Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2011

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

6. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company's Notes are guaranteed by all of the Company's existing and future wholly-owned domestic subsidiaries. All of the guarantees are full and unconditional and joint and several. None of the Company's foreign subsidiaries is a guarantor of the Notes.

Set forth below are consolidating financial statements related to the Company, its material guarantor subsidiary Entravision Holdings, LLC, and its non-guarantor subsidiaries. Consolidating balance sheets are presented as of June 30, 2011 and December 31, 2010 and the related consolidating statements of operations are presented for the three- and six-month periods ended June 30, 2011 and 2010. Consolidating statements of cash flows are presented for the six-month periods ended June 30, 2011 and 2010. The equity method of accounting has been used by the Company to report its investment in subsidiaries.

Consolidating Balance Sheet

June 30, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	75,101		$	—		$	168	$	—		$	75,269
Trade receivables, net of allowance for doubtful accounts		41,741			—			423		—			42,164
Prepaid expenses and other current assets		6,244			—			350		—			6,594
Total current assets		123,086			—			941		—			124,027
Property and equipment, net		65,097			—			3,585		—			68,682
Intangible assets subject to amortization, net		25,536			—			—		—			25,536
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		172,093			—			—		(172,093	)		—
Other assets		12,525			—			11,826		(11,826	)		12,525
Total assets	$	472,729		$	178,262		$	21,046	$	(183,919	)	$	488,118
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Advances payable, related parties	$	118			—		$	—	$	—		$	118
Accounts payable and accrued expenses		49,113			—			691		(9,879	)		39,925
Total current liabilities		49,231			—			691		(9,879	)		40,043
Long-term debt, less current maturities		395,398			—			—		—			395,398
Other long-term liabilities		9,208			—			—		—			9,208
Deferred income taxes		12,412			26,524			—		(1,947	)		36,989
Total liabilities		466,249			26,524			691		(11,826	)		481,638
Stockholders' equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member's capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		942,078			—			—		—			942,078
Accumulated deficit		(935,606	)		(652,916	)		7,703		645,213			(935,606	)
Total stockholders' equity		6,480			151,738			20,355		(172,093	)		6,480
Total liabilities and stockholders' equity	$	472,729		$	178,262		$	21,046	$	(183,919	)	$	488,118

Consolidating Balance Sheet

December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	72,140		$	—		$	250	$	—		$	72,390
Restricted cash		809			—			—					809
Trade receivables, net of allowance for doubtful accounts		41,302			—			250		—			41,552
Prepaid expenses and other current assets		6,547			—			320		—			6,867
Total current assets		120,798			—			820		—			121,618
Property and equipment, net		67,974			—			3,803		—			71,777
Intangible assets subject to amortization, net		26,615			—			—		—			26,615
Intangible assets not subject to amortization		38,739			177,584			3,700		—			220,023
Goodwill		34,918			—			994		—			35,912
Investment in subsidiaries		172,893			—			—		(172,893	)		—
Other assets		14,865			—			11,556		(11,556	)		14,865
Total assets	$	476,802		$	177,584		$	20,873	$	(184,449	)	$	490,810
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	1,000		$	—		$	—	$	—		$	1,000
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		47,288			—			735		(9,473	)		38,550
Total current liabilities		48,406			—			735		(9,473	)		39,668
Long-term debt, less current maturities		395,119			—			—		—			395,119
Other long-term liabilities		10,294			—			—		—			10,294
Deferred income taxes		12,626			24,829			—		(2,083	)		35,372
Total liabilities		466,445			24,829			735		(11,556	)		480,453
Stockholders' equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member's capital		—			803,976			12,652		(816,628	)		—
Additional paid-in capital		941,171			—			—		—			941,171
Accumulated deficit		(930,822	)		(651,221	)		7,486		643,735			(930,822	)
Total stockholders' equity		10,357			152,755			20,138		(172,893	)		10,357
Total liabilities and stockholders' equity	$	476,802		$	177,584		$	20,873	$	(184,449	)	$	490,810

Consolidating Statement of Operations

Three-Month Period Ended June 30, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	49,863		$	—		$	1,106		$	(704	)	$	50,265
Expenses:
Direct operating expenses		22,766			—			425			(704	)		22,487
Selling, general and administrative expenses		9,150			—			136			—			9,286
Corporate expenses		3,772			—			—			—			3,772
Depreciation and amortization		4,221			—			204			—			4,425
		39,909			—			765			(704	)		39,970
Operating income (loss)		9,954			—			341			—			10,295
Interest expense		(9,459	)		—			—			—			(9,459	)
Income (loss) before income taxes		495			—			341			—			836
Income tax (expense) benefit		(145	)		(851	)		(192	)		—			(1,188	)
Income (loss) before equity in net income (loss) of subsidiaries		350			(851	)		149			—			(352	)
Equity in income (loss) of subsidiaries		(702	)		—			—			702			—
Net income (loss) applicable to common stockholders	$	(352	)	$	(851	)	$	149		$	702		$	(352	)

Consolidating Statement of Operations

Three-Month Period Ended June 30, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	53,139		$	—		$	842		$	(550	)	$	53,431
Expenses:
Direct operating expenses		22,364			—			348			(550	)		22,162
Selling, general and administrative expenses		8,796			—			139			—			8,935
Corporate expenses		3,477			—			—			—			3,477
Depreciation and amortization		4,674			—			200			—			4,874
		39,311			—			687			(550	)		39,448
Operating income (loss)		13,828			—			155			—			13,983
Interest expense		(5,263	)		—			—			—			(5,263	)
Interest income		84			—			—			—			84
Income (loss) before income taxes		8,649			—			155			—			8,804
Income tax (expense) benefit		(1,020	)		(822	)		(86	)		—			(1,928	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliates		7,629			(822	)		69			—			6,876
Equity in income (loss) of subsidiaries		(753	)		—			—			753			—
Income (loss) before equity in net income (loss) of nonconsolidated affiliates		6,876			(822	)		69			753			6,876
Equity in net income (loss) of nonconsolidated affiliates, net of tax		87			—			—			—			87
Net income (loss) applicable to common stockholders	$	6,963		$	(822	)	$	69		$	753		$	6,963

Consolidating Statement of Operations

Six-Month Period Ended June 30, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	93,696		$	—		$	1,949		$	(1,336	)	$	94,309
Expenses:
Direct operating expenses		43,865			—			779			(1,336	)		43,308
Selling, general and administrative expenses		18,265			—			264			—			18,529
Corporate expenses		7,517			—			—			—			7,517
Depreciation and amortization		8,748			—			409			—			9,157
		78,395			—			1,452			(1,336	)		78,511
Operating income (loss)		15,301			—			497			—			15,798
Interest expense		(18,902	)		—			—			—			(18,902	)
Interest income		2			—			—			—			2
Other income (loss)		687			—			—			—			687
Income (loss) before income taxes		(2,912	)		—			497			—			(2,415	)
Income tax (expense) benefit		(394	)		(1,695	)		(280	)		—			(2,369	)
Income (loss) before equity in net income (loss) of subsidiaries		(3,306	)		(1,695	)		217			—			(4,784	)
Equity in income (loss) of subsidiaries		(1,478	)		—			—			1,478			—
Net income (loss) applicable to common stockholders	$	(4,784	)	$	(1,695	)	$	217		$	1,478		$	(4,784	)

Consolidating Statement of Operations

Six-Month Period Ended June 30, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	95,934		$	—		$	1,605		$	(1,035	)	$	96,504
Expenses:
Direct operating expenses		43,355			—			610			(1,035	)		42,930
Selling, general and administrative expenses		17,713			—			278			—			17,991
Corporate expenses		7,225			—			—			—			7,225
Depreciation and amortization		9,211			—			386			—			9,597
		77,504			—			1,274			(1,035	)		77,743
Operating income (loss)		18,430			—			331			—			18,761
Interest expense		(10,777	)		—			—			—			(10,777	)
Interest income		167			—			—			—			167
Income (loss) before income taxes		7,820			—			331			—			8,151
Income tax (expense) benefit		(1,513	)		(1,644	)		(181	)		—			(3,338	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliates		6,307			(1,644	)		150			—			4,813
Equity in income (loss) of subsidiaries		(1,494	)		—			—			1,494			—
Income (loss) before equity in net income (loss) of nonconsolidated affiliates		4,813			(1,644	)		150			1,494			4,813
Equity in net income (loss) of nonconsolidated affiliates		(34	)		—			—			—			(34	)
Net income (loss) applicable to common stockholders	$	4,779		$	(1,644	)	$	150		$	1,494		$	4,779

Consolidating Statement of Cash Flows

Six-Month Period Ended June 30, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating actvities:
Net income (loss)	$	(4,784	)	$	(1,695	)	$	217		$	1,478		$	(4,784	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		8,748			—			409			—			9,157
Deferred income taxes		(210	)		1,695			132			—			1,617
Amortization of debt issue costs		1,086			—			—			—			1,086
Amortization of syndication contracts		1,143			—			—			—			1,143
Payments on syndication contracts		(955	)		—			—			—			(955	)
Non-cash stock-based compensation		864			—			—			—			864
Other income (loss)		(687	)		—			—			—			(687	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash		809			—			—			—			809
(Increase) decrease in accounts receivable		1,778			—			(173	)		—			1,605
(Increase) decrease in amounts due from related party		406			—			(406	)		—			—
(Increase) decrease in prepaid expenses and other assets		73			—			(26	)		—			47
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(739	)		—			(44	)		—			(783	)
Net cash provided by (used in) operating activities		7,532			—			109			1,478			9,119
Cash flows from investing activities:
Investment in subsidiaries		1,478			—			—			(1,478	)		—
Purchase of a business		(551	)		—			—			—			(551	)
Purchases of property and equipment and intangibles		(4,511	)		—			(191	)		—			(4,702	)
Net cash provided by (used in) investing activities		(3,584	)		—			(191	)		(1,478	)		(5,253	)
Cash flows from financing activities:
Proceeds from issuance of common stock		42			—			—			—			42
Payments on long-term debt		(1,000	)		—			—			—			(1,000	)
Payments of deferred debt and offering costs		(29	)		—			—			—			(29	)
Net cash provided by (used in) financing activities		(987	)		—			—			—			(987	)
Net increase (decrease) in cash and cash equivalents		2,961			—			(82	)		—			2,879
Cash and cash equivalents:
Beginning		72,140			—			250			—			72,390
Ending	$	75,101		$	—		$	168		$	—		$	75,269

Consolidating Statement of Cash Flows

Six-Month Period Ended June 30, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	4,779		$	(1,644	)	$	150		$	1,494		$	4,779
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		9,211			—			386			—			9,597
Deferred income taxes		960			1,644			23			—			2,627
Amortization of debt issue costs		208			—			—			—			208
Amortization of syndication contracts		550			—			—			—			550
Payments on syndication contracts		(1,409	)		—			—			—			(1,409	)
Equity in net income (loss) of nonconsolidated affiliate		34			—			—			—			34
Non-cash stock-based compensation		995			—			—			—			995
Change in fair value of interest rate swap agreements		(8,053	)		—			—			—			(8,053	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in accounts receivable		(3,747	)		—			122			—			(3,625	)
(Increase) decrease in amounts due from related party		(252	)		—			252			—			—
(Increase) decrease in prepaid expenses and other assets		150			—			(102	)		—			48
Increase (decrease) in accounts payable, accrued expenses and other liabilities		3,397			—			54			—			3,451
Net cash provided by (used in) operating activities		6,823			—			885			1,494			9,202
Cash flows from investing activities:
Investment in subsidiaries		1,494			—			—			(1,494	)		—
Purchases of property and equipment and intangibles		(4,961	)		—			(1,084	)		—			(6,045	)
Net cash provided by (used in) investing activities		(3,467	)		—			(1,084	)		(1,494	)		(6,045	)
Cash flows from financing activities:
Proceeds from issuance of common stock		219			—			—			—			219
Payments on long-term debt		(4,458	)		—			—			—			(4,458	)
Payments of deferred debt and offering costs		(863	)		—			—			—			(863	)
Net cash provided by (used in) financing activities		(5,102	)		—			—			—			(5,102	)
Net increase (decrease) in cash and cash equivalents		(1,746	)		—			(199	)		—			(1,945	)
Cash and cash equivalents:
Beginning		27,260			—			406			—			27,666
Ending	$	25,514		$	—		$	207		$	—		$	25,721