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):  March 2, 2017

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 March 2, 2017, Entravision Communications Corporation (the “Company”) issued a press release announcing its results of operations for the three- and twelve-month period ended December 31, 2016.  A copy of that press release is furnished herewith as Exhibit 99.1.

The information provided pursuant to Item 2.02 in this Current Report on Form 8-K, including the exhibit thereto, 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 5.02(c)   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2017, the Company promoted Jeffery A. Liberman to President & Chief Operating Officer. The Company previously entered into a three-year employment agreement with Mr. Liberman, effective January 1, 2016, and the terms of such employment agreement will continue. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01   Other Events.

On March 2, 2017, the Company announced that it had entered into a definitive agreement to acquire the business of Headway, a provider of digital marketing solutions focused primarily in the United States, Mexico and Latin America.  The transaction, which will be funded from Entravision’s cash on hand, is expected to close early in the second quarter. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Entravision Communications Corporation on March 2, 2017 announcing its results of operations for the three- and twelve-month period ended December 31, 2016.

99.2 Press release issued by Entravision Communications Corporation on March 2, 2017 announcing the promotion of Jeffery A. Liberman to President & Chief Operating Officer.

99.3 Press release issued by Entravision Communications Corporation on March 2, 2017 announcing the entrance into a definitive agreement to acquire the business of Headway.

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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:  March 2, 2017	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 99.2 99.3	Press release issued by Entravision Communications Corporation on March 2, 2017. Press release issued by Entravision Communications Corporation on March 2, 2017. Press release issued by Entravision Communications Corporation on March 2, 2017.

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EX-99.1

Exhibit 99.1

ENTRAVISION COMMUNICATIONS CORPORATION REPORTS

FOURTH QUARTER AND FULL YEAR 2016 RESULTS

- Anticipates Receiving $264 Million from the FCC Auction for Broadcast Spectrum –

- Announces Quarterly Cash Dividend of $0.03125 Per Share –

- Prepays $20 Million of Term Loan in the Fourth Quarter –

- Enters into Definitive Agreement to Acquire the Digital Performance Marketing Provider Headway –

SANTA MONICA, CALIFORNIA, March 2, 2017 – Entravision Communications Corporation (NYSE: EVC) today reported financial results for the three- and twelve-month periods ended December 31, 2016.

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 10. Unaudited financial highlights are as follows:

	Three Months Ended							Twelve Months Ended
	December 31,							December 31,
	2016		2015		% Change			2016		2015		% Change
Net revenue	$	70,291	$	65,432		7	%	$	258,514	$	254,134		2	%
Cost of revenue - digital media (1)		3,043		2,609		17	%		9,536		7,242		32	%
Operating expenses (2)		41,102		39,620		4	%		160,237		153,138		5	%
Corporate expenses (3)		7,918		6,942		14	%		24,543		22,520		9	%
Consolidated adjusted EBITDA (4)		20,620		18,782		10	%		69,243		76,324		(9	)%
Free cash flow (5)	$	14,919	$	13,523		10	%	$	45,204	$	49,673		(9	)%
Net income	$	7,003	$	5,807		21	%	$	20,405	$	25,625		(20	)%
Net income per share, basic	$	0.08	$	0.07		14	%	$	0.23	$	0.29		(21	)%
Net income per share, diluted	$	0.08	$	0.06		33	%	$	0.22	$	0.28		(21	)%
Weighted average common shares outstanding, basic		89,733,294		88,217,563					89,340,589		87,920,230
Weighted average common shares outstanding, diluted		91,642,487		90,570,304					91,303,056		90,295,185

(1) Cost of revenue consists primarily of the costs of online media acquired from third-party publishers. Media cost is classified as cost of revenue in the period in which the corresponding revenue is recognized.

(2) Operating expenses include direct operating, selling, general and administrative expenses. Included in operating expenses are $0.6 million and $1.0 million of non-cash stock-based compensation for the three-month periods ended December 31, 2016 and 2015, respectively and $1.3 million and $1.9 million of non-cash stock-based compensation for the twelve-month periods ended December 31, 2016 and 2015, 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).

(3) Corporate expenses include $1.8 million and $1.6 million of non-cash stock-based compensation for the three-month periods ended December 31, 2016 and 2015, respectively and $3.7 million and $3.3 million of non-cash stock-based compensation for the twelve-month periods ended December 31, 2016 and 2015, respectively.

(4) 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,

Entravision Communications

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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.

(5) 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, and less interest income.

Commenting on the Company’s earnings results, Walter F. Ulloa, Chairman and Chief Executive Officer, said, “During the fourth quarter, we achieved revenue growth driven by increases in our television, radio and digital media segments. We also improved our free cash flow and net income over the fourth quarter of 2015.  Additionally, we continued to grow our digital segment revenue and build our digital footprint through Pulpo Media, which provides us with an integrated platform to connect advertisers and marketers with Latino audiences. Looking ahead, we remain well positioned to build on our success in further attracting Latino audiences, expanding our advertiser base and monetizing our reach to the benefit of our shareholders.”

FCC Auction for Broadcast Spectrum

The Federal Communication Commission recently completed the reverse auction for broadcast spectrum which resulted in anticipated proceeds of approximately $264 million for the Company. The anticipated proceeds reflect the FCC’s acceptance of one or more bids placed by the Company during the auction to modify and/or relinquish spectrum usage rights for certain of its television stations.  We do not expect that the modification and/or relinquishment of the spectrum usage rights will result in material changes in the operations or results of the Company.  The Company expects to receive the proceeds in the second half of 2017.

Quarterly Cash Dividend and Prepayment of Outstanding Debt

The Company announced today that its Board of Directors has approved a quarterly cash dividend to shareholders of $0.03125 per share of the Company's Class A, Class B and Class U common stock, in an aggregate amount of approximately $2.8 million. The quarterly dividend will be payable on March 31, 2017 to shareholders of record as of the close of business on March 14, 2017, and the common stock will trade ex-dividend on March 10, 2017. As previously announced, the Company currently anticipates that future cash dividends will be paid on a quarterly basis; however, any decision to pay future cash dividends will be subject to approval by the Board.

During the fourth quarter of 2016, the Company voluntarily prepaid $20.0 million of term loans under its senior secured term loan credit facility.

Definitive Agreement to Acquire the Digital Performance Marketing Provider Headway

The Company has entered into a definitive agreement to acquire the business of Headway, a leading provider of mobile, programmatic, data and performance digital marketing solutions focused primarily in the United States, Mexico and Latin America.  The transaction, which will be funded from the Company’s cash on hand, is expected to close early in the second quarter. 

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Financial Results

Three-Month Period Ended December 31, 2016 Compared to Three-Month Period Ended

December 31, 2015

(Unaudited)

	Three Months Ended
	December 31,
	2016			2015			% Change
Net revenue	$	70,291		$	65,432			7	%
Cost of revenue - digital media (1)		3,043			2,609			17	%
Operating expenses (1)		41,102			39,620			4	%
Corporate expenses (1)		7,918			6,942			14	%
Depreciation and amortization		3,618			4,039			(10	)%
Operating income		14,610			12,222			20	%
Interest expense, net		(3,746	)		(3,264	)		15	%
Gain (loss) on debt extinguishment		(161	)		(204	)		(21	)%
Income before income taxes		10,703			8,754			22	%
Income tax (expense) benefit		(3,700	)		(2,947	)		26	%
Net income	$	7,003		$	5,807			21	%

(1) Cost of revenue, operating expenses and corporate expenses are defined on page 1.

Net revenue increased to $70.3 million for the three-month period ended December 31, 2016 from $65.4 million for the three-month period ended December 31, 2015, an increase of $4.9 million. Of the overall increase, approximately $3.6 million was attributed to our television segment and was primarily attributable to an increase in political advertising revenue, which was not material in 2015, partially offset by decreases in local and national advertising revenue. Additionally we had an increase of $0.9 million in the radio segment primarily attributable to an increase in political advertising revenue, which was not material in 2015, and an increase in national advertising revenue partially offset by a decrease in local advertising revenue.  The remaining $0.4 million was attributed to our digital segment and was primarily attributable to increases in local and national revenue.

Cost of revenue increased to $3.0 million for the three-month period ended December 31, 2016 from $2.6 million for the three-month period ended December 31, 2015, an increase of $0.4 million, due to increased online media costs associated with generating increased net revenue in our digital segment.

Operating expenses increased to $41.1 million for the three-month period ended December 31, 2016 from $39.6million for the three-month period ended December 31, 2015, an increase of $1.5 million. The increase was primarily attributable to expenses associated with generating increased advertising revenue and increases in salary expense, insurance expense and promotional expense.  

Corporate expenses increased to $7.9million for the three-month period ended December 31, 2016 from $6.9million for the three-month period ended December 31, 2015, an increase of $1.0 million. The increase was primarily attributable to legal and financial due diligence costs related to the pending acquisition of Headway and increases in salary expense and non-cash stock-based compensation expense.

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Twelve-Month Period Ended December 31, 2016 Compared to Twelve-Month Period Ended

December 31, 2015

(Unaudited)

	Twelve Months Ended
	December 31,
	2016			2015			% Change
Net revenue	$	258,514		$	254,134			2	%
Cost of revenue - digital media (1)		9,536			7,242			32	%
Operating expenses (1)		160,237			153,138			5	%
Corporate expenses (1)		24,543			22,520			9	%
Depreciation and amortization		15,342			15,989			(4	)%
Operating income		48,856			55,245			(12	)%
Interest expense, net		(15,169	)		(13,002	)		17	%
Gain (loss) on debt extinguishment		(161	)		(204	)		(21	)%
Income before income taxes		33,526			42,039			(20	)%
Income tax (expense) benefit		(13,121	)		(16,414	)		(20	)%
Net income	$	20,405		$	25,625			(20	)%

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

Net revenue increased to $258.5 million for the twelve-month period ended December 31, 2016 from $254.1 million for the twelve-month period ended December 31, 2015, an increase of $4.4 million. Of the overall increase, $4.3 million was attributed to our digital media segment and was primarily attributable to increases in local and national advertising revenue. Additionally, approximately $0.4 million of the overall increase was attributed to our television segment and was primarily attributable to an increase in political revenue, which was not material in 2015, and an increase in national advertising revenue. This increase was offset by a decrease of approximately $10.5 million of revenue associated with television station channel modifications made by the Company in order to accommodate the operations of a telecommunications operator in 2015, which did not recur in 2016. These increases were partially offset by a decrease of $0.3 million that was attributed to our radio segment, primarily attributable to a decrease in local advertising revenue, partially offset by an increase in political advertising revenue, which was not material in 2015

Cost of revenue increased to $9.5 million for the twelve-month period ended December 31, 2016 from $7.2 million for the twelve-month period ended December 31, 2015, an increase of $2.3 million, due to increased online media costs associated with generating increased net revenue in our digital media segment.

Operating expenses increased to $160.2 million for the twelve-month period ended December 31, 2016 from $153.1 million for the twelve-month period ended December 31, 2015, an increase of $7.1 million. The increase was primarily attributable to expenses associated with generating increased advertising revenue and increases in salary expense and insurance expense.  

Corporate expenses increased to $24.5 million for the twelve-month period ended December 31, 2016 from $22.5 million for the twelve-month period ended December 31, 2015, an increase of $2.0 million. The increase was primarily attributable to legal and financial due diligence costs related to the pending acquisition of Headway and increases in salary expense and non-cash stock-based compensation expense.

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Segment Results

The following represents selected unaudited segment information:

	Three Months Ended							Twelve Months Ended
	December 31,							December 31,
	2016			2015	% Change			2016			2015	% Change
Net Revenue
Television	$	43,380	$	39,789		9	%	$	159,523	$	159,081		0	%
Radio		20,242		19,376		4	%		75,847		76,161		(0	)%
Digital		6,669		6,267		6	%		23,144		18,892		23	%
Total	$	70,291	$	65,432		7	%	$	258,514	$	254,134		2	%
Cost of Revenue - digital media (1)
Digital		3,043		2,609		17	%		9,536		7,242		32	%
Operating Expenses (1)
Television	$	21,312	$	20,738		3	%	$	83,611	$	80,666		4	%
Radio		16,904		15,973		6	%		65,390		61,970		6	%
Digital		2,886		2,909		(1	)%		11,236		10,502		7	%
Total	$	41,102	$	39,620		4	%	$	160,237	$	153,138		5	%
Corporate Expenses (1)	$	7,918	$	6,942		14	%	$	24,543	$	22,520		9	%
Consolidated adjusted EBITDA (1)	$	20,620	$	18,782		10	%	$	69,243	$	76,324		(9	)%

(1) Cost of revenue, operating expenses, corporate expenses, and consolidated adjusted EBITDA are defined on page 1.

Entravision Communications Corporation will hold a conference call to discuss its 2016 fourth quarter and full year results on March 2, 2017 at 5 p.m. Eastern Time. To access the conference call, please dial 412-317-5440 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 leading media company that reaches and engages U.S. Latinos across acculturation levels and media channels, as well as consumers in Mexico. The Company’s comprehensive portfolio incorporates integrated media and marketing solutions comprised of acclaimed television, radio, digital properties, events, and data analytics services. Entravision has 54 primary television stations and is the largest affiliate group of both the Univision and UniMás television networks. Entravision also owns and operates 49 primarily Spanish-language radio stations featuring nationally recognized talent, as well as the Entravision Audio Network and Entravision Solutions, a coast-to-coast national spot and network sales and marketing organization representing Entravision’s owned and operated, as well as its affiliate partner, radio stations. According to comScore Media Metrix®, Entravision’s digital operating group, Pulpo, is the #1-ranked online advertising platform in Hispanic reach, and Pulpo’s comprehensive media offering, data, and consumer insights lead the industry. 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)

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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

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Entravision Communications Corporation

Consolidated Balance Sheets

(In thousands; unaudited)

	December 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	61,520		$	47,924
Trade receivables, net of allowance for doubtful accounts		65,072			66,399
Prepaid expenses and other current assets		4,870			5,705
Total current assets		131,462			120,028
Property and equipment, net		55,368			57,874
Intangible assets subject to amortization, net		13,120			16,656
Intangible assets not subject to amortization		220,701			220,701
Goodwill		50,081			50,081
Deferred income taxes		44,677			57,929
Other assets		2,512			1,693
Total assets	$	517,921		$	524,962
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	3,750		$	3,750
Accounts payable and accrued expenses		30,810			29,787
Total current liabilities		34,560			33,537
Long-term debt, less current maturities, net of unamortized debt issuance costs		286,697			309,587
Other long-term liabilities		13,208			14,565
Total liabilities		334,465			357,689
Stockholders' equity
Class A common stock		7			6
Class B common stock		2			2
Class U common stock		1			1
Additional paid-in capital		904,867			910,228
Accumulated deficit		(718,444	)		(738,849	)
Accumulated other comprehensive income (loss)		(2,977	)		(4,115	)
Total stockholders' equity		183,456			167,273
Total liabilities and stockholders' equity	$	517,921		$	524,962

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Entravision Communications Corporation

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three-Month Period						Twelve-Month Period
	Ended December 31,						Ended December 31,
	2016			2015			2016			2015
Net revenue	$	70,291		$	65,432		$	258,514		$	254,134
Expenses:
Cost of revenue - digital media		3,043			2,609			9,536			7,242
Direct operating expenses		29,098			28,970			113,439			110,323
Selling, general and administrative expenses		12,004			10,650			46,798			42,815
Corporate expenses		7,918			6,942			24,543			22,520
Depreciation and amortization		3,618			4,039			15,342			15,989
		55,681			53,210			209,658			198,889
Operating income		14,610			12,222			48,856			55,245
Interest expense		(3,850	)		(3,278	)		(15,469	)		(13,047	)
Interest income		104			14			300			45
Gain (loss) on debt extinguishment		(161	)		(204	)		(161	)		(204	)
Income before income taxes		10,703			8,754			33,526			42,039
Income tax (expense) benefit		(3,700	)		(2,947	)		(13,121	)		(16,414	)
Net income	$	7,003		$	5,807		$	20,405		$	25,625
Basic and diluted earnings per share:
Net income per share, basic	$	0.08		$	0.07		$	0.23		$	0.29
Net income per share, diluted	$	0.08		$	0.06		$	0.22		$	0.28
Cash dividends declared per common share, basic	$	0.03		$	0.03		$	0.13		$	0.11
Cash dividends declared per common share, diluted	$	0.03		$	0.03		$	0.12		$	0.10
Weighted average common shares outstanding, basic		89,733,294			88,217,563			89,340,589			87,920,230
Weighted average common shares outstanding, diluted		91,642,487			90,570,304			91,303,056			90,295,185

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Entravision Communications Corporation

Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three-Month Period						Twelve-Month Period
	Ended December 31,						Ended December 31,
	2016			2015			2016			2015
Cash flows from operating activities:
Net income	$	7,003		$	5,807		$	20,405		$	25,625
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,618			4,039			15,342			15,989
Deferred income taxes		3,641			2,900			12,528			15,664
Amortization of debt issue costs		197			202			776			797
Amortization of syndication contracts		109			98			398			360
Payments on syndication contracts		(118	)		(133	)		(388	)		(510	)
Non-cash stock-based compensation		2,401			2,556			5,035			5,240
(Gain) loss on debt extinguishment		161			204			161			204
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in trade receivables		(4,407	)		(1,974	)		1,397			871
(Increase) decrease in prepaid expenses and other current assets		1,391			579			439			(499	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		4,395			1,121			1,203			(1,458	)
Net cash provided by operating activities		18,391			15,399			57,296			62,283
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(2,093	)		(2,150	)		(9,053	)		(13,696	)
Purchases of short term investments: CDs		-			-			(30,000	)		-
Proceeds from short term investments: CDs		-			-			30,000			-
Purchases of investments		(250	)		-			(500	)		-
Net cash used in investing activities		(2,343	)		(2,150	)		(9,553	)		(13,696	)
Cash flows from financing activities:
Proceeds from issuance of common stock		298			363			2,183			2,177
Tax payments related to shares withheld for share-based compensation plans		(1,403	)		-			(1,403	)		-
Payments on long-term debt		(20,937	)		(20,937	)		(23,750	)		(23,750	)
Dividend paid		(2,806	)		(2,759	)		(11,177	)		(9,350	)
Payment of contingent consideration		-			-			-			(1,000	)
Net cash used in financing activities		(24,848	)		(23,333	)		(34,147	)		(31,923	)
Net increase (decrease) in cash and cash equivalents		(8,800	)		(10,084	)		13,596			16,664
Cash and cash equivalents:
Beginning		70,320			58,008			47,924			31,260
Ending	$	61,520		$	47,924		$	61,520		$	47,924

Entravision Communications

Page 10 of 11

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						Twelve-Month Period
	Ended December 31,						Ended December 31,
	2016				2015		2016				2015
Consolidated adjusted EBITDA (1)	$	20,620		$	18,782		$	69,243		$	76,324
Interest expense		(3,850	)		(3,278	)		(15,469	)		(13,047	)
Interest income		104			14			300			45
Gain (loss) on debt extinguishment		(161	)		(204	)		(161	)		(204	)
Income tax (expense) benefit		(3,700	)		(2,947	)		(13,121	)		(16,414	)
Amortization of syndication contracts		(109	)		(98	)		(398	)		(360	)
Payments on syndication contracts		118			133			388			510
Non-cash stock-based compensation included in direct operating
expenses		(630	)		(951	)		(1,330	)		(1,931	)
Non-cash stock-based compensation included in corporate expenses		(1,771	)		(1,605	)		(3,705	)		(3,309	)
Depreciation and amortization		(3,618	)		(4,039	)		(15,342	)		(15,989	)
Net income		7,003			5,807			20,405			25,625
Depreciation and amortization		3,618			4,039			15,342			15,989
Deferred income taxes		3,641			2,900			12,528			15,664
Amortization of debt issuance costs		197			202			776			797
Amortization of syndication contracts		109			98			398			360
Payments on syndication contracts		(118	)		(133	)		(388	)		(510	)
Non-cash stock-based compensation		2,401			2,556			5,035			5,240
(Gain) loss on debt extinguishment		161			204			161			204
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(4,407	)		(1,974	)		1,397			871
(Increase) decrease in prepaid expenses and other assets		1,391			579			439			(499	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		4,395			1,121			1,203			(1,458	)
Net cash provided by (used in ) operating activities	$	18,391		$	15,399		$	57,296		$	62,283

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

Entravision Communications

Page 11 of 11

Entravision Communications Corporation

Reconciliation of Free Cash Flow 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						Twelve-Month Period
	Ended December 31,						Ended December 31,
		2016			2015			2016		2015
Consolidated adjusted EBITDA (1)	$	20,620		$	18,782		$	69,243	$	76,324
Net interest expense (1)		3,549			3,062			14,393		12,205
Cash paid for income taxes		59			47			593		750
Capital expenditures (2)		2,093			2,150			9,053		13,696
Free cash flow (1)		14,919			13,523			45,204		49,673
Capital expenditures (2)		2,093			2,150			9,053		13,696
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(4,407	)		(1,974	)		1,397		871
(Increase) decrease in prepaid expenses and other assets		1,391			579			439		(499	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		4,395			1,121			1,203		(1,458	)
Cash Flows From Operating Activities	$	18,391		$	15,399		$	57,296	$	62,283

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

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

EX-99.2

Exhibit 99.2

Entravision Communications Corporation Promotes
Jeffery Liberman to President and Chief Operating Officer

Elevates experienced media industry executive

Santa Monica, CA (March 2, 2017) — Entravision Communications Corporation (NYSE: EVC), a diversified media company serving Latino audiences and communities across acculturation levels, today announced that it has promoted Jeffery Liberman to the additional position of President, effective immediately. As Entravision’s President & Chief Operating Officer, Liberman will continue to lead the management and operation of all of Entravision’s radio, television and digital media properties, and will continue to report directly to Walter F. Ulloa, Chairman & Chief Executive Officer of Entravision.

“Jeff has helped grow and lead the company through his service, business insights and commitment ever since joining Entravision almost two decades ago,” said Ulloa. “He has been an integral part of our senior executive team in setting our strategic vision and executing on our business plans, in addition to his numerous contributions to serving the Latino community.”

“I am excited by this additional role and the opportunity to take on additional responsibilities in the future,” said Liberman. “I look forward to working together with our incredible team in developing and implementing new strategic business initiatives and continuing to engage with our advertising partners and our expanding audience.”

Jeffery Liberman joined Entravision in 2000 following the company’s acquisition of Latin Communications Group. An industry veteran with over forty years of experience and a strong background in Spanish-language media, Liberman has been instrumental in Entravision’s success, including expanding the company’s media portfolio, overseeing the company’s digital initiatives and launching new content initiatives. Liberman has served as Entravision’s Chief Operating Officer since 2012.

About Entravision Communications Corporation

Entravision Communications Corporation is a leading media company that reaches and engages U.S. Latinos across acculturation levels and media channels, as well as consumers in Mexico. The company’s comprehensive portfolio incorporates integrated media and marketing solutions comprised of acclaimed television, radio, digital properties, events, and data analytics services. Entravision has 54 primary television stations and is the largest affiliate group of both the Univision and UniMás television networks. Entravision also owns and operates 49 primarily Spanish-language radio stations featuring nationally recognized talent, as well as the Entravision Audio Network and Entravision Solutions, a coast-to-coast national spot and network sales and marketing organization representing Entravision’s owned and operated, as well as its affiliate partner, radio stations. According to comScore Media Metrix®, Entravision’s digital operating group, Pulpo, is the #1-ranked online advertising platform in Hispanicreach, and Pulpo’s comprehensive media offering, data, and consumer insights lead the industry. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.www.entravision.com.

#  #  #

Contact for Entravision:

Nick Paik

Brainerd Communicators, Inc.

Paik@braincomm.com

212-986-6667

EX-99.3

Exhibit 99.3

ENTRAVISION COMMUNICATIONS CORPORATION TO EXPAND DIGITAL MARKETING CAPABILITIES WITH ACQUISITION OF HEADWAY

Leading Digital Mobile, Programmatic, Data and Performance Marketing Platform Targets the U.S. Hispanic and Latin American Market

Leverages Entravision’s U.S. Hispanic reach, sales organization and existing #1 Hispanic Digital Audience Platform, Pulpo

SANTA MONICA, CA - March 2, 2017 –Entravision Communications Corporation (NYSE: EVC), a diversified media company serving Latino audiences and communities across acculturation levels, today announced that it has entered into a definitive agreement to acquire the business of Headway (www.headwaydigital.com), a leading provider of mobile, programmatic, data and performance digital marketing solutions primarily in the U.S., Mexico and Latin America.

Founded in 2010, Headway is a pioneer and leader in digital advertising. Its rapid growth, strong advertiser base, proprietary data assets and programmatic demand-side platform offers unique performance targeting technology and data systems solutions to top advertisers and agencies.

“The addition of Headway enhances the digital capabilities that Entravision offers to our advertising and marketing partners and our ability to target audiences and consumers,” said Walter F. Ulloa, Chairman and Chief Executive Officer of Entravision. “Led by a seasoned executive team, Headway combines best in class marketing technology with a strong sales organization, product innovation and holistic operations.  We expect this transaction will help us fulfill our goal of doubling Entravision’s digital revenue to more than 20% of our total revenue.  It further strengthens our leadership in digital marketing to U.S. Latinos, as well as expands our services to reach the 600 million people in the Latin American market.”

“The Headway acquisition represents an important milestone for Entravision,” said Esteban Lopez Blanco, Entravision’s Chief Strategy Officer.  “This transaction will provide synergies with our more than 300 local and national transmedia sales team members in the U.S., and the Latin America region.  It brings huge opportunities as digital ad spend, e-commerce, internet and smartphone penetration will continue to grow at accelerated rates for many years as compared to the U.S. market.  This transaction will accelerate our digital innovation and growth by providing new products and markets while broadening our scale. We will also be increasing our proprietary data assets for Latinos with the merger of Pulpo data and Headway’s DataXpand DMP. Finally, and very importantly, the acquisition of Headway helps Entravision dramatically expand its programmatic marketing capabilities via Headway's strong relationship with MediaMath. As the top global tech company for marketers, MediaMath combines advanced marketing software with global reach and scale. Headway and MediaMath's clients include the top agency holding companies and brands across Latin America.”

“This transaction represents a historical milestone for Headway,” said Martin Kogan, Chief Executive Officer of Headway.  “By integrating into Entravision, we will become part of a larger organization that will provide additional scale, resources, support and synergies that continue to allow us to more efficiently grow our business and invest in product development, expansion of our team and securing relationships with new clients and partners.  I am excited

about the value Headway mobile, creative, video, display, data, performance and programmatic expertise can bring to the table as we gain access to Entravision’s assets, talent, technology and sales and marketing teams.”

Headway is headquartered in Buenos Aires, Argentina and has 152 employees in 18 offices principally located in North and South America.  Following the closing of the transaction, Martin Kogan will continue to lead the company as Chief Executive Officer, with Agustin Echavarría Coll continuing to serve as Chief Revenue Officer.

About Entravision Communications Corporation

Entravision Communications Corporation is a leading media company that reaches and engages U.S. Latinos across acculturation levels and media channels, as well as consumers in Mexico. The company’s comprehensive portfolio incorporates integrated media and marketing solutions comprised of acclaimed television, radio, digital properties, events, and data analytics services. Entravision has 54 primary television stations and is the largest affiliate group of both the Univision and UniMás television networks. Entravision also owns and operates 49 primarily Spanish-language radio stations featuring nationally recognized talent, as well as the Entravision Audio Network and Entravision Solutions, a coast-to-coast national spot and network sales and marketing organization representing Entravision’s owned and operated, as well as its affiliate partner, radio stations. According to comScore Media Metrix®, Entravision’s digital operating group, Pulpo, is the #1-ranked online advertising platform in Hispanic reach, and Pulpo’s comprehensive media offering, data, and consumer insights lead the industry. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.www.entravision.com.

About Headway

Headway, marketing powered by technology, is the leading data-driven media buying company for marketers worldwide, integrating proprietary technology and state-of-the-art partner platforms. With 18 offices currently open around the world, Headway’s solutions help brands optimize and target ads to drive consumer engagement. Since 2010, the company's technology combines DMP and powerful media buying capabilities in a one stop advertising platform for seamless, data-driven campaigns for web, mobile, video, social and other digital platforms in emerging and developed markets alike. For more information, visitwww.headwaydigital.com or email info@headwaydigital.com.

#  #  #

Contact for Entravision:

Kathleen Hopkins / Mike Smargiassi

Brainerd Communicators, Inc.

hopkins@braincomm.com / smarg@braincomm.com

212-986-6667