EVC

MKT CAP —P/E 631.0DIV YIELD 3.17%FCF YIELD —REV TTM $679.9M +71.4%NET INCOME $4.2MNET DEBT $86.9M52W 1.98 – 13.48SEC XBRL · TTM TO Invalid Date

How EVC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

38%

of sentences unchanged

Added

513

new sentences

Dropped

478

sentences removed

Length

−420

words, now 42,405

New in FY2025

Our emphasis on enhancing our local news programming as a means to increase advertising revenue may not produce the intended results.
Our current network affiliation agreement, proxy agreement, and marketing and sales agreement with TelevisaUnivision are each due to expire by their respective terms on December 31, 2026.
We intend to seek to extend these agreements or enter into new agreements with TelevisaUnivision; however, we cannot give any assurance as to when or whether TelevisaUnivision will respond to our requests, or whether any extension of the existing agreements or any new agreements will be on terms that are favorable to us.
The termination of our network affiliation and other agreements with TelevisaUnivision would have a material adverse effect on our business, results of operations and financial condition.
Our use of certain third party platforms could be restricted.
In our ATS operations we sometimes purchase advertising for our customers through inventory on platforms owned by third party DSPs.
If these DSPs prioritize their own demand over ours or were to restrict our access to their platforms, our ability to offer our advertising customers access to high quality users could be adversely affected which, in turn, could have an adverse effect on our business and results of operations.
Our use of AI technologies may increase our cybersecurity risks and harm our business.
We utilize AI technologies in our advertising solutions and in our business operations and may expand such use in the future.
Use of AI technologies, and AI enabled third-party products and services, may create additional cybersecurity risks or increase cybersecurity risks, such as risks of security breaches and incidents.
This could result in monetary liability and harm to our reputation and business.
Currently, our ATS business is dependent on one recently-acquired customer for a significant amount of our ATS revenue, as well as our consolidated revenue.
One recently-acquired customer in our ATS operations is our single largest customer.
Unless and until we adequately diversify our customer base to mitigate this risk, the loss of this customer would have a material adverse impact on our results of operations and cash flow.
Our single largest current customer is located in Hong Kong.
We face certain risks doing business in Hong Kong and China, including the fact that our ability to enforce our rights in Hong Kong and China, should it be necessary, may be limited.
Should that customer not pay us on time, or at all, or should there be other adverse matters between the two of us, our ability to pursue collection or our other rights successfully in Hong Kong or China could be limited due to, among other things, significant differences in substantive Chinese commercial and other laws compared to comparable laws in the United States, significant differences in procedural matters in the Chinese legal system compared to the U.S. legal system, significant costs in litigating in Hong Kong or China for a United States-based company, difficulties in participating meaningfully in adversarial proceedings due to language and cultural differences, uncertainties regarding predictable standards of liability, concerns about actual or perceived impartiality in the Chinese legal system, significant differences in enforcement of judgment practices between China and the United States, and uncertainties regarding the Chinese legal system in general, including but not limited to political overtones in many Chinese legal proceedings.
In addition, continuing tension between the U.S. and China may impact our business with this or other potential customers in China.
The U.S. government has restricted the ability to send certain products and technology to China without an export license, which, in many cases, are subject to a policy of denial.
While our current products and services are not restricted by these controls, such controls or future restrictions could impact our business in the future.
It also is possible that the Chinese government could retaliate in ways that could impact our business.
Our ATS business is subject to various risks associated with the mobile gaming industry.
For the year ended December 31, 2025, the majority of our ATS revenue came from gaming clients, including our single largest ATS customer in Hong Kong.
The success of our advertisers’ games plays a significant role in maintaining and increasing our revenue.
Accordingly, we are susceptible to market conditions and risks associated with the mobile gaming industry, including the popularity, price and timing of release of games, changes in consumer demographics, the availability and popularity of other forms of entertainment and public tastes and preferences, and an evolving and uncertain regulatory landscape, all of which are difficult to predict and are beyond our control.
Our customers must also utilize effective marketing strategies for games; expand and enhance games after their initial release; attract experienced game designers, product managers and engineers; and adapt to an increasingly diverse set of new mobile devices as they emerge.
In addition, users may view games as a discretionary purchase.
Subject to many factors beyond our control, including economic conditions, users may reduce their discretionary spending on games, and our customers, in turn, may see an adverse effect on their business, resulting in a reduction in their usage of, or spending on, our services.
Based on our current reliance on this industry segment, that would have a material adverse effect on our business and results of operations.
Moreover, laws or regulations that govern or restrict gaming activities could have a material adverse effect on our business and results of operations.
The regulatory landscape governing the gaming industry is evolving and increasingly uncertain.
In certain jurisdictions, we are required to register with gaming authorities to provide our services to advertisers in the gaming industry.
Compliance with these varied and frequently changing regulations may impose additional costs and operational burdens.
If we fail to obtain or maintain necessary registrations, or if we or our advertisers violate applicable gaming regulations or advertising restrictions, we could face fines, penalties, or the loss of our ability to operate in specific markets.
Furthermore, increased regulatory scrutiny or legislative restrictions on gaming activities could reduce user engagement or advertiser spend within this vertical, any of which could materially and adversely affect our business, financial condition, and results of operations.
We rely on various technologies in our business, including but not limited to our Smadex ad purchasing platform, and the aggregation and analysis of transaction data in our advertising technology & services business.
Our total indebtedness, net of unamortized debt issuance costs, was $167.1 million as of December 31, 2025.
The Amended Credit Agreement contains various covenants that limit management’s discretion in the operation of our business.
The Amended Credit Agreement contains certain covenants and ratios that limit the ability of us to, among other things: • incur certain liens on our property or assets; • make certain investments or acquisitions; • incur certain additional indebtedness; • consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; • acquire or dispose of certain assets; or • enter into certain transactions with affiliates.
If we fail to comply with any of the covenants or ratios under the Amended Credit Agreement, or if we are unable to meet our debt service obligations, our lenders could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.

and 473 more.

Gone since FY2024

Our emphasis on enhancing our local news programming as a means to increase advertising revenue may not produce the results we hope.
We rely on various technologies in our business, including but not limited to our Smadex ad purchasing platform, and the aggregation and analysis of data collected about online users in our advertising technology & services business.
Our total indebtedness, net of unamortized debt issuance costs, was $187.0 million as of December 31, 2024.
The 2023 Credit Agreement contains various covenants that limit management’s discretion in the operation of our business.
The 2023 Credit Agreement contains certain covenants and ratios that limit the ability of us to, among other things: • incur certain liens on our property or assets; • make certain investments or acquisitions; • incur certain additional indebtedness; • consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; • acquire or dispose of certain assets; or • enter into certain transactions with affiliates.
If we fail to comply with any of the covenants or ratios under the 2023 Credit Agreement, or if we are unable to meet our debt service obligations, our lenders could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.
The failure to comply with the financial covenants under the 2023 Credit Agreement could have a material adverse effect on our operations and financial condition.
The 2023 Credit Agreement contains various financial covenants.
Our failure to meet these covenants would constitute an event of default under the 2023 Credit Agreement.
As a result of the sale of the EGP business, consolidated EBITDA (as defined in the 2023 Credit Agreement) has been significantly reduced.
Due to this and other risks and uncertainties regarding forecasts and projections about our operations, industry, financial condition, performance, operating results and liquidity, we may not maintain compliance with the financial covenants in the 2023 Credit Agreement.
If an event of default were to occur and if we are unable to obtain waivers or amendments to the 2023 Credit Agreement, our lenders, among other actions, could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit.
If the debt under the 2023 Credit Agreement were to be accelerated, among other things we could seek to mitigate the default by refinancing our debt or raising additional capital by issuing equity or debt.
The failure to mitigate a default under the 2023 Credit Agreement would have a material adverse effect on our operations and financial condition.
This volatility affects our operating results and may reduce our ability to repay indebtedness or comply with any of the covenants or ratios under the 2023 Credit Agreement or reduce the market value of our securities.
If we generate less revenue, it may be more difficult for us to repay our indebtedness or comply with any of the covenants or ratios under the 2023 Credit Agreement, and the value of our business may decline.
Our ability to raise additional funds is limited by the terms of the 2023 Credit Agreement.
Additionally, if our then-current liquidity is insufficient to fund future activities, or we do not remain in compliance with our financial covenants under the 2023 Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements in response to these adverse developments or other changes in our circumstance or unforeseen events or conditions.
Moreover, some of the countries in which our advertising technology & services business operates, including Mexico, Argentina and Brazil, have experienced significant and sometimes sudden devaluations of their currency over time, which could magnify these fluctuations, should they happen again in the future.
In addition, our 2023 Credit Agreement requires us to maintain our FCC licenses, and if the FCC were to revoke or place significant limitations on any of our material licenses, our lenders could declare us in default under the 2023 Credit Agreement, and any cancellation or acceleration thereof could have a material adverse effect on our financial condition.
We must comply with extensive current and any future laws and regulations, including but not limited to those concerning displacement of low-power stations, elimination or limitation on our MVPD carriage rights, ownership rules, broadcasting to serve the “public interest”, sponsorship identification, regulation of so-called “indecent” content and equal opportunity in hiring requirements.
Several states have enacted laws which affect the collection, use, retention, protection, disclosure, transfer and other processing of personal data, particularly in relation to digital advertising services, which can limit the data available for use in Smadex and Adwake.
Such legislation will require additional compliance measures, which can impose additional costs and expose us to increased regulatory scrutiny, which may increase the cost and complexity of delivering our services.
We may also be required to change our current practices regarding the volume of personal data that can be collected and used for our business purposes, including by our customers.
The handling and protection of personal information, including but not limited to PII, is regulated in many jurisdictions where we operate, including but not limited to the Delete Act in California, similar state privacy laws throughout the United States, and the GDPR in the E.U.
Our cybersecurity risk management program is built on a foundation of monitoring, proactive risk mitigation and adherence to industry best practices.
Over the past year, we have implemented several key enhancements to further bolster our cybersecurity defenses.
A security awareness training program has been introduced across our company to educate employees on cybersecurity threats and best practices.
Additionally, we have expanded our asset management capabilities, improving visibility into our technology infrastructure and evaluating advanced solutions for more comprehensive oversight.
To protect against unauthorized access, our identity and access management framework continues to evolve, incorporating multi-factor authentication and single sign-on to enhance access security.
In parallel, our vulnerability management program is actively managed to identify, assess, and remediate security risks before they can be exploited.
To further secure our infrastructure, we have deployed an advanced endpoint security solution, ensuring that all company devices are protected against malware and other cyber threats.
Day-to-day management of our cybersecurity program is led by our Chief Information Security Officer, or CISO, who is responsible for overseeing information security policies, threat mitigation strategies, and compliance initiatives.
The CISO provides periodic updates to management and the Audit Committee of the Board of Directors, ensuring that cybersecurity remains a key focus of our risk management framework.
We lease approximately 12,000 square feet of space in the building housing our corporate headquarters under a lease that expires February 28, 2026.
We leased approximately 38,000 square feet of space in the building housing our previous corporate headquarters under a lease that expires January 31, 2034.
Our management decided to vacate the facility in February 2025 and cease making further lease payments.
See Notes 8 and 20 to Notes to Consolidated Financial Statements.
LEGAL PROCEEDINGS We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock has been listed and traded on The New York Stock Exchange since August 2, 2000 under the symbol “EVC.” As of March 3, 2025, there were approximately 153 holders of record of our Class A common stock.

and 438 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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