8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2013

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15997	95-4783236
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

(Address of principal executive offices) (Zip Code)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2013, Entravision Communications Corporation (the “Company”) issued a press release announcing its results of operations for the three-month period ended March 31, 2013. A copy of that press release is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit hereto, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any future registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On May 2, 2013, Entravision Communications Corporation (the “Company”) announced its intention to seek a new secured bank credit facility (the “New Facility”). The Company currently anticipates that the proceeds of any New Facility would be used to: (i) refinance and terminate all of its outstanding obligations under its existing secured bank credit facility; (ii) redeem in full and terminate all of its outstanding obligations under the Company’s 8.75% Senior Notes due 2017 (the “Senior Notes”), and (iii) pay any fees and expenses in connection therewith. The Company currently intends to seek the New Facility in May 2013. The Company has not entered into any agreement for the New Facility, or any similar agreement. There can be no assurance that the Company will enter into a New Facility, or any similar agreement, on terms that are favorable to the Company, or at all.

A copy of the related press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts, including, without limitation, statements regarding the intention to seek a New Facility in May 2013, are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to, impacts of the global recession and tight credit markets; and other risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2012. The Company assumes no obligation, and disclaims any duty, to update the forward-looking statements in this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press release issued by Entravision Communications Corporation on May 2, 2013.
99.2	Press release issued by Entravision Communications Corporation on May 2, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTRAVISION COMMUNICATIONS CORPORATION
Date: May 2, 2013	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release issued by Entravision Communications Corporation on May 2, 2013.
99.2	Press release issued by Entravision Communications Corporation on May 2, 2013.

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EX-99.1

Exhibit 99.1

ENTRAVISION COMMUNICATIONS CORPORATION REPORTS

FIRST QUARTER 2013 RESULTS

SANTA MONICA, CALIFORNIA, May 2, 2013 – Entravision Communications Corporation (NYSE: EVC) today reported financial results for the three-month period ended March 31, 2013.

Historical results, which are attached, are in thousands of U.S. dollars (except share and per share data). This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each of these non-GAAP financial measures, and a table reconciling each of these non-GAAP financial measures to its most directly comparable GAAP financial measure, is included beginning on page 7. Unaudited financial highlights are as follows:

	Three-Month Period Ended March 31,
	2013			2012			% Change
Net revenue	$	49,087		$	46,524			6	%
Operating expenses (1)		31,908			31,006			3	%
Corporate expenses (2)		4,497			3,881			16	%
Consolidated adjusted EBITDA (3)		13,380			11,624			15	%
Free cash flow (4)	$	3,438		$	1,444			138	%
Free cash flow per share (4)	$	0.04		$	0.02			100	%
Net income (loss) applicable to common stockholders	$	(957	)	$	(3,395	)		(72	)%
Net income (loss) per share applicable to common stockholders, basic and diluted	$	(0.01	)	$	(0.04	)		(75	)%
Weighted average common shares outstanding, basic and diluted		86,459,017			85,806,080

(1) Operating expenses include direct operating, selling, general and administrative expenses. Included in operating expenses are $0.2 million and $0.1 million of non-cash stock-based compensation for the three-month periods ended March 31, 2013 and 2012, respectively. Operating expenses do not include corporate expenses, depreciation and amortization, impairment charge, gain (loss) on sale of assets, gain (loss) on debt extinguishment and other income (loss).

(2) Corporate expenses include $0.7 million and $0.1 million of non-cash stock-based compensation for the three-month periods ended March 31, 2013 and 2012, respectively.

(3) Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our credit facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments. While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

(4) Free cash flow is defined as consolidated adjusted EBITDA less cash paid for income taxes, net interest expense, and capital expenditures. Net interest expense is defined as interest expense, less non-cash interest expense relating to amortization of debt finance costs, less non-cash interest expense relating to discount amortization on our $324 million aggregate principal amount of 8.750% senior secured first lien notes due 2017 (the “Notes”), and less interest income. Free cash flow per share is defined as free cash flow divided by the basic or diluted weighted average common shares outstanding.

Entravision Communications

Page 2 of 8

Commenting on the Company’s earnings results, Walter F. Ulloa, Chairman and Chief Executive Officer, said, “During the first quarter, we achieved revenue growth driven by increases in both our television and radio segments. Core revenue (excluding retransmission consent revenue and political advertising revenue) from our television and radio segments outperformed their respective industry averages, and we improved our free cash flow over the first quarter of 2012. Our audience shares remain strong in the nation’s most densely populated Hispanic markets, and we believe we are well positioned to benefit as the U.S. Hispanic market continues to expand and advertisers increasingly recognize the importance of reaching our target audience.”

Financial Results

Three-Month Period Ended March 31, 2013 Compared to Three-Month Period Ended

March 31, 2012

(Unaudited)

	Three-Month Period Ended March 31,
	2013			2012			% Change
Net revenue	$	49,087		$	46,524			6	%
Operating expenses (1)		31,908			31,006			3	%
Corporate expenses (1)		4,497			3,881			16	%
Depreciation and amortization		3,955			4,347			(9	)%
Operating income (loss)		8,727			7,290			20	%
Interest expense, net		(7,777	)		(9,096	)		(15	)%
Income (loss) before income taxes		950			(1,806	)		NM
Income tax (expense) benefit		(1,907	)		(1,589	)		20	%
Net income (loss)	$	(957	)	$	(3,395	)		(72	)%

(1) Operating expenses and corporate expenses are defined on page 1.

Net revenue increased to $49.1 million for the three-month period ended March 31, 2013 from $46.5 million for the three-month period ended March 31, 2012, an increase of $2.6 million. Of the overall increase, $1.8 million came from our television segment and was primarily attributable to an increase in local advertising revenue and an increase in retransmission consent revenue. Additionally, $0.8 million of the overall increase came from our radio segment and was primarily attributable to an increase in national advertising revenue.

Operating expenses increased to $31.9 million for the three-month period ended March 31, 2013 from $31.0 million for the three-month period ended March 31, 2012, an increase of $0.9 million. The increase was primarily attributable to an increase in expenses associated with the increase in net revenue and an increase in salary expense, partially offset by a decrease in bad debt expense.

Corporate expenses increased to $4.5 million for the three-month period ended March 31, 2013 from $3.9 million for the three-month period ended March 31, 2012, an increase of $0.6 million. The increase was primarily attributable to an increase in non-cash stock-based compensation expense.

Entravision Communications

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Segment Results

The following represents selected unaudited segment information:

	Three-Month Period Ended March 31,
	2013		2012		% Change
Net Revenue
Television	$	34,952	$	33,164		5	%
Radio	$	14,135	$	13,360		6	%
Total	$	49,087	$	46,524		6	%
Operating Expenses (1)
Television	$	18,914	$	18,535		2	%
Radio		12,994		12,471		4	%
Total	$	31,908	$	31,006		3	%
Corporate Expenses (1)	$	4,497	$	3,881		16	%
Consolidated adjusted EBITDA (1)	$	13,380	$	11,624		15	%

(1) Operating expenses, Corporate expenses, and Consolidated adjusted EBITDA are defined on page 1.

Entravision Communications Corporation will hold a conference call to discuss its 2013 first quarter results on May 2, 2013 at 5 p.m. Eastern Time. To access the conference call, please dial 412-858-4600 ten minutes prior to the start time. The call will be webcast live and archived for replay on the investor relations portion of the Company’s Web site located at www.entravision.com.

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television, radio and digital operations to reach Latino consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision’s UniMas network, with television stations in 19 of the nation’s top 50 Latino markets. The company also operates one of the nation’s largest groups of primarily Spanish-language radio stations, consisting of 49 owned and operated radio stations. Additionally, Entravision has a variety of cross-platform digital content and sales offerings designed to capitalize on the company’s leadership position within the Latino broadcasting community. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the Securities and Exchange Commission.

# # #

(Financial Table Follows)

For more information, please contact:

Christopher T. Young	Mike Smargiassi/Brad Edwards
Chief Financial Officer	Brainerd Communicators, Inc.
Entravision Communications Corporation	212-986-6667
310-447-3870

Entravision Communications

Page 4 of 8

Entravision Communications Corporation

Consolidated Balance Sheets

(In thousands)

	March 31, 2013			December 31, 2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	32,315		$	36,130
Trade receivables		46,361			48,030
Prepaid expenses and other current assets		4,960			4,245
Total current assets		83,636			88,405
Property and equipment, net		60,042			61,435
Intangible assets subject to amortization, net		21,714			22,349
Intangible assets not subject to amortization		220,701			220,701
Goodwill		36,647			36,647
Other assets		8,072			8,514
Total assets	$	430,812		$	438,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	200		$	150
Advances payable, related parties		118			118
Accounts payable and accrued expenses		29,855			39,158
Total current liabilities		30,173			39,426
Long-term debt, less current maturities		340,748			340,664
Other long-term liabilities		7,180			7,359
Deferred income taxes		47,043			45,201
Total liabilities		425,144			432,650
Stockholders’ equity
Class A common stock		6			5
Class B common stock		2			2
Class U common stock		1			1
Additional paid-in capital		932,037			930,814
Accumulated deficit		(926,378	)		(925,421	)
Total stockholders’ equity		5,668			5,401
Total liabilities and stockholders’ equity	$	430,812		$	438,051

Entravision Communications

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Entravision Communications Corporation

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three-Month Period Ended March 31,
	2013			2012
Net revenue	$	49,087		$	46,524
Expenses:
Direct operating expenses		24,225			21,634
Selling, general and administrative expenses		7,683			9,372
Corporate expenses		4,497			3,881
Depreciation and amortization		3,955			4,347
		40,360			39,234
Operating income (loss)		8,727			7,290
Interest expense		(7,784	)		(9,100	)
Interest income		7			4
Income (loss) before income taxes		950			(1,806	)
Income tax (expense) benefit		(1,907	)		(1,589	)
Net income (loss) applicable to common stockholders	$	(957	)	$	(3,395	)
Basic and diluted earnings per share:
Net income (loss) per share applicable to common stockholders, basic and diluted	$	(0.01	)	$	(0.04	)
Weighted average common shares outstanding, basic and diluted		86,459,017			85,806,080

Entravision Communications

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Entravision Communications Corporation

Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three-Month Period Ended March 31,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	(957	)	$	(3,395	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		3,955			4,347
Deferred income taxes		1,842			1,106
Amortization of debt issue costs		455			563
Amortization of syndication contracts		151			193
Payments on syndication contracts		(325	)		(467	)
Non-cash stock-based compensation		872			261
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		1,916			3,269
(Increase) decrease in prepaid expenses and other assets		(828	)		(644	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(8,692	)		(11,539	)
Net cash provided by (used in) operating activities		(1,611	)		(6,306	)
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(2,555	)		(1,164	)
Net cash provided by (used in) investing activities		(2,555	)		(1,164	)
Cash flows from financing activities:
Proceeds from issuance of common stock		351			—
Payments of deferred debt and offering costs		—			(80	)
Net cash provided by (used in) financing activities		351			(80	)
Net increase (decrease) in cash and cash equivalents		(3,815	)		(7,550	)
Cash and cash equivalents:
Beginning		36,130			58,719
Ending	$	32,315		$	51,169

Entravision Communications

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Entravision Communications Corporation

Reconciliation of Consolidated Adjusted EBITDA to Cash Flows From Operating Activities

(In thousands; unaudited)

The most directly comparable GAAP financial measure is operating cash flow. A reconciliation of this non-GAAP measure to cash flows from operating activities for each of the periods presented is as follows:

	Three-Month Period Ended March 31,
	2013			2012
Consolidated adjusted EBITDA (1)	$	13,380		$	11,624
Interest expense		(7,784	)		(9,100	)
Interest income		7			4
Income tax (expense) benefit		(1,907	)		(1,589	)
Amortization of syndication contracts		(151	)		(193	)
Payments on syndication contracts		325			467
Non-cash stock-based compensation included in direct operating expenses		(184	)		(13	)
Non-cash stock-based compensation included in selling, general and administrative expenses		—			(109	)
Non-cash stock-based compensation included in corporate expenses		(688	)		(139	)
Depreciation and amortization		(3,955	)		(4,347	)
Net income (loss)		(957	)		(3,395	)
Depreciation and amortization		3,955			4,347
Deferred income taxes		1,842			1,106
Amortization of debt issue costs		455			563
Amortization of syndication contracts		151			193
Payments on syndication contracts		(325	)		(467	)
Non-cash stock-based compensation		872			261
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in accounts receivable		1,916			3,269
(Increase) decrease in prepaid expenses and other assets		(828	)		(644	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(8,692	)		(11,539	)
Cash flows from operating activities	$	(1,611	)	$	(6,306	)

(1) Consolidated adjusted EBITDA is defined on page 1.

Entravision Communications

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Entravision Communications Corporation

Reconciliation of Free Cash Flow to Net Income (Loss)

(In thousands; unaudited)

The most directly comparable GAAP financial measure is net income (loss). A reconciliation of this non-GAAP measure to net income (loss) for each of the periods presented is as follows:

	Three-Month Period Ended March 31,
	2013			2012
Consolidated adjusted EBITDA (1)	$	13,380		$	11,624
Net interest expense (1)		7,322			8,533
Cash paid (refunded) for income taxes		65			483
Capital expenditures (2)		2,555			1,164
Free cash flow (1)		3,438			1,444
Capital expenditures (2)		2,555			1,164
Amortization of debt issue costs		(455	)		(563	)
Non-cash income tax expense		(1,842	)		(1,106	)
Amortization of syndication contracts		(151	)		(193	)
Payments on syndication contracts		325			467
Non-cash stock-based compensation included in direct operating expenses		(184	)		(13	)
Non-cash stock-based compensation included in selling, general and administrative expenses		—			(109	)
Non-cash stock-based compensation included in corporate expenses		(688	)		(139	)
Depreciation and amortization		(3,955	)		(4,347	)
Net income (loss)	$	(957	)	$	(3,395	)

(1) Consolidated adjusted EBITDA, net interest expense, and free cash flow are defined on page 1.

(2) Capital expenditures is not part of the consolidated statement of operations.

EX-99.2

Exhibit 99.2

ENTRAVISION COMMUNICATIONS ANNOUNCES INTENTION TO SEEK

NEW SECURED BANK CREDIT FACILITY

SANTA MONICA, CALIFORNIA, May 2, 2013 – Entravision Communications Corporation (NYSE: EVC) today announced its intention to seek a new secured bank credit facility (the “New Facility”). Entravision currently anticipates that the proceeds of any New Facility would be used to: (i) refinance and terminate all of its outstanding obligations under its existing secured bank credit facility; (ii) redeem in full and terminate all of its outstanding obligations under the Company’s 8.75% Senior Notes due 2017 (the “Senior Notes”), and (iii) pay any fees and expenses in connection therewith. The Company currently intends to seek the New Facility in May 2013.

The Company has not entered into any agreement for the New Facility, or any similar agreement. There can be no assurance that the Company will enter into a New Facility, or any similar agreement, on terms that are favorable to the Company, or at all.

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the Securities and Exchange Commission.

About Entravision Communications Corporation:

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television, radio and digital operations to reach Latino consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision’s UniMas network, with television stations in 19 of the nation’s top 50 Latino markets. The company also operates one of the nation’s largest groups of primarily Spanish-language radio stations, consisting of 49 owned and operated radio stations. Additionally, Entravision has a variety of cross-platform digital content and sales offerings designed to capitalize on the company’s leadership position within the Latino broadcasting community. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

Contacts:

For Entravision:

Mike Smargiassi / Kathleen Hopkins

Brainerd Communicators, Inc.

smarg@braincomm.com / khopkins@braincomm.com

212-986-6667

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