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):  November 7, 2018

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-15997	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02   Results of Operations and Financial Condition.

On November 7, 2018, Entravision Communications Corporation (the “Company”) issued a press release announcing its results of operations for the three-month period ended September 30, 2018.  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   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2018, the Company announced the decision of Mario Carrera to resign as Chief Revenue Officer, to be effective as of a date as mutually agreed with the Company. A copy of that press release is furnished herewith as Exhibit 99.2.

The information provided in Exhibit 99.2 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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 9.01   Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release issued by Entravision Communications Corporation on November 7, 2018 announcing its results of operations for the three-month period ended September 30, 2018.
99.2	Press release issued by Entravision Communications Corporation on November 7, 2018 announcing the decision of Mario Carrera to resign as Chief Revenue Officer.

- 2 -

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:  November 7, 2018	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer

- 3 -

EX-99.1

Exhibit 99.1

ENTRAVISION COMMUNICATIONS CORPORATION REPORTS

THIRD QUARTER 2018 RESULTS

- Announces Quarterly Cash Dividend of $0.05 Per Share –

SANTA MONICA, CALIFORNIA, November 7, 2018 – Entravision Communications Corporation (NYSE: EVC) today reported financial results for the three- and nine-month periods ended September 30, 2018.

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, are included beginning on page 11. Unaudited financial highlights are as follows:

	Three-Month Period							Nine-Month Period
	Ended September 30,							Ended September 30,
	2018		2017		% Change			2018		2017		% Change
Net revenue:
Revenue from advertising and retransmission consent	$	73,397	$	70,612		4	%	$	213,933	$	198,631		8	%
Revenue from spectrum usage rights		1,178		263,943		(100	)%		1,809		263,943		(99	)%
Total net revenue		74,575		334,555		(78	)%		215,742		462,574		(53	)%
Cost of revenue - television (spectrum usage rights) (1)		-		12,131		(100	)%		-		12,131		(100	)%
Cost of revenue - digital media (1)		13,240		9,910		34	%		35,249		20,424		73	%
Operating expenses (2)		44,092		43,044		2	%		132,209		123,281		7	%
Corporate expenses (3)		6,913		8,209		(16	)%		19,154		19,695		(3	)%
Consolidated adjusted EBITDA (4)		11,299		12,707		(11	)%		33,102		40,201		(18	)%
Free cash flow (5)	$	1,887	$	268,849		(99	)%	$	12,142	$	281,717		(96	)%
Net income (loss)	$	2,215	$	157,208		(99	)%	$	5,248	$	163,321		(97	)%
Net income (loss) per share, basic	$	0.02	$	1.74		(99	)%	$	0.06	$	1.81		(97	)%
Net income (loss) per share, diluted	$	0.02	$	1.71		(99	)%	$	0.06	$	1.78		(97	)%
Weighted average common shares outstanding, basic		88,852,342		90,517,492					89,371,750		90,370,679
Weighted average common shares outstanding, diluted		90,122,425		92,161,108					90,574,663		91,985,946

(1) Cost of revenue – digital media 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. Cost of revenue – television (spectrum usage rights) consists primarily of the carrying value of spectrum usage rights surrendered in the FCC auction for broadcast spectrum.

(2) Operating expenses include direct operating and selling, general and administrative expenses. Included in operating expenses are $0.2 million and $0.3 million of non-cash stock-based compensation for the three-month periods ended September 30, 2018 and 2017, respectively, and $0.4 million and $0.8 million of non-cash stock-based compensation for the nine-month periods ended September 30, 2018 and 2017, respectively. Operating expenses do not include corporate expenses, foreign currency (gain) loss, depreciation and amortization, impairment charge, gain (loss) on sale of assets, gain (loss) on debt extinguishment, other income (loss) and change in fair value of contingent consideration.

(3) Corporate expenses include $1.1 million and $0.8 million of non-cash stock-based compensation for the three-month periods ended September 30, 2018 and 2017, respectively, and $3.3 million and $2.3 million of non-cash stock-based compensation for the nine-month periods ended September 30, 2018 and 2017, 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), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings. We use the term consolidated adjusted EBITDA because that measure is defined

Entravision Communications

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in the agreement governing our current credit facility (“the 2017 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), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, acquisitions and dispositions and certain pro-forma cost savings.

(5) Free cash flow is defined as consolidated adjusted EBITDA less cash paid for income taxes, net interest expense, capital expenditures, and non-recurring cash expenses plus dividend income and revenue from FCC spectrum incentive auction less related cash expenses. 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 third quarter, we achieved growth in advertising revenue, driven by increases in our digital media segment. This growth in our digital media segment offset decreases in our television and radio segments. Additionally, we had a decrease in spectrum usage rights revenue compared to last year’s third quarter, when we recorded our FCC auction results. We continue to maintain a solid balance sheet, and looking ahead, we remain well positioned to build on our success in further attracting Latino and other audiences worldwide, as we execute our multi-platform strategy to the benefit of our shareholders.”

Quarterly Cash Dividend

The Company announced today that its Board of Directors has approved a quarterly cash dividend to shareholders of $0.05 per share of the Company's Class A, Class B and Class U common stock, in an aggregate amount of approximately $4.5 million. The quarterly dividend will be payable on December 31, 2018 to shareholders of record as of the close of business on December 14, 2018, and the common stock will trade ex-dividend on December 13, 2018. 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.

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Financial Results

Three-Month Period Ended September 30, 2018 Compared to Three-Month Period Ended September 30, 2017

(Unaudited)

	Three-Month Period
	Ended September 30,
	2018			2017			% Change
Net revenue:
Revenue from advertising and retransmission consent	$	73,397		$	70,612			4	%
Revenue from spectrum usage rights		1,178			263,943			(100	)%
Total net revenue		74,575			334,555			(78	)%
Cost of revenue - television (spectrum usage rights) (1)		-			12,131			(100	)%
Cost of revenue - digital media (1)		13,240			9,910			34	%
Operating expenses (1)		44,092			43,044			2	%
Corporate expenses (1)		6,913			8,209			(16	)%
Depreciation and amortization		4,094			4,337			(6	)%
Change in fair value of contingent consideration		(114	)		-		*
Foreign currency (gain) loss		335			(58	)	*
Operating income (loss)		6,015			256,982			(98	)%
Interest expense, net		(3,062	)		(3,500	)		(13	)%
Dividend income		457			-		*
Other income (loss)		327			-		*
Income (loss) before income taxes		3,737			253,482			(99	)%
Income tax benefit (expense)		(1,443	)		(96,167	)		(98	)%
Net income (loss) before equity in net income (loss) of nonconsolidated affiliates		2,294			157,315			(99	)%
Equity in net income (loss) of nonconsolidated affiliates, net of tax		(79	)		(107	)		(26	)%
Net income (loss)	$	2,215		$	157,208			(99	)%

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

Net revenue from advertising and retransmission consent increased to $73.4 million for the three-month period ended September 30, 2018 from $70.6 million for the three-month period ended September 30, 2017, an increase of $2.8 million. Of the overall increase, approximately $5.3 million was attributable to our digital segment and was primarily due to the growth in the Headway business, which we acquired in the second quarter of 2017. This overall increase was offset by a decrease of approximately $1.3 million that was attributable to our television segment and was primarily due to decreases in national and local advertising revenue, partially offset by an increase in political advertising revenue, which was not material in 2017. In addition, the overall increase was offset by a decrease of approximately $1.1 million that was attributable to our radio segment and was primarily due to decreases in local and national advertising revenue, partially offset by an increase in revenue from the 2018 FIFA World Cup, and an increase in political advertising revenue, which was not material in 2017.

Net revenue from spectrum usage rights decreased to $1.2 million for the three-month period ended September 30, 2018 from $263.9 million for the three-month period ended September 30, 2017, a decrease of $262.7 million. The decrease was primarily due to revenue earned in 2017 in connection with our participation in the FCC auction for broadcast spectrum, which revenue did not recur in the current year.

We did not incur cost of revenue related to revenue from spectrum usage rights for the three- month period ended September 30, 2018. Cost of revenue related to revenue from spectrum usage rights was $12.1 million for the three-month period ended September 30, 2017, related to the FCC auction for broadcast spectrum.

Cost of revenue in our digital media segment increased to $13.2 million for the three-month period ended September 30, 2018 from $9.9 million for the three-month period ended September 30, 2017, an increase of $3.3 million, primarily due to the increased revenue in our digital segment.

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Operating expenses increased to $44.1 million for the three-month period ended September 30, 2018 from $43.0 million for the three-month period ended September 30, 2017, an increase of $1.1 million. This overall increase was primarily attributableto our digital segment and was primarily due to the increase in revenue and an increase in salary expense.Additionally, the overall increase was attributable to our television segment and was primarily due to the acquisition of station KMIR-TV in the fourth quarter of 2017, which did not contribute to operating expenses in the prior year period. The overall increase was partially offset by a decrease in expenses associated with the decrease in advertising revenue and a decrease in salary expenses in our television and radio segments.

Corporate expenses decreased to $6.9million for the three-month period September 30, 2018 from $8.2 million for the three-month period ended September 30, 2017, a decrease of $1.3 million. The decrease was primarily due to expenses associated with the FCC auction for broadcast spectrum recorded in the three-month period ended September 30, 2017, which expenses did not recur in 2018, partially offset by increases in salary expense and non-cash stock-based compensation expense.

Nine-Month Period Ended September 30, 2018 Compared to Nine-Month Period Ended September 30, 2017

(Unaudited)

	Nine-Month Period
	Ended September 30,
	2018			2017			% Change
Net revenue:
Revenue from advertising and retransmission consent	$	213,933		$	198,631			8	%
Revenue from spectrum usage rights		1,809			263,943			(99	)%
Total net revenue		215,742			462,574			(53	)%
Cost of revenue - television (spectrum usage rights) (1)		-			12,131			(100	)%
Cost of revenue - digital media (1)		35,249			20,424			73	%
Operating expenses (1)		132,209			123,281			7	%
Corporate expenses (1)		19,154			19,695			(3	)%
Depreciation and amortization		12,052			12,460			(3	)%
Change in fair value of contingent consideration		1,073			-		*
Foreign currency (gain) loss		531			293			81	%
Operating income (loss)		15,474			274,290			(94	)%
Interest expense, net		(8,509	)		(10,609	)		(20	)%
Dividend income		1,002			-		*
Other income (loss)		622			-		*
Income (loss) before income taxes		8,589			263,681			(97	)%
Income tax benefit (expense)		(3,164	)		(100,185	)		(97	)%
Net income (loss) before equity in net income (loss) of nonconsolidated affiliates		5,425			163,496			(97	)%
Equity in net income (loss) of nonconsolidated affiliates, net of tax		(177	)		(175	)		1	%
Net income (loss)	$	5,248		$	163,321			(97	)%

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

Net revenue from advertising and retransmission consent increased to $213.9 million for the nine-month period ended September 30, 2018 from $198.6 million for the nine-month period ended September 30, 2017, an increase of $15.3 million. Of the overall increase, approximately $24.4 million was attributable to our digital segment and was primarily due to the growth in the Headway business, which we acquired in the second quarter of 2017, and which did not contribute to our results of operations for the full nine-month period in 2017. This overall increase was offset by a decrease of approximately $6.4 million that was attributable to our television segment and was primarily due to decreases in national and local advertising revenue, partially offset by increases in retransmission consent revenue and political advertising revenue, the latter of which was not material in 2017. In addition, the overall increase was offset by a decrease of approximately $2.7 million that was attributable to our radio segment and was primarily due to decreases in local and national advertising revenue, partially offset by an increase in revenue from the 2018 FIFA World Cup, and an increase in political advertising revenue, which was not material in 2017.

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Net revenue from spectrum usage rights decreased to $1.8 million for the nine-month period ended September 30, 2018 from $263.9 million for the nine-month period ended September 30, 2017, a decrease of $262.1 million. The decrease was primarily due to revenue earned in 2017 in connection with our participation in the FCC auction for broadcast spectrum, which revenue did not recur in the current year.

We did not incur cost of revenue related to revenue from spectrum usage rights for the nine- month period ended September 30, 2018. Cost of revenue related to revenue from spectrum usage rights was $12.1 million for the nine-month periods ended September 30, 2017, related to the FCC auction for broadcast spectrum.

Cost of revenue in our digital media segment increased to $35.2 million for the nine-month period ended September 30, 2018 from $20.4 million for the nine-month period ended September 30, 2017, an increase of $14.8 million, primarily due to the growth in the Headway business, which we acquired in the second quarter of 2017, and which did not contribute to our results of operations for the full nine-month period in 2017.

Operating expenses increased to $132.2 million for the nine-month period ended September 30, 2018 from $123.3 million for the nine-month period ended September 30, 2017, an increase of $8.9 million. This overall increase was primarily attributable to our digital segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to operating expenses for the full nine-month period in 2017. Additionally, the overall increase was attributable to our television segment and was primarily due to the acquisition of station KMIR-TV in the fourth quarter of 2017, which did not contribute to operating expenses in the prior year period. The overall increase was partially offset by a decrease in expenses associated with the decrease in advertising revenue and a decrease in salary expenses in our television and radio segments.

Corporate expenses decreased to $19.2 million for the nine-month period ended September 30, 2018 from $19.7 million for the nine-month period ended September 30, 2017, a decrease of $0.5 million. The decrease was primarily due to expenses associated with the FCC auction for broadcast spectrum recorded in the nine-month period ended September 30, 2017, which expenses did not recur in 2018, and due to due diligence costs related to the Headway acquisition during the second quarter of 2017, partially offset by increases in salary expense, non-cash stock-based compensation expense, and due diligence costs related to the acquisition of Smadex, S.I. in the second quarter of 2018.

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Segment Results

The following represents selected unaudited segment information:

	Three-Month Period							Nine-Month Period
	Ended September 30,							Ended September 30,
		2018		2017	% Change				2018		2017	% Change
Net Revenue
Revenue from advertising and retransmission consent
Television	$	35,183	$	36,547		(4	)%	$	105,574	$	112,021		(6	)%
Radio		15,783		16,934		(7	)%		47,126		49,816		(5	)%
Digital		22,431		17,131		31	%		61,233		36,794		66	%
Total		73,397		70,612		4	%		213,933		198,631		8	%
Revenue from spectrum usage rights		1,178		263,943		(100	)%		1,809		263,943		(99	)%
Total net revenue		74,575		334,555		(78	)%		215,742		462,574		(53	)%
Cost of Revenue (1)
Television	$	-	$	12,131		(100	)%	$	-	$	12,131		(100	)%
Digital		13,240		9,910		34	%		35,249		20,424		73	%
Total	$	13,240	$	22,041		(40	)%	$	35,249	$	32,555		8	%
Operating Expenses (1)
Television		20,462		20,161		1	%		62,573		60,516		3	%
Radio		14,676		15,953		(8	)%		45,393		47,294		(4	)%
Digital		8,954		6,930		29	%		24,243		15,471		57	%
Total	$	44,092	$	43,044		2	%	$	132,209	$	123,281		7	%
Corporate Expenses (1)	$	6,913	$	8,209		(16	)%	$	19,154	$	19,695		(3	)%
Consolidated adjusted EBITDA (1)	$	11,299	$	12,707		(11	)%	$	33,102	$	40,201		(18	)%

(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 2018 third quarter results on November 7, 2018 at 5:00 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 global media company that, through its television and radio segments, reaches and engages U.S. Hispanics across acculturation levels and media channels. Additionally, our digital segment, whose operations are located primarily in Spain, Mexico, and Argentina and other countries in Latin America, reaches a global market. The Company’s expansive portfolio encompasses integrated marketing and media solutions, comprised of television, radio, and digital properties and data analytics services. Entravision has 55 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. Entravision's Pulpo digital advertising unit is the #1-ranked online advertising platform in Hispanic reach according to comScore Media Metrix®, and Entravision's digital group also includes Headway, a leading provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

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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.

For more information, please contact:

Christopher T. Young	Mike Smargiassi/Brad Edwards
Chief Financial Officer	The Plunkett Group
Entravision Communications Corporation	212-739-6724
310-447-3870

# # #

(Financial Table Follows)

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Entravision Communications Corporation

Consolidated Balance Sheets

(In thousands; unaudited)

	September 30,			December 31,
	2018			2017
ASSETS
Current assets
Cash and cash equivalents	$	101,789		$	39,560
Marketable securities		132,410			-
Restricted cash		769			222,294
Trade receivables, net of allowance for doubtful accounts		78,092			84,348
Assets held for sale		1,179			-
Prepaid expenses and other current assets		13,217			6,260
Total current assets		327,456			352,462
Property and equipment, net		63,204			60,337
Intangible assets subject to amortization, net		24,196			26,758
Intangible assets not subject to amortization		254,506			251,163
Goodwill		74,149			70,557
Other assets		5,087			4,690
Total assets	$	748,598		$	765,967
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	3,000		$	3,000
Accounts payable and accrued expenses		52,795			57,563
Deferred revenue		4,351			1,959
Total current liabilities		60,146			62,522
Long-term debt, less current maturities, net of unamortized debt issuance costs		290,614			292,489
Other long-term liabilities		19,237			21,447
Deferred income taxes		43,172			40,639
Total liabilities		413,169			417,097
Stockholders' equity
Class A common stock		6			7
Class B common stock		2			2
Class U common stock		1			1
Additional paid-in capital		871,321			888,650
Accumulated deficit		(534,482	)		(539,730	)
Accumulated other comprehensive income (loss)		(1,419	)		(60	)
Total stockholders' equity		335,429			348,870
Total liabilities and stockholders' equity	$	748,598		$	765,967

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Entravision Communications Corporation

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three-Month Period						Nine-Month Period
	Ended September 30,						Ended September 30,
	2018			2017			2018			2017
Net revenue:
Revenue from advertising and retransmission consent	$	73,397		$	70,612		$	213,933		$	198,631
Revenue from spectrum usage rights		1,178			263,943			1,809			263,943
Total net revenue		74,575			334,555			215,742			462,574
Expenses:
Cost of revenue - television (spectrum usage rights)		-			12,131			-			12,131
Cost of revenue - digital		13,240			9,910			35,249			20,424
Direct operating expenses		31,694			30,231			93,844			87,238
Selling, general and administrative expenses		12,398			12,813			38,365			36,043
Corporate expenses		6,913			8,209			19,154			19,695
Depreciation and amortization		4,094			4,337			12,052			12,460
Change in fair value of contingent consideration		(114	)		-			1,073			-
Foreign currency (gain) loss		335			(58	)		531			293
		68,560			77,573			200,268			188,284
Operating income (loss)		6,015			256,982			15,474			274,290
Interest expense		(3,995	)		(3,756	)		(11,394	)		(11,084	)
Interest income		933			256			2,885			475
Dividend income		457			-			1,002			-
Other income (loss)		327			-			622			-
Income (loss) before income taxes		3,737			253,482			8,589			263,681
Income tax benefit (expense)		(1,443	)		(96,167	)		(3,164	)		(100,185	)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate		2,294			157,315			5,425			163,496
Equity in net income (loss) of nonconsolidated affiliate, net of tax		(79	)		(107	)		(177	)		(175	)
Net income (loss)	$	2,215		$	157,208		$	5,248		$	163,321
Basic and diluted earnings per share:
Net income per share, basic	$	0.02		$	1.74		$	0.06		$	1.81
Net income per share, diluted	$	0.02		$	1.71		$	0.06		$	1.78
Cash dividends declared per common share	$	0.05		$	0.05		$	0.15		$	0.11
Weighted average common shares outstanding, basic		88,852,342			90,517,492			89,371,750			90,370,679
Weighted average common shares outstanding, diluted		90,122,425			92,161,108			90,574,663			91,985,946

Entravision Communications

Page 10 of 12

Entravision Communications Corporation

Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three-Month Period						Nine-Month Period
	Ended September 30,						Ended September 30,
	2018			2017			2018			2017
Cash flows from operating activities:
Net income (loss)	$	2,215		$	157,208		$	5,248		$	163,321
Adjustments to reconcile net income (loss) to net cash provided by   operating activities:
Depreciation and amortization		4,094			4,337			12,052			12,460
Cost of revenue - television (spectrum usage rights)		-			12,131			-			12,131
Deferred income taxes		913			96,086			1,942			99,514
Non-cash interest expense		290			226			828			595
Amortization of syndication contracts		174			93			526			311
Payments on syndication contracts		(156	)		(85	)		(516	)		(300	)
Equity in net (income) loss of nonconsolidated affiliate		79			107			177			175
Non-cash stock-based compensation		1,286			1,089			3,711			3,149
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(592	)		(791	)		8,578			12,790
(Increase) decrease in prepaid expenses and other assets		(663	)		(383	)		(7,210	)		(1,830	)
Increase (decrease) in accounts payable, accrued expenses    and other liabilities		(2,059	)		130			(2,839	)		(8,862	)
Net cash provided by (used in) operating activities		5,581			270,148			22,497			293,454
Cash flows from investing activities:
Proceeds from sale of property and equipment and intangible assets		-			-			33			-
Purchases of property and equipment		(6,567	)		(2,343	)		(12,277	)		(9,639	)
Purchases of intangible assets		-			(32,588	)		(3,153	)		(32,588	)
Purchases of businesses, net of cash acquired		41			-			(3,522	)		(7,489	)
Purchases of marketable securities		-			-			(159,403	)		-
Proceeds from marketable securities		-			-			25,000			-
Purchases of investments		(935	)		-			(970	)		(2,200	)
Deposits on acquisitions		-			(1,050	)		-			(1,240	)
Net cash provided by (used in) investing activities		(7,461	)		(35,981	)		(154,292	)		(53,156	)
Cash flows from financing activities:
Proceeds from stock option exercises		(29	)		(515	)		77			11
Tax payments related to shares withheld for share-based compensation plans		-			-			(2,239	)		-
Payments on long-term debt		(750	)		(938	)		(2,250	)		(2,813	)
Dividends paid		(4,443	)		(4,532	)		(13,403	)		(10,179	)
Repurchase of Class A common stock		-			(1,778	)		(7,660	)		(1,778	)
Payment of contingent consideration		-			-			(2,015	)		-
Net cash provided by (used in) financing activities		(5,222	)		(7,763	)		(27,490	)		(14,759	)
Effect of exchange rates on cash, cash equivalents and restricted cash		(1	)		35			(11	)		17
Net increase (decrease) in cash, cash equivalents and restricted cash		(7,103	)		226,439			(159,296	)		225,556
Cash, cash equivalents and restricted cash:
Beginning		109,661			60,637			261,854			61,520
Ending	$	102,558		$	287,076		$	102,558		$	287,076

Entravision Communications

Page 11 of 12

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						Nine-Month Period
	Ended September 30,						Ended September 30,
		2018			2017			2018			2017
Consolidated adjusted EBITDA (1)	$	11,299		$	12,707		$	33,102		$	40,201
Net revenue - FCC spectrum incentive auction		-			263,943			-			263,943
Expenses - FCC spectrum incentive auction		-			(14,234	)		-			(14,234	)
Interest expense		(3,995	)		(3,756	)		(11,394	)		(11,084	)
Interest income		933			256			2,885			475
Dividend income		457			-			1,002			-
Income tax benefit (expense)		(1,443	)		(96,167	)		(3,164	)		(100,185	)
Equity in net loss of nonconsolidated affiliates		(79	)		(107	)		(177	)		(175	)
Amortization of syndication contracts		(174	)		(93	)		(526	)		(311	)
Payments on syndication contracts		156			85			516			300
Non-cash stock-based compensation included in direct operating expenses		(156	)		(276	)		(448	)		(806	)
Non-cash stock-based compensation included in corporate expenses		(1,130	)		(813	)		(3,263	)		(2,343	)
Depreciation and amortization		(4,094	)		(4,337	)		(12,052	)		(12,460	)
Change in fair value of contingent consideration		114			-			(1,073	)		-
Non-recurring cash severance charge		-			-			(782	)		-
Other income (loss)		327			-			622			-
Net income (loss)		2,215			157,208			5,248			163,321
Depreciation and amortization		4,094			4,337			12,052			12,460
Cost of revenue - television (spectrum usage rights)		-			12,131			-			12,131
Deferred income taxes		913			96,086			1,942			99,514
Non-cash interest expense		290			226			828			595
Amortization of syndication contracts		174			93			526			311
Payments on syndication contracts		(156	)		(85	)		(516	)		(300	)
Equity in net (income) loss of nonconsolidated affiliate		79			107			177			175
Non-cash stock-based compensation		1,286			1,089			3,711			3,149
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(592	)		(791	)		8,578			12,790
(Increase) decrease in prepaid expenses and other assets		(663	)		(383	)		(7,210	)		(1,830	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(2,059	)		130			(2,839	)		(8,862	)
Cash flows from operating activities		5,581			270,148			22,497			293,454

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

Entravision Communications

Page 12 of 12

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						Nine-Month Period
	Ended September 30,						Ended September 30,
		2018			2017			2018			2017
Consolidated adjusted EBITDA (1)	$	11,299		$	12,707		$	33,102		$	40,201
Net interest expense (1)		(2,772	)		(3,273	)		(7,681	)		(10,014	)
Dividend income		457			-			1,002			-
Cash paid for income taxes		(530	)		(82	)		(1,222	)		(671	)
Capital expenditures (2)		(6,567	)		(2,343	)		(12,277	)		(9,639	)
Non-recurring cash severance charge		-			-			(782	)		-
Net revenue - FCC spectrum incentive auction		-			263,943			-			263,943
Expenses - FCC spectrum incentive auction		-			(2,103	)		-			(2,103	)
Free cash flow (1)		1,887			268,849			12,142			281,717
Capital expenditures (2)		6,567			2,343			12,277			9,639
Other income (loss)		327			-			622			-
Change in fair value of contingent consideration		114			-			(1,073	)		-
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(592	)		(791	)		8,578			12,790
(Increase) decrease in prepaid expenses and other assets		(663	)		(383	)		(7,210	)		(1,830	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(2,059	)		130			(2,839	)		(8,862	)
Cash Flows From Operating Activities	$	5,581		$	270,148		$	22,497		$	293,454

(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

Mario M. Carrera to Step down as Chief Revenue Officer of Entravision Communications Corporation

SANTA MONICA, CA – November 7, 2018 - Entravision Communications Corporation (NYSE: EVC), a diversified global media and advertising technology company serving Latino consumers, today announced that Mario M. Carrera has decided to step down as Chief Revenue Officer.  Entravision has commenced a search for a successor and Mr. Carrera will remain in his position until a replacement is named.  

“For the past 15 years, Mario has been a valuable member of the Entravision team and a tremendous resource as we executed on our strategic initiatives,” said Walter F. Ulloa, Chairman and Chief Executive Officer of Entravision.  “On behalf of everyone at Entravision I want to personally thank him for his service and dedication to our company, our employees and the Latino community.  We hold Mario in the highest regard and wish him all the best as he embarks on the next chapter of his life.”

“I am proud to have been part of Entravision, an outstanding organization that continues to play a critical role in the development of the Hispanic media industry, and more importantly in our local communities,” said Carrera.  “This was truly a difficult decision, but one made with the input and support of my family. I want to express my appreciation to Walter for his leadership, friendship, and belief in my abilities, and it has been my pleasure to serve with an exceptional team of colleagues and dedicated professionals.”

Mr. Carrera joined Entravision in 2003 and served as the Vice President and General Manager leading Entravision’s radio, television and interactive assets in Colorado.  Under his tenure in Colorado, Entravision's Noticias Univision Colorado won 14 Emmys, in addition to KCEC-TV winning the Best 2010 Public Service Award Campaign from the Colorado Broadcasters Association. In 2012, Carrera was elevated into corporate roles, serving first as Entravision’s Senior Vice President of Spanish Language Television, and then as Chief Revenue Officer from August 2012 to present.  Carrera is a graduate of Harvard University.

About Entravision Communications Corporation

Entravision is a diversified global media, advertising technology and data analytics company that reaches and engages Latino consumers in the U.S. and other markets primarily including Mexico, Latin America and Spain. Entravision’s portfolio includes digital media properties and advertising technology platforms that deliver performance-based solutions and data insights, along with 55 television stations and 49 radio stations.  Entravision’s digital and technology businesses include Headway, a leading global provider of mobile, programmatic, data and performance digital marketing solutions, as well as Pulpo Media, the top-ranked online advertising platform in connecting businesses with U.S. Latinos. Entravision is the largest affiliate group of both the Univision and UniMás television networks, and its Spanish-language radio stations feature its nationally recognized talent. Entravision also operates Entravision Solutions, a national sales and marketing organization representing over 300 owned and affiliated radio stations, radio networks and digital media platforms, and Headway’s audio advertising platform, AudioEngage. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC. Learn more at: www.entravision.com.

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For Entravision:

Mike Smargiassi/Sharon Oh

The Plunkett Group

Mike@theplunkettgroup.com

Sharon@theplunkettgroup.com