8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2003

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23125	95-4783236
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2425 Olympic Boulevard, Suite 6000 West, Santa Monica, CA 90404

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 447-3870

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits. The following exhibit is filed herewith:

Exhibit Number	Document
99	Press  release issued by Entravision Communications Corporation on May 7, 2003.

Item 9. Regulation FD Disclosure.

The information contained in this Item 9 of this Current Report on Form 8-K is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release Nos. 33-8216 and 34-47583.

Attached hereto as Exhibit 99 is a copy of the press release issued by Entravision Communications Corporation (the “Company”) on May 7, 2003, announcing its financial results for the three-month period ended March 31, 2003.

In the press release, the Company provided both historical and forward-looking information regarding broadcast cash flow and EBITDA as adjusted, each of which are non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each of broadcast cash flow and EBITDA as adjusted is net loss.

Forward-Looking Non-GAAP Information

As permitted by Regulation G, the Company did not provide a reconciliation of the forward-looking broadcast cash flow and EBITDA as adjusted information to net loss because it could not do so without unreasonable efforts. Specifically, net loss is not accessible to the Company on a forward-looking basis because the Company cannot reasonably calculate two of the four components of that measure: (a) depreciation and amortization and (b) income tax.

(a) Depreciation and amortization is unavailable to the Company on a forward-looking basis because a large component of that measure will be determined based on an appraisal of the assets acquired from Big City Radio, Inc. on April 16, 2003, which appraisal has not yet been completed. The Company currently estimates depreciation and amortization of between $11.0 million and $15.0 million for the three-month period ended June 30, 2003. Depreciation and amortization is a significant component of the Company’s net loss, but management cannot determine the likely significance of the impact of the Big City Radio appraisal to depreciation and amortization.

(b) Income tax is unavailable to the Company on a forward-looking basis because a significant component of that calculation is depreciation and amortization, discussed above. The Company currently estimates income tax expense (benefit) of between $(1.5) million and $1.1 million for the three-month period ended June 30, 2003. Income tax is a significant component of the Company’s net loss, but because it is based in part on depreciation and amortization, management currently cannot determine the degree of such significance.

The reconciling information that is available without unreasonable effort is non-cash stock-based compensation and interest expense. For the three-month period ended June 30, 2003, non-cash stock-based compensation is currently estimated to be between approximately $0.1 million and $1.1 million. Interest expense for the same period is currently estimated to be between approximately $7.0 and $7.5 million.

Historical Non-GAAP Information

Please see the press release for a reconciliation of historical broadcast cash flow and EBITDA as adjusted information to net loss for each of the three-month periods ended March 31, 2003 and 2002.

In the guidance section of the press release, the Company also included historical broadcast cash flow and EBITDA as adjusted information for the three-month period ended June 30, 2002. A reconciliation of these non-GAAP measures to net loss for that same period follows:

	Three Months Ended June 30, 2002
Broadcast cash flow (1)	$	20,271
Corporate expenses		3,435
EBITDA as adjusted (1)		16,836
Non-cash stock-based compensation		621
Depreciation and amortization		8,453
Operating income		7,762
Interest expense		(5,975	)
Loss on sale of assets		(358	)
Interest income		68
Income before income taxes		1,497
Income tax expense		(5,871	)
Net loss before equity in earnings of nonconsolidated affiliates		(4,374	)
Equity in earnings of nonconsolidated affiliates		18
Net loss	$	(4,356	)

(1) Broadcast cash flow and EBITDA as adjusted are defined on page 1 of the press release.

-2-

SIGNATURES

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

	ENTRAVISION COMMUNICATIONS CORPORATION
Date: May 9, 2003	By:	/s/    WALTER F. ULLOA
		Walter F. Ulloa
		Chairman and Chief Executive Officer

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EX-99

EXHIBIT 99

[LOGO OF ENTRAVISION COMMUNICATIONS CORPORATION]

ENTRAVISION COMMUNICATIONS CORPORATION REPORTS

FIRST QUARTER 2003 RESULTS

-First Quarter 2003 Net Revenue and EBITDA as adjusted

Increase 8% and 10% Respectively-

SANTA MONICA, CALIFORNIA, May 7, 2003 – Entravision Communications Corporation (NYSE: EVC) today reported financial results for the three-month period ended March 31, 2003.

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

	Three Months Ended March 31,						% change
	2003			2002
Net revenue	$	53,028		$	49,128		8	%
Operating expenses (1)		41,268			37,197		11	%
Broadcast cash flow (2)		11,760			11,931		(1	)%
EBITDA as adjusted (2)		9,334			8,508		10	%
Free cash flow (3)	$	(1	)	$	(989	)	NM
Free cash flow per share	$	0.00		$	(0.01	)	NM
Net loss	$	(6,652	)	$	(4,954	)	34	%
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.06	)	33	%
Basic and diluted weighted average common shares outstanding		119,985,892			117,653,254

(1) Operating expenses include direct operating, selling, general and administrative expenses. It does not include corporate expenses, depreciation, amortization, non-cash stock-based compensation, gain or loss on sale of assets and equity in losses of nonconsolidated affiliates.

(2) 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. The Company uses the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. The Company evaluates and projects the liquidity and cash flows of its business using several measures, including broadcast cash flow and EBITDA as adjusted. The Company considers these measures as important indicators of liquidity relating to its operations, as they eliminate the effects of non-cash depreciation and amortization and non-cash stock-based compensation awards. The Company uses these measures to evaluate liquidity and cash flow improvement from year to year as they eliminate non-cash expense items. The Company believes its investors should use these measures because they may provide a better comparability of the Company’s liquidity to that of its competitors.

While the Company 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, the Company’s definitions of broadcast cash flow and EBITDA as adjusted differ from those of many companies reporting similarly named measures.

(3) Free cash flow is defined as EBITDA as adjusted less cash paid for income taxes, net interest expense and capital expenditures. Net interest expense is defined as interest expense less non-cash interest expense relating to amortization of debt finance costs less interest income. The Company uses accrued interest expense instead of actual cash paid for interest in the free cash flow calculation so that quarterly results are comparable as the Company makes bond interest payments twice a year. Free cash flow per share is defined as free cash flow divided by weighted average common shares outstanding.

Commenting on the Company’s results, Walter F. Ulloa, Chairman and Chief Executive Officer, said, “Despite the impact of the Iraq War, during the first quarter we recorded solid revenue growth, reflecting strong ratings and market shares across our television and radio station divisions, as well as the continued recovery of our outdoor segment. We also surpassed expectations with regard to managing operating costs, and our management team is focused on improving efficiencies throughout our operating structure.”

“As the advertising market rebounds and we focus on capturing a greater share of the advertising pie, we expect to demonstrate considerable improvement in operating leverage. Given the growth of the Hispanic population and our diversified media footprint in the nation’s most densely populated Hispanic markets, we are exceptionally well-positioned to benefit as advertisers increasingly recognize the value of our audience.”

Financial Results

Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002

(Unaudited)

	Three Months Ended March 31,
	2003			2002			% Change
Net revenue	$	53,028		$	49,128		8	%
Operating expenses (1)		41,268			37,197		11	%
Broadcast cash flow (1)		11,760			11,931		(1	)%
Corporate expenses		2,426			3,423		(29	)%
EBITDA as adjusted (1)		9,334			8,508		10	%
Non-cash stock-based compensation		302			981		(69	)%
Depreciation and amortization		10,991			7,199		53	%
Operating (loss) income		(1,959	)		328		NM
Interest expense, net		(6,296	)		(6,597	)	(5	)%
Loss before income taxes		(8,255	)		(6,269	)	32	%
Income tax benefit		1,652			1,333		24	%
Net loss before equity in losses of nonconsolidated affiliates		(6,603	)		(4,936	)	34	%
Equity in losses of nonconsolidated affiliates		(49	)		(18	)	NM
Net loss	$	(6,652	)	$	(4,954	)	34	%

(1) Operating expenses, broadcast cash flow and EBITDA as adjusted are defined on page 1.

Net revenue for the first quarter of 2003 increased to $53.0 million from $49.1 million, an increase of $3.9 million. This increase was primarily attributable to our television and radio segments, which together accounted for $3.0 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 time brokerage agreement, or TBA, stations in the greater Los Angeles area, and increased revenue due to a full three months of operations of our 2002 acquisitions. The overall increase in net revenue was also partially attributable to our increased outdoor and publishing revenue, which together accounted for $0.9 million of the overall increase.

Entravision Communications

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Company operating expenses increased to $41.3 million from $37.2 million, an increase of $4.1 million. This increase was primarily attributable to our television and radio segments, which together accounted for $3.2 million of the increase. The increase from these segments was attributable to an increase in national representation fees, an increase in ratings services expenses, new expense associated with our 2003 TBA stations and a full three months of operations of our 2002 acquisitions. The overall increase in direct operating expenses was also partially attributable to our outdoor and publishing segments, which together accounted for $0.9 million of the overall increase.

Broadcast cash flow decreased to $11.8 million from $11.9 million, a decrease of $0.1 million.

Corporate expenses decreased to $2.4 million for the three-month period ended March 31, 2003 from $3.4 million for the three-month period ended March 31, 2002, a decrease of $1.0 million. The decrease was primarily attributable to a $1.5 million reimbursement from Univision Communications Inc. 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. This decrease was partially offset by increased insurance costs and accounting expenses.

EBITDA as adjusted increased to $9.3 million for the three-month period ended March 31, 2003 from $8.5 million for the three-month period ended March 31, 2002, an increase of $0.8 million. The increase in EBITDA as adjusted was primarily due to the increase in net revenue and the decrease in corporate expenses.

Entravision Communications

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Segment Results

The following represents selected unaudited segment information:

	Three Months Ended March 31,
	2003			2002		% Change
Net Revenue
Television	$	25,479		$	24,021	6	%
Radio		16,259			14,788	10	%
Outdoor		6,532			5,739	14	%
Publishing		4,758			4,580	4	%
Total	$	53,028		$	49,128	8	%
Operating Expenses (1)
Television	$	17,629		$	16,313	8	%
Radio		12,754			10,891	17	%
Outdoor		5,999			5,644	6	%
Publishing		4,886			4,349	12	%
Total	$	41,268		$	37,197	11	%
Broadcast Cash Flow (1)
Television	$	7,850		$	7,708	2	%
Radio		3,505			3,897	(10	)%
Outdoor		533			95	NM
Publishing		(128	)		231	NM
Total	$	11,760		$	11,931	(1	)%
EBITDA as adjusted (1)
Corporate expenses	$	2,426		$	3,423	(29	)%
Total	$	9,334		$	8,508	10	%

(1) Operating expenses, broadcast cash flow and EBITDA as adjusted are defined on page 1.

Guidance

The following is the Company’s guidance for the second quarter of 2003. Guidance may constitute a “forward-looking statement.” Please see below regarding statements which are forward looking (dollars in thousands):

	Q2 2003	Q2 2002		% Change
Net Revenue:
Television	$31,350 to 32,000	$	29,225	7 to 10%
Radio	22,750 to 23,150		20,357	12 to 14%
Outdoor	8,200 to 8,300		7,435	10 to 12%
Publishing	5,250 to 5,375		5,143	2 to 5%
Total net revenue	67,550 to 68,825		62,160	9 to 11%
Operating expenses	44,350 to 44,775		41,889	6 to 7%
Broadcast cash flow	23,200 to 24,050		20,271	14 to 19%
Corporate expenses	4,050		3,435	18%
EBITDA as adjusted	$19,150 to 20,000	$	16,836	14 to 19%

Entravision Communications

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Entravision Communications Corporation will hold a conference call to discuss its 2003 first quarter results on Wednesday, May 7, 2003 at 11:00 a.m. Eastern Time. To access the conference call, please dial 415-537-1859. The call will be webcast live and archived for replay at www.entravision.com.

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television, radio, outdoor and publishing operations to reach approximately 80% of Hispanic consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision’s TeleFutura network, with stations in 20 of the nation’s top 50 Hispanic markets. The company also operates one of the nation’s largest centrally programmed Spanish-language radio networks, which serves 23 markets via 58 owned and/or operated radio stations. The company’s outdoor operations consist of approximately 11,400 advertising faces concentrated primarily in Los Angeles and New York, and the company’s publishing operations consist of El Diario/la Prensa in New York, the nation’s oldest major Spanish-language daily newspaper. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

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

# # #

(Financial Table Follows)

For more information, please contact:
John DeLorenzo	Mike Smargiassi / Catherine Wang
Chief Financial Officer	Brainerd Communicators, Inc.
Entravision Communications Corporation	212-986-6667
310-447-3870

Entravision Communications

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Entravision Communications Corporation

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2003			2002
Net revenue (including related parties of $303, $224)	$	53,028		$	49,128
Expenses:
Direct operating (including related parties of $2,398, $1,619)		28,662			25,908
Selling, general and administrative		12,606			11,289
Corporate expenses (including related party reimbursement of $1,500, $0)		2,426			3,423
Non-cash stock-based compensation		302			981
Depreciation and amortization		10,991			7,199
Total operating expenses		54,987			48,800
Operating (loss) income		(1,959	)		328
Interest expense		(6,311	)		(6,655	)
Interest income		15			58
Loss before income taxes		(8,255	)		(6,269	)
Income tax benefit		1,652			1,333
Net loss before equity in losses of nonconsolidated affiliates		(6,603	)		(4,936	)
Equity in losses of nonconsolidated affiliates		(49	)		(18	)
Net loss		(6,652	)		(4,954	)
Accretion of preferred stock redemption value		(2,724	)		(2,449	)
Net loss applicable to common stock	$	(9,376	)	$	(7,403	)
Net loss per share, basic and diluted	$	(0.08	)	$	(0.06	)
Weighted average common shares outstanding, basic and diluted		119,985,892			117,653,254

Entravision Communications

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Entravision Communications Corporation

Reconciliation of Broadcast Cash Flow, EBITDA as Adjusted and

Free Cash Flow to Net Loss

(In thousands, except share and per share data)

(Unaudited)

The most directly comparable GAAP financial measure to each of broadcast cash flow, EBITDA as adjusted and free cash flow is net loss. A reconciliation of these non-GAAP measures to net loss follows:

	Three Months Ended March 31,
	2003			2002
Broadcast cash flow (1)	$	11,760		$	11,931
Corporate expenses		2,426			3,423
EBITDA as adjusted (1)		9,334			8,508
Non-cash stock-based compensation		302			981
Depreciation and amortization		10,991			7,199
Operating (loss) income		(1,959	)		328
Interest expense		(6,311	)		(6,655	)
Interest income		15			58
Loss before income taxes		(8,255	)		(6,269	)
Income tax benefit		1,652			1,333
Net loss before equity in losses of nonconsolidated affiliates		(6,603	)		(4,936	)
Equity in losses of nonconsolidated affiliates		(49	)		(18	)
Net loss	$	(6,652	)	$	(4,954	)

(1) Broadcast cash flow and EBITDA as adjusted are defined on page 1.

	Three Months Ended March 31,
	2003			2002
EBITDA as adjusted (1)	$	9,334		$	8,508
Net interest expense (1)		(5,793	)		(3,343	)
Cash paid for income taxes		(548	)		(466	)
Capital expenditures (2)		(2,994	)		(5,688	)
Free cash flow		(1	)		(989	)
Capital expenditures (2)		2,994			5,688
Non-cash interest expense relating to amortization of debt finance costs		(503	)		(3,254	)
Non-cash income tax benefit		2,200			1,799
Non-cash stock-based compensation		(302	)		(981	)
Depreciation and amortization		(10,991	)		(7,199	)
Net loss before equity in losses of nonconsolidated affiliates		(6,603	)		(4,936	)
Equity in losses of nonconsolidated affiliates		(49	)		(18	)
Net loss	$	(6,652	)	$	(4,954	)

(1) EBITDA as adjusted and net interest expense are defined on page 1.

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

Entravision Communications

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