Entravision Communications 10Q 2003 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE TRANSITION PERIOD FROM ___________TO ___________

COMMISSION FILE NUMBER 1-15997

ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)



Delaware		95-4783236

(State or other jurisdiction of incorporation or organization)		(I.R.S. 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, former address and former fiscal year, if changed since last report)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES x NO o

As of August 8, 2003, there were 74,310,236 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, 27,678,533 shares, $0.0001 par value per share, of the registrant’s Class B common stock outstanding and 21,983,392 shares, $0.0001 par value per share, of the registrant’s Class C common stock outstanding.

ENTRAVISION COMMUNICATIONS CORPORATION

TABLE OF CONTENTS


		Page Number
	PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002	4

	CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2003 AND JUNE 30, 2002	5

	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2003 AND JUNE 30, 2002	6

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

ITEM 4.	CONTROLS AND PROCEDURES	24

	PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	25

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS	25

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	25

ITEM 5.	OTHER INFORMATION	25

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	25

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:


	•	risks related to our history of operating losses, our substantial indebtedness or our ability to raise capital;



	•	provisions of the agreements governing our debt instruments that may restrict the operation of our business;



	•	cancellations or reductions of advertising, whether due to a general economic downturn or otherwise;



	•	our relationship with Univision Communications Inc. and Univision’s agreement to sell a significant portion of its equity interest in our company; and



	•	industry-wide market factors and regulatory and other developments affecting our operations.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2002.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)


	June 30, 2003			December 31, 2002
	(Unaudited)			Reclassified (Note 1)
ASSETS
Current assets
Cash and cash equivalents	$	9,017		$	12,201
Trade receivables (including related parties of $253 and $443), net of allowance for doubtful accounts of $4,134 and $3,728		51,800			49,022
Assets held for sale		4,310			4,482
Prepaid expenses and other current assets (including related parties of $1,083 and $1,014)		5,540			4,928
Deferred taxes		4,000			4,000

Total current assets		74,667			74,633
Property and equipment, net		177,541			180,835
Intangible assets subject to amortization, net		159,445			167,365
Intangible assets not subject to amortization, net		888,024			749,510
Goodwill		379,543			379,545
Other assets (including related parties of $349 and $340 and deposits on acquisitions of $0 and $1,000)		20,151			21,593

	$	1,699,371		$	1,573,481

LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Current liabilities
Current maturities of long-term debt	$	1,357		$	1,376
Advances payable, related parties		118			118
Accounts payable and accrued expenses (including related parties of $2,486 and $1,952)		27,237			25,863
Liabilities held for assignment		3,478			3,378

Total current liabilities		32,190			30,735
Notes payable, less current maturities		397,121			304,502
Other long-term liabilities		108			93
Deferred taxes		119,987			122,187

Total liabilities		549,406			457,517

Commitments and contingencies
Series A mandatorily redeemable convertible preferred stock, $0.0001 par value, 11,000,000 shares authorized; shares issued and outstanding 2003 and 2002 5,865,102 (liquidation value of $114,209 and $109,553)		106,443			100,921

Stockholders’ equity
Preferred stock, $0.0001 par value, 39,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2003 74,303,139; 2002 70,450,367		7			7
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2003 and 2002 27,678,533		3			3
Class C common stock, $0.0001 par value, 25,000,000 shares authorized; shares issued and outstanding 2003 and 2002 21,983,392		2			2
Additional paid-in capital		1,182,419			1,143,782
Deferred compensation		—			(846	)
Accumulated deficit		(138,909	)		(127,905	)

		1,043,522			1,015,043
Treasury stock, Class A common stock, $0.0001 par value, 2003 and 2002 5,101 shares		—			—

Total stockholders’ equity		1,043,522			1,015,043

	$	1,699,371		$	1,573,481

See Notes to Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except share and per share data)



	Three-Month Period Ended June 30,						Six-Month Period Ended June 30,
	2003			2002 As restated (Note 1)			2003			2002 As restated (Note 1)
Net revenue (including related parties of $375, $246, $678 and $470)	$	64,148		$	57,017		$	112,418		$	101,565

Expenses:
Direct operating expenses (including related parties of $3,892, $2,007, $6,190 and $3,626)		27,077			25,010			51,642			47,375
Selling, general and administrative expenses		12,360			12,244			24,177			22,727
Corporate expenses (including related party reimbursements of $500, $0, $2,000 and $0) (Note 2)		3,701			3,437			6,126			6,860
Non-cash stock-based compensation (includes direct operating of $45, $74, $113 and $150; selling, general and administrative of $60, $99, $149 and $198; and corporate of $741, $448, $887 and $1,254)		846			621			1,149			1,602
Depreciation and amortization (includes direct operating of $9,297, $6,658, $18,371 and $12,090; selling, general and administrative of $1,286, $1,331, $2,720 and $2,649; and corporate of $383, $328, $730 and $642)		10,966			8,317			21,821			15,381

		54,950			49,629			104,915			93,945

Operating income		9,198			7,388			7,503			7,620
Interest expense		(7,112	)		(5,973	)		(13,422	)		(12,626	)
Loss on sale of assets		—			(358	)		—			(358	)
Interest income		14			67			29			125

Income (loss) before income taxes		2,100			1,124			(5,890	)		(5,239	)
Income tax benefit (expense)		(1,183	)		(5,863	)		470			(4,523	)

Net income (loss) before equity in net earnings of nonconsolidated affiliates		917			(4,739	)		(5,420	)		(9,762	)
Equity in net earnings of nonconsolidated affiliates		260			18			211			—

Net income (loss) before discontinued operations		1,177			(4,721	)		(5,209	)		(9,762	)
Income (loss) from discontinued operations, net of tax $8, $8, $15 and $15 (Note 1)		(1	)		365			(272	)		452

Net income (loss)		1,176			(4,356	)		(5,481	)		(9,310	)
Accretion of preferred stock redemption value		(2,799	)		(2,515	)		(5,523	)		(4,964	)

Net loss applicable to common stock	$	(1,623	)	$	(6,871	)	$	(11,004	)	$	(14,274	)

Net loss per share from continuing operations	$	(0.01	)	$	(0.06	)	$	(0.09	)	$	(0.12	)
Net loss per share from discontinued operations		—			—			—			—

Net loss per share, basic and diluted	$	(0.01	)	$	(0.06	)	$	(0.09	)	$	(0.12	)

Weighted average common shares outstanding, basic and diluted		123,235,021			119,471,433			121,619,853			118,581,890

See Notes to Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)


	Six-Month Period Ended June 30,
	2003			2002 As restated (Note 1)
Cash flows from operating activities:
Net loss	$	(5,481	)	$	(9,310	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		21,821			15,381
Deferred income taxes		(1,500	)		3,326
Amortization of debt issue costs		1,050			3,860
Amortization of syndication contracts		325			314
Equity in net earnings of nonconsolidated affiliates		(211	)		—
Non-cash stock-based compensation		1,149			1,602
Loss on sale of media properties and other assets		58			487
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
Increase in accounts receivable		(3,210	)		(6,843	)
Increase in prepaid expenses and other assets		(799	)		(1,975	)
Increase in accounts payable, accrued expenses and other liabilities		858			9,180
Effect of discontinued operations		272			(452	)

Net cash provided by operating activities		14,332			15,570

Cash flows from investing activities:
Proceeds from disposal of equipment		4			16
Purchases of property and equipment and intangibles		(110,077	)		(78,462	)
Cash deposits and purchase price on acquisitions		—			(1,750	)

Net cash used in investing activities		(110,073	)		(80,196	)

Cash flows from financing activities:
Proceeds from issuance of common stock		548			2,831
Principal payments on notes payable		(7,450	)		(200,173	)
Proceeds from borrowing on notes payable		100,000			260,011
Payments of deferred debt and offering costs		(541	)		(7,853	)

Net cash provided by financing activities		92,557			54,816

Net decrease in cash and cash equivalents		(3,184	)		(9,810	)
Cash and cash equivalents:
Beginning		12,201			18,336

Ending	$	9,017		$	8,526

Supplemental disclosures of cash flow information:
Cash payments for:
Interest	$	12,267		$	4,245

Income taxes	$	1,009		$	568

Supplemental disclosures of non-cash investing and financing activities:
Property and equipment acquired under capital lease obligations and included in accounts payable	$	249		$	241

Issuance of Class A common shares for:
Partial payment for Big City Radio stations	$	37,785			—
Repayment of note payable and related accrued interest payable		—		$	40,641

See Notes to Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2003

1. BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2002 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2003 or any other future period.

The Company’s consolidated financial statements included herein reflect the following reclassifications and restatements, as discussed in further detail below:


	•	the consolidated financial statements for the three- and six-month periods ended June 30, 2002 have been restated for reclassifications of intangible assets in accordance with SFAS No. 142;

	•	certain reclassifications of expenses have been made in the consolidated financial statements for the three- and six-month periods ended June 30, 2002 to be consistent with the 2003 presentation with no effect on reported net loss or stockholders’ equity; and

	•	the balance sheet information as of December 31, 2002 has been reclassified to be consistent with the 2003 treatment of the publishing segment as discontinued operations. The statements of operations information for the three- and six-month periods ended June 30, 2002 have been reclassified to present all results of the publishing segment’s operations as one amount in discontinued operations.

Subsequent to the issuance of the Company’s September 30, 2002 condensed consolidated unaudited quarterly financial statements filed on Form 10-Q, management reevaluated and revised certain classifications of intangible assets and their respective estimated useful lives under SFAS No. 142, which was adopted effective January 1, 2002. As a result of the reclassifications, the Company’s unaudited interim financial information for each of the first three 2002 calendar quarters and the associated year-to-date amounts in those periods have been retroactively restated (1) to reclassify the radio network intangible asset totaling $160 million (previously considered by management to be a separately identifiable indefinite life intangible asset) to goodwill, net of the related deferred income taxes of $64 million, and (2) to reclassify its Univision network affiliation agreement intangible asset totaling $46.6 million (also previously considered by management to be a separately identifiable indefinite life intangible asset) to intangible assets subject to amortization. The latter reclassification resulted in additional amortization expense of approximately $583,000 and a related deferred tax benefit of approximately $233,000 for the Univision network affiliation agreement in each of the first three quarters of 2002. The change had no impact on cash flows provided by operations. These reclassifications and restatements were previously reported in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. Certain other items in the June 30, 2002 statements of operations have been reclassified in order to conform to the current period presentation, with no effect on reported net loss or stockholders’ equity.

As a result of the Company’s decision to sell its publishing division, the Company’s consolidated financial statements for all periods presented have been adjusted to reflect the publishing operations as discontinued operations and publishing assets and liabilities as held for sale or assignment, as the case may be, in accordance with SFAS No. 144 (see Note 3).

During the periods ended March 31, 2002 and June 30, 2002, the Company previously recorded transitional goodwill impairment charges to its outdoor reporting unit’s goodwill in connection with the adoption of SFAS No. 142 as a cumulative effect of a change in accounting principle. In the third quarter of 2002, the Company completed its determination of the fair value of the outdoor reporting unit’s assets and liabilities. It was then determined that the fair value of the outdoor reporting unit’s customer base intangible asset was less than initially estimated and significantly less than its carrying value. As a result, the implied fair value of the outdoor reporting unit’s goodwill exceeded the carrying value. Accordingly, the estimated impairment charge previously recorded was

reversed to reflect no goodwill impairment charge and the unaudited quarterly results of operations for the periods ended June 30, 2002 have been retroactively restated.

2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Related Party

Univision currently owns approximately 28% of the Company’s common stock. In connection with Univision’s proposed merger with Hispanic Broadcasting Corporation, or HBC, Univision announced in February 2003 that it had reached a tentative agreement with the U.S. Department of Justice pursuant to which Univision agreed, among other things, to sell enough of the Company’s stock so that its ownership of the Company will not exceed 15% at the end of three years and 10% at the end of six years.

The Company received reimbursements from Univision in connection with Univision’s proposed merger with HBC in amounts of $0.5 million and $2.0 million for the three- and six-month periods ended June 30, 2003, respectively.

Stock-based Compensation

Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock option plans. As allowed by SFAS No. 123, the Company has elected to continue to account for its employee stock-based compensation plan using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations, which does not require compensation to be recorded if the consideration to be received is at least equal to the fair value of the common stock to be issued at the measurement date. Under the requirements of SFAS No. 123, non-employee stock-based transactions require compensation to be recorded based on the fair value of the securities issued or the services received, whichever is more reliably measurable.

The following table illustrates the effect on net loss and loss per share had employee compensation costs for the stock-based compensation plan been determined based on grant date fair values of awards under the provisions of SFAS No. 123, for the three- and six-month periods ended June 30, 2003 and 2002 (unaudited; in thousands, except per share data):


	Three-Month Period Ended June 30,						Six-Month Period Ended June 30,
	2003			2002 As restated (Note 1)			2003			2002 As restated (Note 1)
Net loss applicable to common stockholders
As reported	$	(1,623	)	$	(6,871	)	$	(11,004	)	$	(14,274	)
Add total stock-based compensation expense charged to income, net of related tax effect		846			621			1,149			1,602
Deduct total stock-based compensation expense determined under the fair value-based method for all awards, net of related tax effects		(3,756	)		(2,825	)		(6,137	)		(5,563	)

Pro forma, net loss per share applicable to common stockholders	$	(4,533	)	$	(9,075	)	$	(15,992	)	$	(18,235	)

Net loss per share applicable to common stockholders, basic and diluted
As reported	$	(0.01	)	$	(0.06	)	$	(0.09	)	$	(0.12	)

Pro forma	$	(0.04	)	$	(0.08	)	$	(0.13	)	$	(0.15	)

The Company granted 1,737,092 stock options for employees and directors and 35,000 stock options for non-employees during the six-month period ended June 30, 2003. These stock options have an average exercise price of $6.81 and an average fair value of $4.41.

Loss Per Share

Basic loss per share is computed as net loss less accretion of the discount on Series A mandatorily redeemable convertible preferred stock divided by the weighted average number of shares outstanding for the period. The weighted average number of shares outstanding is reduced by 94,197 and 126,290 shares for the three- and six-month periods ended June 30, 2003, respectively, which are unvested stock grants subject to repurchase. Diluted loss per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and convertible securities.

For the three- and six-month periods ended June 30, 2003 and 2002, all dilutive securities have been excluded from dilutive loss per share, as their inclusion would have had an antidilutive effect on loss per share. For the three- and six-month periods ended June 30, 2003, the securities whose conversion would result in an incremental number of shares that would be included in determining

the weighted average shares outstanding for diluted loss per share if their effect was not antidilutive are as follows: the common stock equivalent effect of outstanding stock options, and 5,865,102 shares of Series A mandatorily redeemable convertible preferred stock.

Pending Accounting Pronouncement

The Financial Accounting Standards Board has issued Statement No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” Statement No. 150 requires that certain freestanding financial instruments be reported as liabilities on the balance sheet. Depending on the type of financial instrument, it will be accounted for at either fair value or the present value of future cash flows determined at each balance sheet date with the change in that value reported as interest expense on the income statement. Prior to the application of Statement No. 150, either those financial instruments were not required to be recognized or, if recognized, were reported on the balance sheet as equity and changes in the value of those instruments were normally not recognized in net income.

The Company is required to apply Statement No. 150 for the period beginning on July 1, 2003. The Company has mandatorily redeemable convertible preferred stock issued and outstanding that will continue to be reported as mezzanine equity when Statement No. 150 is applied, as those instruments are convertible up to the date of maturity. The Company does not expect the application of Statement No. 150 to have any effect on its consolidated financial statements.

Acquisitions of Assets

Upon consummation of each acquisition, the Company evaluates whether the acquisition constitutes a business. An acquisition is considered a business if it is comprised of a complete self-sustaining integrated set of activities and assets consisting of inputs, processes applied to those inputs and resulting outputs that are used to generate revenues. For a transferred set of activities and assets to be a business, it must contain all of the inputs and processes necessary for it to continue to conduct normal operations after the transferred set is separated from the transferor, which includes the ability to sustain a revenue stream by providing its outputs to customers. A transferred set of activities and assets fails the definition of a business if it excludes one or more significant items such that it is not possible for the set to continue normal operations and sustain a revenue stream by providing its products and/or services to customers.

In January 2003, the Company acquired five low-power television stations in Santa Barbara, California from Univision for an aggregate purchase price of approximately $2.5 million.

In February 2003, the Company acquired a low-power television station in Hartford, Connecticut for $50,000.

On January 15, 2003 the Company entered into a time brokerage agreement with Big City Radio, Inc. to operate three radio stations in the greater Los Angeles area prior to the acquisition of those three stations. On April 16, 2003, the Company consummated the purchase of substantially all of the assets of those three stations for $100 million in cash and 3,766,478 shares of Class A common stock. The value of the common stock was based on a five-day average closing price around the announcement date of the acquisition.

In connection with the above acquisitions consummated during the six-month period ended June 30, 2003, the Company acquired $138.5 million in FCC licenses, which are classified as intangible assets not subject to amortization. None of these acquisitions was considered a business.

The composition of the Company’s intangible assets and the associated accumulated amortization as of June 30, 2003 and December 31, 2002 is as follows (in thousands):


			June 30, 2003						December 31, 2002
			(unaudited)						(reclassified)
	Weighted average remaining life in years		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Television network affiliation agreements		19	$	62,591	$	19,666	$	42,925	$	62,591	$	18,513	$	44,078
Customer base		8		136,652		31,365		105,287		136,652		23,845		112,807
Other		11		40,540		29,297		11,243		38,692		28,212		10,480

Total intangible assets subject to amortization			$	239,783	$	80,328	$	159,445	$	237,935	$	70,570	$	167,365

Intangible assets not subject to amortization:
FCC licenses							$	847,226					$	708,712
Time brokerage agreements								40,798						40,798

Total intangible assets not subject to amortization								888,024						749,510

Total intangible assets							$	1,047,469					$	916,875

3. DISCONTINUED OPERATIONS AND SUBSEQUENT EVENT

Discontinued Operations

On July 3, 2003, the Company sold substantially all of the assets and certain specified liabilities related to its publishing segment to CPK NYC, LLC for aggregate consideration of approximately $19.9 million. In the sale, the Company received $18.0 million in cash and an unsecured, subordinated promissory note in the principal amount of $1.9 million. The note bears interest at a rate of 8.0% per annum compounded annually, and all principal and accrued interest on the note are due and payable on July 3, 2008.

Summarized financial information for the discontinued publishing operations is as follows (in thousands):

BALANCE SHEET DATA:


	June 30, 2003		December 31, 2002
	(Unaudited)
Property and equipment, net	$	284	$	357
Favorable lease rights subject to amortization		3,696		3,889
Other assets		330		236

Other liabilities		3,478		3,378

STATEMENTS OF OPERATIONS DATA (unaudited):


	Three-Month Period Ended June 30,					Six-Month Period Ended June 30,
	2003			2002		2003			2002
Net revenue	$	4,871		$	5,087	$	9,516		$	9,593
Net income (loss) from discontinued operations		(1	)		365		(272	)		452

Subsequent Event

On July 25, 2003, the Company acquired a construction permit to build a low-power television station in the San Diego, California market for $1.8 million.

4. SEGMENT INFORMATION

Following the Company’s disposition of its publishing operations on July 3, 2003 (see Note 3 above), the Company now operates in three reportable segments: television broadcasting, radio broadcasting and outdoor advertising.

Television Broadcasting

The Company owns and/or operates 42 primary television stations located primarily in the southwestern United States, consisting primarily of Univision affiliates.

Radio Broadcasting

The Company owns and/or operates 58 radio stations (43 FM and 15 AM) located primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas.

Outdoor Advertising

The Company owns approximately 11,400 outdoor advertising faces located primarily in Los Angeles and New York.

Separate financial data for each of the Company’s operating segments is provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses and non-cash stock-based compensation. There were no significant sources of revenue generated outside the United States during the three-and six-month periods ended June 30, 2003 and 2002. The Company evaluates the performance of its operating segments based on the following (unaudited, in thousands):


	Three-Month Period Ended June 30,						% Change			Six-Month Period Ended June 30,						% Change
	2003			2002 As restated (Note 1)						2003			2002 As restated (Note 1)
Net revenue
Television	$	32,368		$	29,225			11	%	$	57,847		$	53,246			9	%
Radio		23,478			20,357			15	%		39,737			35,145			13	%
Outdoor		8,302			7,435			12	%		14,834			13,174			13	%

Consolidated		64,148			57,017			13	%		112,418			101,565			11	%

Direct operating expenses
Television		12,632			12,211			3	%		24,463			23,375			5	%
Radio		9,134			7,749			18	%		16,933			14,253			19	%
Outdoor		5,311			5,050			5	%		10,246			9,747			5	%

Consolidated		27,077			25,010			8	%		51,642			47,375			9	%

Selling, general and administrative expenses
Television		5,736			4,843			18	%		11,534			9,992			15	%
Radio		5,521			6,369			(13	)%		10,477			10,756			(3	)%
Outdoor		1,103			1,032			7	%		2,166			1,979			9	%

Consolidated		12,360			12,244			1	%		24,177			22,727			6	%

Depreciation and amortization
Television		3,666			3,713			(1	)%		7,471			7,193			4	%
Radio		1,938			1,652			17	%		3,759			3,149			19	%
Outdoor (1)		5,362			2,952			82	%		10,591			5,039			110	%

Consolidated		10,966			8,317			32	%		21,821			15,381			42	%

Segment operating profit (loss)
Television		10,334			8,458			22	%		14,379			12,686			13	%
Radio		6,885			4,587			50	%		8,568			6,987			23	%
Outdoor		(3,474	)		(1,599	)		117	%		(8,169	)		(3,591	)		127	%

Consolidated		13,745			11,446			20	%		14,788			16,082			(8	)%

Corporate expenses		3,701			3,437			8	%		6,126			6,860			(11	)%
Non-cash stock-based compensation		846			621			36	%		1,149			1,602			(28	)%

Operating income	$	9,198		$	7,388			24	%	$	7,503		$	7,620			(2	)%

Capital expenditures
Television	$	2,620		$	5,309					$	5,050		$	9,349
Radio		2,583			2,678						3,407			4,565
Outdoor		201			94						274			451

Consolidated	$	5,404		$	8,081					$	8,731		$	14,365

Total assets (as of June 30)
Television	$	390,665
Radio		1,058,641
Outdoor		245,755
Publishing		4,310

Consolidated	$	1,699,371



(1)	Management revised downward its estimate of the remaining useful life of the outdoor reporting unit’s customer base intangible asset from 13 years to eight years effective October 1, 2002. The increase in amortization expense related to this change in estimate for the three- and six-month periods ended June 30, 2003 was $2.3 million and $5.4 million.

5. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that arose in the ordinary course of business. The Company is a party to three separate actions, none of which management believes is material, from plaintiffs seeking unspecified damages. Accruals have been made in the consolidated financial statements as necessary to provide for management’s best estimate of the probable liability associated with these actions. While the Company’s legal counsel cannot express an opinion on these matters, management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We generate revenue from sales of national and local advertising time on television and radio stations and advertising on our outdoor advertising faces. Advertising rates are, in large part, based on each media’s ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when commercials are broadcast and outdoor advertising services are provided. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commission expense to agencies on local, regional and national advertising. Our revenue reflects deductions from gross revenue for commissions to these agencies.

As discussed further below, we sold our publishing operations on July 3, 2003. Following this disposition, we now operate in three reportable segments: television broadcasting, radio broadcasting and outdoor advertising. As of June 30, 2003, we own and/or operate 42 primary television stations that are located primarily in the southwestern United States. We own and/or operate 58 radio stations (43 FM and 15 AM) located primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas. Our outdoor advertising segment consists of approximately 11,400 advertising faces located primarily in Los Angeles and New York. The comparability of our results between the three- and six-month periods ended June 30, 2003 and 2002 is significantly affected by acquisitions and dispositions in those periods.

Our net revenue for the six-month period ended June 30, 2003 was $112 million. Of that amount, revenue generated by our television segment accounted for 52%, revenue generated by our radio segment accounted for 35% and revenue generated by our outdoor segment accounted for 13%.

Several factors may adversely affect our performance in any given period. Seasonal revenue fluctuations are common in the broadcasting and outdoor advertising industries and are due primarily to variations in advertising expenditures by both local and national advertisers. Our business is also affected by general trends in the national economic environment, as well as economic changes in the local or regional markets in which we operate. The effects of the recent economic downturn could continue to affect adversely our advertising revenues, causing our operating income to be reduced.

Our primary expenses are employee compensation, including commissions paid to our sales staffs and our national representative firms, marketing, promotion and selling, technical, local programming, engineering and general and administrative. Our local programming costs for television consist of costs related to producing local newscasts in most of our markets.

As a result of the acquisitions we consummated in recent years, approximately 84% of our total assets and 137% of our net assets are intangible. We periodically review our long-lived assets, including intangible assets and goodwill related to those acquisitions to determine potential impairment. To date, we have determined that no impairment of long-lived assets or goodwill exists. In making this determination, the assumptions about future cash flows on the assets under evaluation are critical. Some stations under evaluation have had limited relevant cash flow history due to planned conversion of format or upgrade of station signal. The assumptions about increasing cash flows after conversion reflect management’s estimates of how these stations are expected to perform based on similar stations and markets and possible proceeds from the sale of the assets. If these expected increases or sale proceeds are not realized, impairment losses may be recorded in the future.

On January 15, 2003 we entered into a time brokerage agreement with Big City Radio, Inc., which allowed us to operate three radio stations in the greater Los Angeles market prior to our acquisition of those three stations. On April 16, 2003, we consummated our purchase of substantially all of the assets of those three stations for $100 million in cash and 3,766,478 shares of our Class A common stock. For purposes of allocating the purchase price, the Class A common stock issued to Big City Radio was valued at approximately $37.8 million, based on a five-day average closing price around the announcement date of the acquisition. We evaluated the transferred set of activities, assets, inputs and processes from this acquisition and determined that the items excluded were significant and that this acquisition was not considered a business.

On July 3, 2003, we sold substantially all of the assets and certain specified liabilities related to our publishing segment to CPK NYC, LLC for aggregate consideration of $19.9 million, consisting of $18.0 million in cash and an unsecured, subordinated five-year note in the principal amount of $1.9 million (see Note 3 to the consolidated financial statements). As a result of our decision to sell our publishing operations, our consolidated financial statements for all periods presented have been adjusted to reflect the publishing operations as discontinued operations and publishing assets and liabilities as held for sale or assignment, as the case may be, in accordance with SFAS No. 144.

Univision currently owns approximately 28% of our common stock. In connection with its proposed merger with Hispanic Broadcasting Corporation, Univision announced in February 2003 that it had reached a tentative agreement with the U.S. Department

of Justice, or DOJ, pursuant to which Univision agreed, among other things, to sell enough of our stock so that its ownership of our company will not exceed 15% at the end of three years and 10% at the end of six years.

Univision’s agreement with DOJ also requires that Univision exchange all of the shares of our Class A and Class C common stock which it currently owns for shares of a new Series U preferred stock which we intend to create. We anticipate that this Series U preferred stock will have limited voting rights and will not include the right to elect directors. We also anticipate that the new Series U preferred stock will be mandatorily convertible into common stock, without any liquidation preference, when and if we create a new class of common stock that generally has the same rights, preferences, privileges and restrictions as the Series U preferred stock. We believe that this exchange will occur in the near future. Univision’s agreement with DOJ will have no impact on our existing television station affiliation agreement with Univision.

Three- and Six-Month Periods Ended June 30, 2003 and 2002 (Unaudited)

The following table sets forth selected data from our operating results for the three- and six-month periods ended June 30, 2003 and 2002 (in thousands):


	Three-Month Period Ended June 30,									Six-Month Period Ended June 30,
	2003			2002 As restated			% Change			2003			2002 As restated			% Change
Statements of operations data:
Net revenue	$	64,148		$	57,017			13	%	$	112,418		$	101,565			11	%
Direct operating expenses		27,077			25,010			8	%		51,642			47,375			9	%
Selling, general and administrative expenses		12,360			12,244			1	%		24,177			22,727			6	%
Corporate expenses		3,701			3,437			8	%		6,126			6,860			(11	)%
Depreciation and amortization		10,966			8,317			32	%		21,821			15,381			42	%
Non-cash stock-based compensation		846			621			36	%		1,149			1,602			(28	)%

Operating income		9,198			7,388			24	%		7,503			7,620			(2	)%
Interest expense, net		(7,098	)		(5,906	)		20	%		(13,393	)		(12,501	)		7	%
Loss on sale of assets		—			(358	)		*			—			(358	)		*

Income (loss) before income tax		2,100			1,124			87	%		(5,890	)		(5,239	)		12	%
Income tax benefit (expense)		(1,183	)		(5,863	)		(80	)%		470			(4,523	)		*

Net income (loss) before equity in earnings of nonconsolidated affiliates		917			(4,739	)		*			(5,420	)		(9,762	)		(44	)%
Equity in net earnings of nonconsolidated affiliates		260			18			*			211			—			*

Net income (loss) before discontinued operations		1,177			(4,721	)		*			(5,209	)		(9,762	)		(47	)%
Income (loss) from discontinued operations		(1	)		365			*			(272	)		452			*

Net income (loss)	$	1,176		$	(4,356	)		*		$	(5,481	)	$	(9,310	)		(41	)%

Other Data:
Broadcast cash flow	$	24,711		$	19,763			25	%	$	36,599		$	31,463			16	%
EBITDA as adjusted (adjusted for non-cash stock-based compensation)	$	21,010		$	16,326			29	%	$	30,473		$	24,603			24	%
Cash flows provided by operating activities	$	13,330		$	6,006			122	%	$	14,332		$	15,570			(8	)%
Cash flows used in investing activities	$	(104,069	)	$	(49,196	)		112	%	$	(110,073	)	$	(80,916	)		36	%
Cash flows provided by financing activities	$	92,241		$	33,139			178	%	$	92,557		$	54,816			69	%
Capital expenditures and intangibles	$	104,073		$	47,449			119	%	$	110,077		$	78,462			40	%

* Percentage not meaningful.



(1)	Broadcast cash flow means operating income (loss) before corporate expenses, depreciation and amortization and non-cash stock-based compensation. EBITDA as adjusted means broadcast cash flow less corporate expenses. We use the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. We evaluate and project the liquidity and cash flows of our business using several measures, including broadcast cash flow and EBITDA as adjusted. We consider these measures as important indicators of liquidity relating to our operations, as they eliminate the effects of non-cash depreciation and amortization and non-cash stock-based compensation awards. We use these measures to evaluate liquidity and cash flow improvement from year to year as they eliminate non-cash expense items. We that believe our investors should use these measures because they may provide a better comparability of our liquidity to that of our competitors.


	Our calculation of EBITDA as adjusted included herein is substantially similar to the measures used in the financial covenants included in our bank credit facility and in the indenture governing our senior subordinated notes. In those instruments, EBITDA

as adjusted is referred to as “operating cash flow” and “consolidated cash flow,” respectively. Under our bank credit facility as currently amended, we cannot incur additional indebtedness if the incurrence of such indebtedness would result in our ratio of total debt to operating cash flow having exceeded 6.5 to 1 on a pro forma basis for the prior full four quarters. Under the indenture, the corresponding ratio of total indebtedness to consolidated cash flow cannot exceed 7.1 to 1 on the same basis. The actual ratios of total indebtedness to each of operating cash flow and consolidated cash flow as of June 30, 2003 and 2002 were 6.3 to 1 and 6.1 to 1, respectively.

While we and many in the financial community consider broadcast cash flow and EBITDA as adjusted to be important, they should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. In addition, our definitions of broadcast cash flow and EBITDA as adjusted differ from those of many companies reporting similarly named measures.


	Broadcast cash flow and EBITDA as adjusted are non-GAAP measures. The most directly comparable GAAP financial measure to each of broadcast cash flow and EBITDA as adjusted is net income (loss). A reconciliation of these non-GAAP measures to net income (loss) follows (unaudited; in thousands):


	Three-Month Period Ended June 30,						Six-Month Period Ended June 30,
	2003			2002 As restated			2003			2002 As restated
Broadcast cash flow	$	24,711		$	19,763		$	36,599		$	31,463
Corporate expenses		3,701			3,437			6,126			6,860

EBITDA as adjusted		21,010			16,326			30,473			24,603
Non-cash stock-based compensation		846			621			1,149			1,602
Depreciation and amortization		10,966			8,317			21,821			15,381

Operating income		9,198			7,388			7,503			7,620
Interest expense		(7,112	)		(5,973	)		(13,422	)		(12,626	)
Interest income		14			67			29			125
Loss on sale of assets		—			(358	)		—			(358	)

Income (loss) before income taxes		2,100			1,124			(5,890	)		(5,239	)
Income tax benefit (expense)		(1,183	)		(5,863	)		470			(4,523	)

Net income (loss) before equity in earnings of nonconsolidated affiliates		917			(4,739	)		(5,420	)		(9,762	)
Equity in earnings of nonconsolidated affiliates		260			18			211			—

Net income (loss) before discontinued operations		1,177			(4,721	)		(5,209	)		(9,762	)
Net income (loss) from discontinued operations		(1	)		365			(272	)		452

Net income (loss)	$	1,176		$	(4,356	)	$	(5,481	)	$	(9,310	)

Consolidated Operations

Net Revenue. Net revenue increased to $64.1 million for the three-month period ended June 30, 2003 from $57.0 million for the three-month period ended June 30, 2002, an increase of $7.1 million. The overall increase came primarily from our television and radio segments, which together accounted for $6.2 million of the increase. The increase from these segments was attributable to increased advertising sold (referred to as “inventory” in our industry), increased rates for that inventory, new revenue associated with our 2003 acquisitions and increased revenue due to a full three months of operations of our 2002 acquisitions. The overall increase in net revenue also came from an increase in outdoor revenue, which accounted for $0.9 million of the overall increase.

Net revenue increased to $112.4 million for the six-month period ended June 30, 2003 from $101.6 million for the six-month period ended June 30, 2002, an increase of $10.8 million. The overall increase came primarily from our television and radio segments, which together accounted for $9.2 million of the increase. The increase from these segments was attributable to increased inventory sold, increased rates for that inventory, new revenue associated with our 2003 acquisitions and increased revenue due to a full six months of operations of our 2002 acquisitions. The overall increase in net revenue also came from an increase in outdoor revenue, which accounted for $1.6 million of the overall increase.

We currently anticipate that a full year of operations from our 2002 and 2003 acquisitions will contribute to an overall increase in our net revenue for 2003. We also currently anticipate that the number of advertisers purchasing Spanish-language

advertising will continue to rise and will result in greater demand for our inventory. We expect that this increased demand will, in turn, allow us to increase our rates, resulting in continued increases in net revenue in future periods.

Direct Operating Expenses. Direct operating expenses increased to $27.1 million for the three-month period ended June 30, 2003 from $25.0 million for the three-month period ended June 30, 2002, an increase of $2.1 million. The overall increase came primarily from our television and radio segments, which together accounted for $1.8 million of the increase. The increase from these segments was primarily attributable to an increase in national representation fees, an increase in ratings services expenses, new expense associated with our 2003 acquisitions and a full three months of operations of our 2002 acquisitions. The overall increase also came from an increase in outdoor direct operating expenses, which accounted for $0.3 million of the overall increase. As a percentage of net revenue, direct operating expenses decreased to 42% for the three-month period ended June 30, 2003 from 44% for the three-month period ended June 30, 2002. Direct operating expenses decreased as a percentage of net revenue because their increases were outpaced by higher increases in net revenue.

Direct operating expenses increased to $51.6 million for the six-month period ended June 30, 2003 from $47.4 million for the six-month period ended June 30, 2002, an increase of $4.2 million. The overall increase came primarily from our television and radio segments, which together accounted for $3.7 million of the increase. The increase from these segments was primarily attributable to an increase in national representation fees, an increase in ratings services expenses, new expense associated with our 2003 acquisitions and a full six months of operations of our 2002 acquisitions. The overall increase also came from an increase in outdoor direct operating expenses, which accounted for $0.5 million of the overall increase. As a percentage of net revenue, direct operating expenses decreased to 46% for the six-month period ended June 30, 2003 from 47% for the six-month period ended June 30, 2002. Direct operating expenses decreased as a percentage of net revenue because their increases were outpaced by higher increases in net revenue.

We currently anticipate that, as our net revenue increases in future periods, our direct operating expenses correspondingly will continue to increase. However, we expect that net revenue increases will outpace direct operating expense increases such that direct operating expenses as a percentage of net revenue will continue to decrease in future periods.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $12.4 million for the three-month period ended June 30, 2003 from $12.2 million for the three-month period ended June 30, 2002, an increase of $0.2 million. The overall increase was primarily attributable to an increase in insurance costs, new expenses associated with our 2003 acquisitions and a full three months of operations of our 2002 acquisitions. The increase was partially offset by the settlement of a contract dispute with our former radio national representation firm, Interep National Sales, Inc., which accounted for $1.6 million in 2002. As a percentage of net revenue, selling, general and administrative expenses decreased to 19% for the three-month period ended June 30, 2003 from 21% for the three-month period ended June 30, 2002. Selling, general and administrative expenses as a percentage of net revenue decreased due to the Interep settlement, which accounted for $1.6 million in 2002. Excluding the Interep settlement, selling, general and administrative expenses as a percentage of net revenue remained unchanged at 19% for the three-month periods ended June 30, 2003 and 2002.

Selling, general and administrative expenses increased to $24.2 million for the six-month period ended June 30, 2003 from $22.7 million for the six-month period ended June 30, 2002, an increase of $1.5 million. The overall increase came primarily from our television and radio segments, which together accounted for $1.3 million of the increase. The increase from these segments was primarily attributable to an increase in insurance costs, new expenses associated with our 2003 acquisitions and a full six months of operations of our 2002 acquisitions. As a percentage of net revenue, selling, general and administrative expenses remained unchanged at 22% for the six-month periods ended June 30, 2003 and 2002. Excluding the Interep settlement, selling, general and administrative expenses as a percentage of net revenue increased to 22% for the six-month period ended June 30, 2003 from 21% for the six-month period ended June 30, 2002. The increase was primarily attributable to an increase in insurance costs and expenses associated with our TeleFutura stations.

On a long-term basis, although we currently anticipate that selling, general and administrative expenses will increase in future periods, we expect that net revenue increases will outpace selling, general and administrative expense increases such that selling, general and administrative expenses as a percentage of net revenue will decrease in future periods. On a short-term basis, we currently anticipate incurring additional expenses in and after the third quarter of 2003 in connection with the relocation of our Radio Division to Los Angeles from Campbell, California, including moving expenses, severance, write-off of leasehold improvements, if any, and any inability to sublease our existing space in Campbell during the six years currently remaining on that lease.

Corporate Expenses. Corporate expenses increased to $3.7 million for the three-month period ended June 30, 2003 from $3.4 million for the three-month period ended June 30, 2002, an increase of $0.3 million. The increase was primarily attributable to increased insurance costs and bonuses associated with the increase in EBITDA as adjusted, partially offset by a $0.5 million reimbursement from Univision for legal and other costs associated with the third-party information request that we received in connection with the proposed merger between Univision and Hispanic Broadcasting Corporation. As a percentage of net revenue, corporate expenses remained unchanged at 6% for each of the three-month periods ended June 30, 2003 and 2002. Excluding the

Univision reimbursement (offset by current period Univision-related expenses), corporate expenses as a percentage of net revenue also remained unchanged at 6% for each of the three-month periods ended June 30, 2003 and 2002.

Corporate expenses decreased to $6.1 million for the six-month period ended June 30, 2003 from $6.9 million for the six-month period ended June 30, 2002, a decrease of $0.8 million. The decrease was primarily attributable to a $2.0 million reimbursement from Univision for legal and other costs associated with the third-party information request that we received in connection with the proposed merger between Univision and Hispanic Broadcasting Corporation. Approximately $0.6 million of the reimbursement was attributable to out-of-pocket expenses incurred with third-party service providers in 2002. This decrease was partially offset by increased insurance costs and bonuses associated with the increase in EBITDA as adjusted. As a percentage of net revenue, corporate expenses decreased to 5% for the six-month period ended June 30, 2003 from 7% for the six-month period ended June 30, 2002. Excluding the Univision reimbursement (offset by current period Univision-related expenses), corporate expenses as a percentage of net revenue remained unchanged at 7% for each of the six-month periods ended June 30, 2003 and 2002.

We currently anticipate that corporate expenses will increase in future periods, primarily due to increased insurance costs and higher accounting, legal and other costs associated with our compliance with the Sarbanes-Oxley Act of 2002. Nevertheless, we expect that these increases will be outpaced by net revenue increases such that corporate expenses as a percentage of net revenue will decrease in future periods.

Depreciation and Amortization. Depreciation and amortization increased to $11.0 million for the three-month period ended June 30, 2003 from $8.3 million for the three-month period ended June 30, 2002, an increase of $2.7 million. This increase was primarily due to increased amortization of $2.3 million in our outdoor segment as a result of management revising downward its estimate of the remaining useful life of the outdoor segment’s customer base intangible from 13 years to eight years effective October 1, 2002.

Depreciation and amortization increased to $21.8 million for the six-month period ended June 30, 2003 from $15.4 million for the six-month period ended June 30, 2002, an increase of $6.4 million. This increase was primarily due to increased amortization of $5.4 million in our outdoor segment as a result of management revising downward its estimate of the remaining useful life of the outdoor segment’s customer base intangible from 13 years to eight years effective October 1, 2002.

Non-Cash Stock-Based Compensation. Non-cash stock-based compensation increased to $0.8 million for the three-month period ended June 30, 2003 from $0.6 million for the three-month period ended June 30, 2002, an increase of $0.2 million. Non-cash stock-based compensation decreased to $1.1 million for the six-month period ended June 30, 2003 from $1.6 million for the six-month period ended June 30, 2002, a decrease of $0.5 million. Non-cash stock-based compensation consists primarily of compensation expense relating to restricted and unrestricted stock awards granted to our employees during the second quarter of 2000 and stock options granted to non-employees. As of May 2003, all non-cash compensation expense related to restricted and unrestricted stock awards made to date has been fully recognized.

Operating Income (Loss). As a result of the above factors, we had operating income of $9.2 million for the three-month period ended June 30, 2003, compared to operating income of $7.4 million for the three-month period ended June 30, 2002. The increase in operating income was primarily due to increased revenue, partially offset by increased direct operating expenses and increased amortization expenses in our outdoor segment.

As a result of the above factors, we had operating income of $7.5 million for the six-month period ended June 30, 2003, compared to operating income of $7.6 million for the six-month period ended June 30, 2002. The decrease in operating income was primarily due to increased direct operating expenses and increased amortization expenses in our outdoor segment, partially offset by increased revenue.

Interest Expense, Net. Interest expense increased to $7.1 million for the three-month period ended June 30, 2003 from $5.9 million for the three-month period ended June 30, 2002, an increase of $1.2 million. The increase was primarily attributable to $100 million of additional borrowings under our bank credit facility to fund the cash portion of the purchase price for the three radio stations we acquired from Big City Radio.

Interest expense increased to $13.4 million for the six-month period ended June 30, 2003 from $12.6 million for the six-month period ended June 30, 2002, an increase of $0.8 million. The increase was primarily attributable to $100 million of additional borrowings under our bank credit facility to fund the cash portion of the purchase price for the three radio stations we acquired from Big City Radio.

Income Tax Benefit (Expense). Our expected tax benefit (expense) is based on the estimated effective tax rate for the full year 2003. We currently have approximately $104 million in net operating loss carryforwards expiring through 2022 that we expect will be utilized prior to their expiration.

Net Income (Loss). Net income increased to $1.2 million for the three-month period ended June 30, 2003 from a net loss of $4.4 million for the three-month period ended June 30, 2002, an increase of $5.6 million. This increase was primarily attributable to the increase in net revenue.

Net loss decreased to $5.5 million for the six-month period ended June 30, 2003 from $9.3 million for the six-month period ended June 30, 2002, a decrease of $3.8 million. This decrease was primarily attributable to the increase in net revenue.

Segment Operations

Television

Net Revenue. Net revenue in our television segment increased to $32.4 million for the three-month period ended June 30, 2003 from $29.2 million for the three-month period ended June 30, 2002, an increase of $3.2 million. Of the overall increase, $3.0 million was attributable to our Univision stations, our TeleFutura stations remained unchanged and $0.2 million was attributable to our other stations. The overall increase was primarily attributable to an increase in national advertising sales due to a combination of an increase in rates and inventory sold.

Net revenue increased to $57.8 million for the six-month period ended June 30, 2003 from $53.2 million for the six-month period ended June 30, 2002, an increase of $4.6 million. Of the overall increase, $4.3 million was attributable to our Univision stations, $0.1 million was attributable to our TeleFutura stations and $0.2 million was attributable to our other stations. The overall increase was primarily attributable to an increase in national advertising sales due to a combination of an increase in rates and inventory sold.

Direct Operating Expenses. Direct operating expenses in our television segment increased to $12.6 million for the three-month period ended June 30, 2003 from $12.2 million for the three-month period ended June 30, 2002, an increase of $0.4 million. The increase was primarily attributable to an increase in national representation fees associated with the increase in net revenue, an increase in the cost of ratings services and an increase in news costs due to the addition of newscasts in the San Diego, Orlando and Boston markets.

Direct operating expenses increased to $24.5 million for the six-month period ended June 30, 2003 from $23.4 million for the six-month period ended June 30, 2002, an increase of $1.1 million. The increase was primarily attributable to an increase in national representation fees associated with the increase in net revenue, an increase in the cost of ratings services and an increase in news costs due to the addition of newscasts in the San Diego, Orlando and Boston markets.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment increased to $5.7 million for the three-month period ended June 30, 2003 from $4.8 million for the three-month period ended June 30, 2002, an increase of $0.9 million. The increase was primarily attributable to an increase in insurance costs, expenses associated with our TeleFutura stations and expenses associated with our joint marketing and programming agreement with Grupo Televisa, S.A. de C.V. in San Diego.

Selling, general and administrative expenses increased to $11.5 million for the six-month period ended June 30, 2003 from $10.0 million for the six-month period ended June 30, 2002, an increase of $1.5 million. The increase was primarily attributable to an increase in insurance costs and expenses associated with our TeleFutura stations.

Radio

Net Revenue. Net revenue in our radio segment increased to $23.5 million for the three-month period ended June 30, 2003 from $20.4 million for the three-month period ended June 30, 2002, an increase of $3.1 million. The increase was primarily attributable to a combination of an increase in rates and inventory sold by our national radio sales representative – Lotus/Entravision Reps LLC, a joint venture we entered into in August 2001 with Lotus Hispanic Reps Corp. – as well as new revenue associated with our 2003 acquisitions and a full three months of operations of our 2002 acquisitions.

Net revenue increased to $39.7 million for the six-month period ended June 30, 2003 from $35.1 million for the six-month period ended June 30, 2002, an increase of $4.6 million. The increase was primarily attributable to a combination of an increase in rates and inventory sold by Lotus/Entravision Reps LLC, as well as new revenue associated with our 2003 acquisitions and a full six months of operations of our 2002 acquisitions.

Direct Operating Expenses. Direct operating expenses in our radio segment increased to $9.1 million for the three-month period ended June 30, 2003 from $7.7 million for the three-month period ended June 30, 2002, an increase of $1.4 million. The increase was primarily attributable to an increase in commissions and national representation fees associated with the increase in net revenue, new expenses associated with our 2003 acquisitions and a full three months of operations of our 2002 acquisitions.

Direct operating expenses increased to $16.9 million for the six-month period ended June 30, 2003 from $14.3 million for the six-month period ended June 30, 2002, an increase of $2.6 million. The increase was primarily attributable to an increase in commissions and national representation fees associated with the increase in net revenue, new expenses associated with our 2003 acquisitions and a full six months of operations of our 2002 acquisitions.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment decreased to $5.5 million for the three-month period ended June 30, 2003 from $6.4 million for the three-month period ended June 30, 2002, a decrease of $0.9 million. The decrease was primarily attributable to the Interep settlement, which accounted for $1.6 million in 2002. The decrease was partially offset by an increase in new expenses associated with our 2003 acquisitions and a full three months of operations of our 2002 acquisitions.

Selling, general and administrative expenses decreased to $10.5 million for the six-month period ended June 30, 2003 from $10.8 million for the six-month period ended June 30, 2002, a decrease of $0.3 million. The decrease was primarily attributable to the Interep settlement, which accounted for $1.6 million in 2002. The decrease was partially offset by an increase in new expenses associated with our 2003 acquisitions and a full six months of operations of our 2002 acquisitions.

Outdoor

Net Revenue. Net revenue from our outdoor segment increased to $8.3 million for the three-month period ended June 30, 2003 from $7.4 million for the three-month period ended June 30, 2002, an increase of $0.9 million. The increase was primarily attributable to an increase in national advertising sales due to a combination of an increase in rates and inventory sold.

Net revenue increased to $14.8 million for the six-month period ended June 30, 2003 from $13.2 million for the six-month period ended June 30, 2002, an increase of $1.6 million. The increase was primarily attributable to an increase in national advertising sales due to a combination of an increase in rates and inventory sold.

We currently anticipate that net revenue from our outdoor segment will decrease in the short term primarily due to recent personnel changes, non-returning local government advertising dollars in New York and the general weakness in our outdoor advertising markets. In the longer term, however, we currently anticipate moderate increases in net revenue from our outdoor segment.

Direct Operating Expenses. Direct operating expenses from our outdoor segment increased to $5.3 million for the three-month period ended June 30, 2003 from $5.1 million for the three-month period ended June 30, 2002, an increase of $0.2 million. The increase was primarily attributable to higher installation costs as a result of increased sales.

Direct operating expenses increased to $10.2 million for the six-month period ended June 30, 2003 from $9.7 million for the six-month period ended June 30, 2002, an increase of $0.5 million. The increase was primarily attributable to higher installation costs as a result of increased sales.

Selling, General and Administrative Expenses. Selling, general and administrative expenses from our outdoor segment increased to $1.1 million for the three-month period ended June 30, 2003 from $1.0 million for the three-month period ended June 30, 2002, an increase of $0.1 million. The increase was primarily attributable to higher sales commissions associated with the increase in net revenue.

Selling, general and administrative expenses increased to $2.2 million for the six-month period ended June 30, 2003 from $2.0 million for the six-month period ended June 30, 2002, an increase of $0.2 million. The increase was primarily attributable to higher sales commissions associated with the increase in net revenue.

Liquidity and Capital Resources

While we have a history of operating losses, we also have a history of generating significant positive cash flow from our operations. We expect to fund anticipated cash requirements (including acquisitions, anticipated capital expenditures, including digital conversion, payments of principal and interest on outstanding indebtedness and commitments and share repurchases) with cash flow from operations and externally generated funds, such as proceeds from any debt or equity offering and our bank credit facility. We currently anticipate that funds generated from operations and available borrowings under our bank credit facility will be sufficient to meet our anticipated cash requirements for the foreseeable future.

Bank Credit Facility

Our primary sources of liquidity are cash provided by operations and available borrowings under our bank credit facility. We have a $400 million bank credit facility, expiring in 2007, comprised of a $250 million revolving facility and a $150 million uncommitted loan facility. The original $250 million amount of the revolving facility is subject to an automatic quarterly reduction, and had been reduced to $225 million as of June 30, 2003. Our ability to make additional borrowings under the bank credit facility is subject to compliance with certain financial ratios and other conditions set forth in the bank credit facility.

Our bank credit facility is secured by substantially all of our assets, as well as the pledge of the stock of substantially all of our subsidiaries, including our consolidated special purpose subsidiaries formed to hold our Federal Communications Commission, or FCC, licenses.

In connection with the issuance of our senior subordinated notes (discussed below under the caption “Debt and Equity Financing”), we amended our bank credit facility to conform to certain provisions in the indenture governing our senior subordinated notes. On April 16, 2003, we further amended our bank credit facility in connection with our acquisition of three radio stations from Big City Radio to, among other things, adjust upward the existing covenants relating to maximum total debt ratio and remove the existing cap on the incurrence of subordinated indebtedness. Please see “Broadcast Cash Flow and EBITDA as Adjusted” below.

The revolving facility bears interest at LIBOR (1.125% at June 30, 2003) plus a margin ranging from 0.875% to 3.25% based on our leverage. In addition, we pay a quarterly loan commitment fee ranging from 0.25% to 0.75% per annum, which is levied upon the unused portion of the amount available. As of June 30, 2003, $162 million was outstanding under our bank credit facility and $63 million was available for future borrowings. In July 2003, we paid down an additional $18 million of the outstanding balance on our bank credit facility from the proceeds of our sale of our publishing assets.

Our bank credit facility contains a mandatory prepayment clause, triggered in the event that we liquidate any assets if the proceeds are not utilized to acquire assets of the same type within 180 days, receive insurance or condemnation proceeds which are not fully utilized toward the replacement of such assets or have excess cash flow, as defined in our bank credit facility, 50% of which excess cash flow shall be used to reduce our outstanding loan balance.

Our bank credit facility contains certain financial covenants relating to maximum total debt ratio, minimum total interest coverage ratio and fixed charge coverage ratio. The covenants become increasingly restrictive in the later years of the bank credit facility. Our bank credit facility also requires us to maintain our FCC licenses for our broadcast properties and contains restrictions on the incurrence of additional debt, the payment of dividends, the making of acquisitions and the sale of assets over a certain limit. Additionally, we are required to enter into interest rate agreements if our leverage exceeds certain limits.

We can draw on our revolving facility without prior approval for working capital needs and for acquisitions having an aggregate maximum consideration of less than $25 million. Acquisitions having an aggregate maximum consideration of greater than $25 million but less than or equal to $100 million are conditioned upon our delivery to the agent bank of a covenant compliance certificate showing pro forma calculations assuming such acquisition had been consummated and revised revenue projections for the acquired stations. For acquisitions having an aggregate maximum consideration in excess of $100 million, majority lender consent of the bank group is required.

Debt and Equity Financing

On March 18, 2002, we issued $225 million of our senior subordinated notes due 2009. The senior subordinated notes bear interest at 8¹/₈% per year, payable semi-annually on March 15 and September 15 of each year, which interest payments commenced on September 15, 2002. The net proceeds from our senior subordinated notes were used to repay all indebtedness then outstanding under our bank credit facility and for general corporate purposes.

On May 9, 2002, we filed a shelf registration statement with the SEC to register up to $500 million of equity and debt securities, which we may offer from time to time. That shelf registration statement has been declared effective by the SEC. We have not yet issued any securities under the shelf registration statement. We intend to use the proceeds of any issuance of securities under the shelf registration statement to fund acquisitions or capital expenditures, to reduce or refinance debt or other obligations and for general corporate purposes.

On April 16, 2003, we issued 3,766,478 shares of our Class A common stock as a portion of the purchase price for the three radio stations we acquired from Big City Radio.

Broadcast Cash Flow and EBITDA as Adjusted

Broadcast cash flow (as defined below) increased to $24.7 million for the three-month period ended June 30, 2003 from $19.8 million for the three-month period ended June 30, 2002, an increase of $4.9 million, or 25%. As a percentage of net revenue, broadcast cash flow increased to 39% for the three-month period ended June 30, 2003 from 35% for the three-month period ended June 30, 2002.

Broadcast cash flow increased to $36.6 million for the six-month period ended June 30, 2003 from $31.5 million for the six-month period ended June 30, 2002, an increase of $5.1 million, or 16%. As a percentage of net revenue, broadcast cash flow increased to 33% for the six-month period ended June 30, 2003 from 31% for the six-month period ended June 30, 2002.

We currently anticipate that broadcast cash flow will increase in future periods, both in absolute dollars and as a percentage of net revenue, as we believe that net revenue increases will outpace increases in direct operating and selling, general and administrative expenses.

EBITDA as adjusted (as defined below) increased to $21.0 million for the three-month period ended June 30, 2003 from $16.3 million for the three-month period ended June 30, 2002, an increase of $4.7 million, or 29%. As a percentage of net revenue, EBITDA as adjusted increased to 33% for the three-month period ended June 30, 2003 from 29% for the three-month period ended June 30, 2002.

EBITDA as adjusted increased to $30.5 million for the six-month period ended June 30, 2003 from $24.6 million for the six-month period ended June 30, 2002, an increase of $5.9 million, or 24%. As a percentage of net revenue, EBITDA as adjusted increased to 27% for the six-month period ended June 30, 2003 from 24% for the six-month period ended June 30, 2002.

We currently anticipate that EBITDA as adjusted will increase in future periods, both in absolute dollars and as a percentage of net revenue, as we believe that net revenue increases will outpace increases in direct operating and selling, general and administrative and corporate expenses.

Broadcast cash flow means operating income (loss) before corporate expenses, depreciation and amortization and non-cash stock-based compensation. EBITDA as adjusted means broadcast cash flow less corporate expenses. We use the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. We evaluate and project the liquidity and cash flows of our business using several measures, including broadcast cash flow and EBITDA as adjusted. We consider these measures as important indicators of liquidity relating to our operations, as they eliminate the effects of non-cash depreciation and amortization and non-cash stock-based compensation awards. We use these measures to evaluate liquidity and cash flow improvement from year to year as they eliminate non-cash expense items. We that believe our investors should use these measures because they may provide a better comparability of our liquidity to that of our competitors.

Our calculation of EBITDA as adjusted included herein is substantially similar to the measures used in the financial covenants included in our bank credit facility and in the indenture governing our senior subordinated notes. In those instruments, EBITDA as adjusted is referred to as “operating cash flow” and “consolidated cash flow,” respectively. Under our bank credit facility as currently amended, we cannot incur additional indebtedness if the incurrence of such indebtedness would result in our ratio of total debt to operating cash flow having exceeded 6.5 to 1 on a pro forma basis for the prior full four quarters. Under the indenture, the corresponding ratio of total indebtedness to consolidated cash flow cannot exceed 7.1 to 1 on the same basis. The actual ratios of total indebtedness to each of operating cash flow and consolidated cash flow as of June 30, 2003 and 2002 were 6.3 to 1 and 6.1 to 1, respectively.

Broadcast cash flow and EBITDA as adjusted are non-GAAP measures. For a reconciliation of each of broadcast cash flow and EBITDA as adjusted to net income (loss), their most directly comparable GAAP financial measure, please see page 15.

Cash Flow

Net cash flow provided by operating activities decreased to $14.3 million for the six-month period ended June 30, 2003 from $15.6 million for the six-month period ended June 30, 2002.

Net cash flow used in investing activities increased to $110.1 million for the six-month period ended June 30, 2003 from $80.2 million for the six-month period ended June 30, 2002. The cash portion of our acquisition of media assets for the six-month period ended June 30, 2003 was $101.5 million, consisting of three radio stations in the greater Los Angeles, California area, five low-power television stations in Santa Barbara, California and one low-power television station in Hartford, Connecticut. Additionally, we made other capital expenditures of $8.6 million.

Net cash flow from financing activities increased to $92.6 million for the six-month period ended June 30, 2003 from $54.8 million for the six-month period ended June 30, 2002. During the six-month period ended June 30, 2003, we borrowed $100 million under our bank facility for the acquisition of substantially all of the assets of three radio stations in the greater Los Angeles, California area from Big City Radio. We also received net proceeds of $0.6 million from the exercise of stock options issued under our 2000 Omnibus Equity Incentive Plan and from the sale of shares issued under our 2001 Employee Stock Purchase Plan, or the Employee Stock Purchase Plan. We made payments on long-term liabilities in the amount of $7.5 million and paid bank financing fees related to the Big City Radio assets for $0.5 million.

During the remainder of 2003, we anticipate that our capital expenditures will be approximately $10 million, including approximately $1.5 million in digital television capital expenditures. We anticipate paying for these capital expenditures out of net cash flow from operations.

As part of the transition from analog to digital television, full-service television station owners may be required to stop broadcasting analog signals and relinquish their analog channels to the FCC by 2006 if the market penetration of digital television receivers reaches certain levels by that time. We currently expect that the cost to complete construction of digital television facilities for our full-service television stations between 2003 and 2006 will be approximately $18 million, with the majority of those costs to be incurred in 2004 and 2005. In addition, we will be required to broadcast both digital and analog signals through this transition period, but we do not expect those incremental costs to be significant. We intend to finance the conversion to digital television out of cash flow from operations. The amount of our anticipated capital expenditures may change based on future changes in business plans, our financial condition and general economic conditions.

We continually review, and are currently reviewing, opportunities to acquire additional television and radio stations, as well as other broadcast or media opportunities targeting the Hispanic market in the United States. We expect to finance any future acquisitions through funds generated from operations, borrowings under our bank credit facility and additional debt and equity financing. Any additional financing, if needed, might not be available to us on reasonable terms or at all. Any failure to raise capital when needed could seriously harm our business and our acquisition strategy. If additional funds are raised through the issuance of equity securities, the percentage of ownership of our existing stockholders will be reduced. Furthermore, these equity securities might have rights, preferences or privileges senior to those of our Class A common stock.

Series A Mandatorily Redeemable Convertible Preferred Stock

The holders of a majority of our Series A mandatorily redeemable convertible preferred stock have the right on or after April 19, 2006 to require us to redeem any and all or their preferred stock at the original issue price plus accrued dividends. On April 19, 2006 such redemption price will be $143.5 million, and our Series A mandatorily redeemable convertible preferred stock would continue to accrue a dividend of 8.5% per year. The Series A mandatorily redeemable convertible preferred stock is convertible into Class A common stock at the option of the holder at anytime. If, however, the holders elect not to convert and we are required to pay the redemption price in 2006, we anticipate that we would finance such payment with borrowings under our bank credit facility or the proceeds of any debt or equity offering.

Contractual Obligations

We have agreements with certain media research and ratings providers, expiring at various dates through December 2006, to provide television and radio audience measurement services. We lease facilities and broadcast equipment under various operating lease agreements with various terms and conditions, expiring at various dates through December 2025.


	Our material contractual obligations at June 30, 2003 are as follows (in thousands):


	Payments Due by Period
Contractual Obligations	Total amounts committed		Less than 1 year		1-3 years		4-5 years		After 5 years
Senior subordinated notes	$	225,000	$	—	$	—	$	—	$	225,000
Series A preferred stock (1)		143,482		—		143,482		—		—
Bank credit facility and other borrowings		173,478		1,357		2,728		12,350		157,043
Media research and ratings providers (2)		25,259		7,920		14,211		3,128		—
Operating leases (2)(3)		73,000		8,600		16,900		13,300		34,200

Total contractual obligations	$	640,219	$	17,877	$	177,321	$	28,778	$	416,243


(1)	Please see “Series A Mandatorily Redeemable Convertible Preferred Stock” above.


(2)	Operating leases includes amounts committed for a lease entered into as of March 12, 2003, for office space in Los Angeles to accommodate the anticipated relocation of our Radio Division’s headquarters from Campbell, California in the fourth quarter of 2003. Otherwise, the amounts committed for media research and ratings providers and for operating leases are as of December 31, 2002.


(3)	Does not include month-to-month leases.

Other than lease commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned subsidiaries or any interests in or relationships with any special-purpose entities that are not included in the consolidated financial statements.

Pending Accounting Pronouncement

We are required to apply Statement No. 150 for the period beginning on July 1, 2003. We have mandatorily redeemable convertible preferred stock issued and outstanding that will continue to be reported as mezzanine equity when Statement No. 150 is applied, as those instruments are convertible up to the date of maturity. We do not expect the application of Statement No. 150 to have any effect on our consolidated financial statements.

Other

On March 19, 2001, our Board of Directors approved a stock repurchase program. We are authorized to repurchase up to $35 million of our outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. The extent and timing of any repurchases will depend on market conditions and other factors. We intend to finance stock repurchases, if and when made, with our available cash on hand and cash provided by operations. To date, no shares of Class A common stock have been repurchased under the stock repurchase program.

On April 4, 2001, our Board of Directors adopted the Employee Stock Purchase Plan. Our stockholders approved the Employee Stock Purchase Plan on May 10, 2001 at our 2001 Annual Meeting of Stockholders. Subject to adjustments in our capital structure, as defined in the Employee Stock Purchase Plan, the maximum number of shares of our Class A common stock that will be made available for sale under the Employee Stock Purchase Plan is 600,000, plus an annual increase of up to 600,000 shares on the first day of each of the ten calendar years beginning on January 1, 2002. All of our employees are eligible to participate in the Employee Stock Purchase Plan, provided that they have completed six months of continuous service as employees as of an offering date. There are two offering periods annually under the Employee Stock Purchase Plan, one which commences on February 15 and concludes on August 14, and the other which commences August 15 and concludes the following February 14. As of June 30, 2003, approximately 166,398 shares had been purchased under the Employee Stock Purchase Plan.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. We are exposed to market risk from changes in the base rates on our variable rate debt. Under our bank credit facility, if we exceed certain leverage ratios we would be required to enter into derivative financial instrument transactions, such as swaps or interest rate caps, in order to manage or reduce our exposure to risk from changes in interest rates. Under no circumstances do we enter into derivatives or other financial instrument transactions for speculative purposes.

Interest Rates

Our revolving facility loan bears interest at a variable rate at LIBOR (1.125% as of June 30, 2003) plus a margin ranging from 0.875% to 3.25% based on our leverage. As of June 30, 2003, we had $162 million of variable rate bank debt outstanding. Our bank credit facility requires us to maintain interest rate swap agreements for at least two years when our total debt ratio is greater than 4.5 to 1. Effective March 31, 2003, we entered into a no-fee interest rate swap agreement covering 50% of the outstanding balance under our bank credit facility. This agreement provides for a LIBOR-based rate floor of 1% and rate ceiling of 6% for up to $82.5 million of the outstanding amount under our bank credit facility. The agreement terminates on March 31, 2005. Because this portion of our long-term debt is subject to interest at a variable rate, our earnings will be affected in future periods by changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) that is required to be included in our periodic SEC reports. There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.
OTHER INFORMATION

ITEM 1. 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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our annual meeting of stockholders on May 15, 2003. At that meeting, our Class A and Class B stockholders:


	1.	Elected eight Class A/B directors to serve until our 2004 annual meeting of stockholders or until his or her successor is duly elected and qualified:

Name	For	Withheld
Walter F. Ulloa	315,075,398	11,660,488
Philip C. Wilkinson	315,075,198	11,660,688
Paul A. Zevnik	315,076,027	11,659,859
Darryl B. Thompson	312,941,393	13,794,493
Amador S. Bustos	314,446,431	12,296,455
Michael S. Rosen	325,334,472	1,401,414
Esteban E. Torres	311,647,206	15,095,680
Patricia Diaz Dennis	325,334,082	1,408,804


	2.	Ratified the appointment of McGladrey & Pullen, LLP, as our independent auditors for the current fiscal year:


Votes For		325,553,142
Votes Against		1,174,431
Abstentions		8,313
Broker Non-Votes		0



	Univision, the holder of all of our Class C common stock, did not vote on either matter voted upon at our 2003 annual meeting, and no Class C directors were elected.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


	(a)	Exhibits


	The following exhibits are attached hereto and filed herewith:


	2	Asset Purchase Agreement dated as of July 3, 2003, by and among CPK NYC, LLC, Entravision Communications Corporation and Latin Communications Inc.


	31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934


	31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and


	Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934


	32	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)	Reports on Form 8-K


	We filed three Current Reports on Form 8-K with the SEC during the quarter ended June 30, 2003:


	(i)		a current Report on Form 8-K filed on April 11, 2003, attaching the press release announcing our preliminary financial results for the quarter ended March 31, 2003;


	(ii)		a current Report on Form 8-K filed on April 18, 2003, announcing our acquisition of the assets of three radio stations from Big City Radio; and


	(iii)		a current Report on Form 8-K filed on May 9, 2003, attaching the press release announcing our financial results for the quarter ended March 31, 2003.

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 thereunto duly authorized.


	ENTRAVISION COMMUNICATIONS CORPORATION


	By:	/s/ JOHN F. DELORENZO
		John F. DeLorenzo
		Executive Vice President, Treasurer and Chief Financial Officer

Dated: August 13, 2003

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Entravision Communications (EVC) 10-Q2003 Q2 Quarterly report

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