction, and goodwill impairment.
The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines address the increasing digitalization of the global economy, re-allocating taxing rights among countries. The OECD, many other member states and various other governments have adopted, or are in the process of adopting, Pillar 2 which calls for a global minimum tax of 15% to be effective for tax years beginning in 2024. The OECD guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2, global minimum tax. On January 5, 2026, the OECD released the “Side-by-Side” (SbS) Safe Harbor guidance, effective January 1, 2026. This guidance provides a framework for coordinating the U.S. tax system with Pillar 2 rules, potentially limiting top-up tax liabilities for qualifying periods. The Company included the tax impact of Pillar 2 in the income tax for the year ended December 31, 2025, based on the rules effective for that period, and continues to evaluate the impact of the Side-by-Side guidance on future periods.
On July 4, 2025, the President signed into law the One Big Beautiful Bill Act, which made certain changes to the current tax law and extended certain other tax provisions. We have analyzed the impact of these changes, noting that the main tax law changes that impacted us in 2025 are related to depreciation and Section 163(j) interest expense limitation. We have not taken bonus depreciation in 2025 since given our tax position, the impact on this is nil. Regarding the Section 163(j) limitation, we believe that this will result in less taxable income to us.
Segment Operations
In our former EGP business, we acted as an intermediary between primarily global media companies and advertisers, which consisted of either the enterprise or its ad agency running the advertisement. Our customers were both these primarily global media companies and advertisers. On March 4, 2024, we received a communication from Meta that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including us, by July 1, 2024. As a result of this communication from Meta, our CEO, who is also our CODM, led a thorough review of our operations, cost structure, digital strategy and organization of our business. This review led to the decision to sell the enterprises comprising our EGP business -- the largest business unit of what was then our digital segment. Following this decision, during the second quarter of 2024, we entered into a definitive agreement to sell substantially all of our EGP business to IMS. The transaction was completed on June 28, 2024. The remaining parts of our EGP business, Jack of Digital and Adsmurai, were each sold back to their respective founders in separate transactions during the second quarter of 2024. See Note 2 to Notes to Consolidated Financial Statements.
Prior to the sale of the EGP business, for financial reporting purposes we reported in three segments – digital, television and audio, based on the type of medium in which we sold advertising. Our digital segment was the largest segment in terms of revenue and our EGP business was the largest component of our digital segment. The sale of the EGP business allowed us to focus our operations on the products and services we sell instead of the type of advertising medium in which we sell them, which had been our historic operational approach. As a result of the sale of our EGP business, effective July 1, 2024, we realigned our operating segments into two segments – media and ATS – consistent with our current operational and management structure, as well as the basis that is now used for internal management reporting and how our CEO evaluates our business. Our reportable segments are the same as our operating segments.
Our media segment consists of sales of advertising through various media, including television, radio and digital. We own and/or operate one of the largest groups of Spanish-language television and radio stations in the United States. Our assets include 47 television stations and 44 radio stations (37 FM and 7 AM). These stations are concentrated in 13 of the 20 highest-density Latino markets in the United States. We are the largest affiliate group of the Spanish-language Univision and UniMás networks, which are owned by TelevisaUnivision. We also provide digital marketing services for businesses targeting Latino consumers.
Our ATS segment provides global performance marketing solutions primarily to mobile app developers. We operate this segment through two distinct business units: Smadex, our programmatic advertising platform, and Adwake, our performance-based marketing agency.
Media
Net Revenue . Net revenue in our media segment decreased to $176.7 million for the year ended December 31, 2025 from $222.1 million for the year ended December 31, 2024. This decrease was primarily due to a decrease of $39.8 million in
broadcast advertising revenue, a decrease of $4.4 million in retransmission consent revenue, a decrease of $0.7 million in spectrum usage rights revenue, and a decrease of $2.0 million in other revenue, partially offset by an increase of $1.6 million in digital advertising revenue.
In general, the traditional broadcast industry is continuing to experience dramatic transformation. Most of our broadcast stations face declining audiences, which we believe is the situation across the industry, competitive factors with the other major Spanish-language broadcasters, and changing demographics and preferences of audiences, particularly younger audiences, in terms of the media they prefer to consume, including streaming and social media. We anticipate that these changes in viewer habits and preferences will persist at least for the foreseeable future and possibly permanently. Additionally, we have previously noted a trend for advertising to move increasingly from traditional media, such as television and radio, to new media, such as digital media, and we expect this trend will also continue at least for the foreseeable future and possibly permanently. While we believe that none of these new technologies and services can completely replace local broadcast stations due to the element of localism that traditional broadcasting offers, the challenges we face in our broadcast operations from new technologies and services will persist and continue to present significant challenges, requiring attention, adaptability and action from management. We must continue to address these changes, including the need to further adjust our business strategies accordingly. Among the steps we have taken so far has been an emphasis on increasing local news and digital offerings, and their integration with our broadcast offerings. No assurances can be given that these or other strategies will be in meeting the changes and we face.
Cost of revenue . Cost of revenue in our media segment increased to $18.2 million for the year ended December 31, 2025 from $16.7 million for the year ended December 31, 2024, primarily due to the increase in costs associated with the increase in digital advertising revenue and a decrease in gross margins.
Direct operating expenses . Direct operating expenses in our media segment decreased to $109.6 million for the year ended December 31, 2025 from $111.0 million for the year ended December 31, 2024, primarily due to a decrease of $2.6 million in expenses associated with the decrease in revenue and a decrease of $1.2 million in non-cash stock-based compensation, partially offset by an increase of $1.8 million in salaries and other employee benefits, an increase of $0.2 million in ratings services, an increase of $0.2 million in expenses due to the realignment of our operations as noted above, and an increase of $0.2 million in other items which were individually immateri al.
Selling, general and administrative expenses . Selling, general and administrative expenses in our media segment increased to $44.0 million for the year ended December 31, 2025 from $42.8 million for the year ended December 31, 2024, primarily due to an increase of $1.0 million in salaries and other employee benefits, and an increase of $1.3 million in expenses due to the realignment of our operations as noted above. The increase was partially offset by a decrease in rent expense of $1.0 million .
Advertising Technology & Services
Net Revenue. Net revenue in our advertising technology & services segment increased to $270.9 million for the year ended December 31, 2025 from $142.9 million for the year ended December 31, 2024. The increase was primarily due to increase in advertising revenue from Smadex, including a large customer that we acquired in the second half of 2025; the results of i nvestments we made in the AI capabilities of our platform; and increased sales capacity, which enabled increased monthly active advertisers and revenue per monthly active advertiser, and increase in advertising revenue from Adwake.
Cost of revenue . Cost of revenue in our advertising technology & services segment increased to $165.9 million for the year ended December 31, 2025 from $85.5 million for the year ended December 31, 2024, primarily due to costs associated with the increase in digital advertising revenue.
We have previously noted a trend on a global basis in our ATS operations whereby advertisers are demanding more efficiency and lower cost from intermediaries like us. In response to this general trend, we have been offering our programmatic purchasing platform, Smadex, to advertisers, which lowers cost to our advertising customers. Among other things, this has led to lower margins in the products and services we sell, which we anticipate will persist for at least the foreseeable future and possibly permanently. The digital advertising industry as a whole remains dynamic and continues to undergo rapid changes in technology, customer expectation and competition. We expect this trend to continue and possibly accelerate. We must continue to address these dynamic and rapid changes, including the need to further adjust our business strategies, make appropriate investments in our technology and offer new products and services as appropriate. No assurances can be given that the strategies we have pursued and investments we have made, and those we may pursue or make in the future will be successful.
Direct Operating Expenses. Direct operating expenses in our advertising technology & services segment increased to $47.2 million for the year ended December 31, 2025 from $25.3 million for the year ended December 31, 2024, primarily due to an increase of $17.0 million in cloud infrastructure expenses, an increase of $4.5 million in salaries and bonus expense, and an increase of $0.4 million in other items which were individually immateri al.
Selling, General and Administrative Expenses. Selling, general and administrative expenses in our advertising technology & services segment increased to $22.8 million for the year ended December 31, 2025, from $20.1 million for the year ended December 31, 2024, primarily due to salaries expense.
Liquidity and Capital Resources
While we have a history of operating losses in some periods and operating income in other periods, we also have a history of generating significant positive cash flows from our operations. We had net loss attributable to common stockholders of $79.2 million, $148.9 million and $15.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. We had positive cash flow from operations of $10.6 million, $74.7 million and $75.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. For at least the next twelve months, we expect to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand and cash flows from operations.
We currently believe that our cash position is sufficient to meet our operating and capital expenses and debt service requirements for at least the next twelve months from the issuance of this report. We believe that our position is strengthened by cash and cash equivalents on hand, in the amount of $59.4 million, and available for sale marketable securities in the additional amount of $3.8 million, as of December 31, 2025. Our liquidity is not materially affected by the amounts held in accounts outside the United States.
On March 4, 2024, we received a communication from Meta that it intended to wind down its authorized sales partner, or ASP, program globally and end its relationship with all of its ASPs, including us, by July 1, 2024. As a result, we conducted a thorough review of our digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of EGP, our then digital commercial partnerships business, which was completed during the second quarter of 2024.
The disposition of our EGP business, the largest business unit of what was then our digital segment, has had, and will continue to have, a material effect on our results of operations in that total revenue from our advertising technology & services operations, and consolidated revenue, has been, and is expected to remain, significantly lower than it was prior to the disposition of our EGP business. As a result, cash flow from operations will be materially adversely affected in future periods, which could also adversely affect our liquidity.
To the extent that our then-current liquidity is insufficient to fund our business activities or if we do not remain in compliance with our financial covenants under the Amended Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements. There is no guarantee that any such capital would be available to us on favorable terms, or at all. The failure to obtain any required capital could have a material adverse effect on our operations and financial condition.
Credit Facility
On March 17, 2023, we entered into our Credit Facility, pursuant to the Original 2023 Credit Agreement, by and among us, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively, the “Lenders”). The Original 2023 Credit Agreement amended, restated and replaced in its entirety our previous credit agreement. The Original 2023 Credit Agreement was amended on July 15, 2025, effective as of June 30, 2025, with respect to certain financial covenants and certain other provisions of our Credit Facility.
In March 2024, we made a prepayment of $10.0 million under our Credit Facility.
In June 2024, we made an additional prepayment of $10.0 million under our Credit Facility, of which $4.9 million was a mandatory prepayment as a result of the EGP disposition.
In June 2025, we made an additional prepayment of $10.0 million under our Credit Facility.
On July 15, 2025, the Lenders and we entered into the Amended Credit Agreement, effective as of June 30, 2025. Effective June 30, 2025, the Lenders and we also corrected certain administrative and clerical errors in the Amended Credit Agreement.
For more information, see Item 1A, "Risk Factors", Note 9 to Notes to Consolidated Financial Statements, and the Amended Credit Agreement, which is filed as an exhibit to this report.
Cash Flow
Net cash flow provided by operating activities was $10.6 million for the year ended December 31, 2025, compared to net cash flow provided by operating activities of $74.7 million for the year ended December 31, 2024. The decrease in cash flow from operating activities was primarily due to a decrease in net changes in our working capital of positive $9.1 million for year ended December 31, 2025 compared to positive $58.6 million for the year ended December 31, 2024. The net changes in working capital were primarily due to the timing of cash payments to publishers and collections from customers. The decrease in cash flow from operating activities was also due to a decrease in net income after adjusting for non-cash items. Significant non-cash items in the year ended December 31, 2025 included impairment charges of $55.4 million, loss on lease abandonment charges of $25.2 million, depreciation and amortization expense of $12.3 million, deferred income tax of $25.1 million, and non-cash stock based compensation of $11.0 million. Significant non-cash items for the year ended December 31, 2024 included impairment charges of $110.7 million, the loss on sale related to our former EGP business of $45.2 million, depreciation and amortization expense of $20.8 million, non-cash stock based compensation of $13.8 million, income related to the change in fair value of contingent consideration of $13.2 million, deferred income taxes of $10.3 million, and income attributable to redeemable noncontrolling interest of $2.8 million.
Net cash flow used in investing activities was $6.1 million for the year ended December 31, 2025, compared to $26.8 million for the year ended December 31, 2024. The decrease in net cash flow used in investing activities was primarily due to cash divested of $40.5 million, partially offset by proceeds from loan receivable of $13.6 million for the year ended December 31, 2024, related to the sale of our former EGP business, which did not recur in the year ended December 31, 2025. Additionally, the decrease in net cash flow used in investing activities was partially offset by reduction in proceeds from the sale of marketable securities to $2.6 million for the year ended December 31, 2025 compared to $10.8 million for the year ended December 31, 2024.
We anticipate that our capital expenditures will be approximately $8.0 million during the full year 2026. The amount of our anticipated capital expenditures may change based on future changes in business plans and our financial condition and general economic conditions. We expect to fund capital expenditures with cash on hand and net cash flow from operations.
Net cash flow used in financing activities was $41.0 million for the year ended December 31, 2025, compared to $57.7 million for the year ended December 31, 2024. The decrease in cash flow used in financing activities was primarily due to payments of contingent consideration of $15.7 million and distributions to noncontrolling interest of $1.1 million for the year ended December 31, 2024, which did not recur in the year ended December 31, 2025.
Commitments and Contractual Obligations
Our material contractual obligations at December 31, 2025 which are not reflected as liabilities in the Consolidated Balance Sheets include media research and ratings providers, to provide television and radio audience measurement services, of approximately $25.2 million, and other amounts consist primarily of obligations for software licenses utilized by our sales team of approximately $3.6 million.
We have also entered into employment agreements with certain of our key employees, including our current Chief Executive Officer.
Other than the foregoing commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned subsidiaries or any interests in or relationships with any variable-interest entities that are not included in our consolidated financial statements.
Application of Critical Accounting Policies and Accounting Estimates
Critical accounting policies are defined as those that are the most important to the accurate portrayal of our financial condition and results of operations. Critical accounting policies require management’s subjective judgment and may produce materially different results under different assumptions and conditions. We have discussed the development and selection of these critical accounting policies with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed and approved our related disclosure in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Goodwill
We believe that the accounting estimates related to the fair value of our reporting units and indefinite life intangible assets and our estimates of the useful lives of our long-lived assets are “critical accounting estimates” because: (1) goodwill and other intangible assets are our most significant assets, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as on our results of operations, could be material. Accordingly, the assumptions about future cash flows on the assets under evaluation are critical.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We test our goodwill and other indefinite-lived intangible assets for impairment annually on October 1, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, we must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.
In testing the goodwill of our reporting units for impairment, we first determine, based on a qualitative assessment, whether it is more likely than not that the fair value of each of our reporting units is less than their respective carrying amounts. We have determined that each of our operating segments is a reporting unit.
If it is deemed more likely than not that the fair value of a reporting unit is less than the carrying value based on this initial assessment, the next step is a quantitative comparison of the fair value of the reporting unit to its carrying amount. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete. If the reporting unit’s carrying amount is greater than the estimated fair value, then an impairment loss is recorded for the amount of the difference.
When a quantitative analysis is performed, the estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with
similar operating and investment characteristics to our reporting units. The market approach requires us to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.
The income approach estimates fair value based on our estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimated our discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the media and advertising technology industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the media and advertising technology industries. We estimated our revenue projections and profit margin projections based on internal forecasts about future performance.
Indefinite Life Intangible Assets
We believe that our broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other significant factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complementary to each other and are representative of the best use of those assets. Our individual market clusters consist of cities or nearby cities. We test our broadcasting licenses for impairment based on certain assumptions about these market clusters.
The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal values. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. 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.
Long-Lived Assets, Including Intangibles Subject to Amortization
Depreciation and amortization of our long-lived assets is provided using the straight-line method over their estimated useful lives. Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances, changes to our business model or changes in our capital strategy could result in the actual useful lives differing from initial estimates. In those cases where we determine that the useful life of a long-lived asset should be revised, we will depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives.
Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.
Deferred Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
In evaluating our ability to realize net deferred tax assets, we consider all reasonably available evidence including our past operating results, tax strategies and forecasts of future taxable income. In considering these factors, we make certain assumptions and judgments that are based on the plans and estimates used to manage our business.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to uncertain tax positions in income tax expense.
Revenue Recognition
Revenues are recognized when control of the promised services is transferred to our customers, in an amount equal to the consideration we expect to be entitled to in exchange for those services.
Broadcast Advertising. Revenue related to the sale of advertising on our television and radio stations is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense.
Digital Advertising. Revenue related to digital advertising is recognized when display or other digital advertisements record impressions on the websites and mobile and internet-connected television apps of media companies on whose digital platforms the advertisements are placed or as the advertiser’s previously agreed-upon performance criteria are satisfied. We have concluded that we are the principal in the transaction and therefore recognize revenue on a gross basis, because we (i) are responsible for fulfillment of the contract, including customer support, resolving customer complaints, and accepting responsibility for the quality or suitability of the product or service; (ii) have pricing discretion over the transaction; and (iii) carry inventory risk for all inventory purchased regardless of whether we are able to collect on a transaction.
Retransmission Consent. We generate revenue from retransmission consent agreements that are entered into with MVPDs. We grant the MVPDs access to our television station signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPD.
Spectrum Usage Rights. We generate revenue from agreements associated with our television stations’ spectrum usage rights. Revenue is recognized in accordance with the contractual fees over the term of the agreement or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference.
Business Combinations
We apply the acquisition method of accounting for business combinations in accordance with U.S. GAAP and use estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, revenue projections, gross margin projections, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. We use established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition, as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Additional Information
For additional information on our significant accounting policies, please see Note 2 to Notes to Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
For additional information on recently issued accounting pronouncements, see Note 2 to Notes to Consolidated Financial Statements.
Sensitivity of Critical Accounting Estimates
We have critical accounting estimates that are sensitive to change. The most significant of those sensitive estimates relates to the impairment of intangible assets as discussed above.
Impact of Inflation
We believe that inflation has not had a material impact on our results of operations for each of our fiscal years in the three-year period ended December 31, 2025. However, there can be no assurance that future inflation would not have an adverse impact on our operating results and financial condition .
I TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
Market risk represents the potential loss that may affect our financial position, results of operations and/or cash flows due to adverse changes in the financial markets. We are also exposed to market risk from changes in the base rates on our Credit Facility.
Interest Rates
As of December 31, 2025, we had $167.7 million of variable rate bank debt outstanding under our Credit Facility. Our borrowings bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the Amended Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio (as defined in the Amended Credit Agreement) or (ii) the Base Rate (as defined in the Amended Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility is subject to a rate per annum between 0.30% and 0.40%, depending on the Total Net Leverage Ratio.
Because our debt is subject to interest at a variable rate, our earnings will be affected in future periods by changes in interest rates. For example, if the SOFR were to increase or decrease by a hypothetical 100 basis points, or one percentage point, from its December 31, 2025 level, our annual interest expense would increase or decrease, respectively, and cash flow from operations would decrease or increase, respectively, by $1.7 million based on the outstanding balance of our term loan as of December 31, 2025.
Foreign Currency
We have certain foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. Historically, our revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, we have operations in countries other than the United States, primarily related to our advertising technology & services operations, and we expect a portion of our future revenues will be denominated in currencies other than the U.S. dollar, primarily the Euro. The effect of an immediate and hypothetical 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at December 31, 2025 would not be material to our consolidated results of operations or overall financial condition.
Our operating expenses are primarily denominated in U.S. dollars. In addition, certain of our operating expenses are denominated in the currencies of the countries in which our operations are located, primarily Spain, which uses the Euro. Currency fluctuations or a weakening U.S. dollar can increase the amount of operating expense of our international operations, which are primarily related to our advertising technology & services operations. Increases and decreases in foreign-denominated revenue from movements in foreign exchange rates are partially offset by corresponding decreases or increases in foreign-denominated operating expenses.
To date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations historically have not had a material effect on our operating results and cash flows .
I TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages F-1 through F-40.
I TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
I TEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the design and operating effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Our independent registered public accounting firm, Deloitte & Touche LLP, has independently assessed the effectiveness of our internal control over financial reporting and its report is included in response to "Item 8. Financial Statements and Supplementary Data", appearing beginning at page F-2 of this report.
Inherent Limitations on Effectiveness of Controls
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all control issues or misstatements. Accordingly, our controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our control system are met. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control
There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTH ER INFORMATION
Insider Trading Arrangements. During the quarter ended December 31, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
ITEM 9C. DISC LOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
ITEM 11. EXECUTIV E COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
