16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company's Senior Secured First Lien 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 are guarantors 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 December 31, 2011 and 2010 and the related consolidating statements of operations and cash flows are presented for each of the three years ended December 31, 2011. The equity method of accounting has been used by the Company to report its investment in subsidiaries.

Consolidating Balance Sheet

December 31, 2011

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	58,276		$	—		$	443	$	—		$	58,719
Trade receivables, net of allowance for doubtful accounts		43,951			—			319		—			44,270
Prepaid expenses and other current assets		5,678			—			261		—			5,939

Total current assets		107,905			—			1,023		—			108,928
Property and equipment, net		62,046			—			3,180		—			65,226
Intangible assets subject to amortization, net		24,598			—			—		—			24,598
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		170,580			—			—		(170,580	)		—
Other assets		11,221			—			12,603		(12,603	)		11,221

Total assets	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	—	$	—		$	—
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		49,633			—			930		(10,813	)		39,750

Total current liabilities		49,751			—			930		(10,813	)		39,868
Long-term debt, less current maturities		379,662			—			—		—			379,662
Other long-term liabilities		8,327			—			—		—			8,327
Deferred income taxes		13,563			28,252			—		(1,790	)		40,025

Total liabilities		451,303			28,252			930		(12,603	)		467,882

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		938,453			—			—		—			938,453
Accumulated deficit		(939,022	)		(654,644	)		7,918		646,726			(939,022	)

Total stockholders' equity		(561	)		150,010			20,570		(170,580	)		(561	)

Total liabilities and stockholders' equity	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321

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

Year Ended December 31, 2011

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	193,081		$	—		$	3,906		$	(2,591	)	$	194,396

Expenses:
Direct operating expenses		89,584			—			1,597			(2,591	)		88,590
Selling, general and administrative expenses		36,305			—			206			—			36,511
Corporate expenses		15,669			—			—			—			15,669
Depreciation and amortization		17,839			—			814			—			18,653

		159,397			—			2,617			(2,591	)		159,423

Operating income (loss)		33,684			—			1,289			—			34,973
Interest expense		(37,650	)		—			—			—			(37,650	)
Interest income		3			—			—			—			3
Other income (loss)		687			—			—			—			687
Income (loss) on debt extinguishment		(423	)		—			—			—			(423	)

Income (loss) before income taxes		(3,699	)		—			1,289			—			(2,410	)
Income tax (expense) benefit		(1,510	)		(3,423	)		(857	)		—			(5,790	)

Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(5,209	)		(3,423	)		432			—			(8,200	)
Equity in income (loss) of subsidiaries		(2,991	)		—			—			2,991			—

Income (loss) before equity in net income (loss) of nonconsolidated affiliates		(8,200	)		(3,423	)		432			2,991			(8,200	)
Equity in net income (loss) of nonconsolidated affiliates		—			—			—			—			—

Net income (loss) applicable to common stockholders	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)

Consolidating Statement of Operations

Year Ended December 31, 2010

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	199,314		$	—		$	3,604		$	(2,442	)	$	200,476

Expenses:
Direct operating expenses		85,895			—			1,349			(2,442	)		84,802
Selling, general and administrative expenses		37,489			—			557			—			38,046
Corporate expenses		18,416			—			—			—			18,416
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109

		172,209			15,368			11,467			(2,442	)		196,602

Operating income (loss)		27,105			(15,368	)		(7,863	)		—			3,874
Interest expense		(24,429	)		—			—			—			(24,429	)
Interest income		260			—			—			—			260
Income (loss) on debt extinguishment		(987	)		—			—			—			(987	)

Income (loss) before income taxes		1,949			(15,368	)		(7,863	)		—			(21,282	)
Income tax benefit (expense)		(2,617	)		3,225			2,768			—			3,376

Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(668	)		(12,143	)		(5,095	)		—			(17,906	)
Equity in income (loss) of subsidiaries		(17,238	)		—			—			17,238			—

Income (loss) before equity in net income (loss) of nonconsolidated affiliates		(17,906	)		(12,143	)		(5,095	)		17,238			(17,906	)
Equity in net income (loss) of nonconsolidated affiliates		(180	)		—			—			—			(180	)

Net income (loss) applicable to common stockholders	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)

Consolidating Statement of Operations

Year Ended December 31, 2009

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	187,796		$	—		$	3,273		$	(1,838	)	$	189,231

Expenses:
Direct operating expenses		84,495			—			1,245			(1,838	)		83,902
Selling, general and administrative expenses		37,706			—			572			—			38,278
Corporate expenses		14,918			—			—			—			14,918
Depreciation and amortization		20,294			—			739			—			21,033
Impairment charge		2,720			47,928			—			—			50,648

		160,133			47,928			2,556			(1,838	)		208,779

Operating income (loss)		27,663			(47,928	)		717			—			(19,548	)
Interest expense		(27,948	)		—			—			—			(27,948	)
Interest income		459			—			—			—			459
Loss on debt extinguishment		(4,716	)		—			—			—			(4,716	)

Income (loss) before income taxes		(4,542	)		(47,928	)		717			—			(51,753	)
Income tax benefit (expense)		(2,391	)		4,692			(384	)		—			1,917

Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(6,933	)		(43,236	)		333			—			(49,836	)
Equity in income (loss) of subsidiaries		(42,903	)		—			—			42,903			—

Income (loss) before equity in net loss of nonconsolidated affiliates		(49,836	)		(43,236	)		333			42,903			(49,836	)
Equity in net loss of nonconsolidated affiliates		(236	)		—			—			—			(236	)

Net income (loss) applicable to common stockholders	$	(50,072	)	$	(43,236	)	$	333		$	42,903		$	(50,072	)

Consolidating Statement of Cash Flows

Year ended December 31, 2011

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating actvities:
Net income (loss)	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		17,839			—			814			—			18,653
Deferred income taxes		883			3,423			259			—			4,565
Amortization of debt issue costs		2,207			—			—			—			2,207
Amortization of syndication contracts		1,482			—			—			—			1,482
Payments on syndication contracts		(1,976	)		—			—			—			(1,976	)
Non-cash stock-based compensation		2,343			—			—			—			2,343
Other (income) loss		(687	)		—			—			—			(687	)
(Gain) loss on debt extinguishment		423			—			—			—			423
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		809			—			—			—			809
(Increase) decrease in accounts receivable		(505	)		—			(69	)		—			(574	)
(Increase) decrease in amounts due from related party		1,300			—			(1,300	)					—
(Increase) decrease in prepaid expenses and other assets		283			—			53			—			336
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(1,965	)		—			195			—			(1,770	)

Net cash provided by (used in) operating activities		14,236			—			384			2,991			17,611

Cash flows from investing actvities:
Purchases of property and equipment and intangibles		(8,333	)		—			(191	)		—			(8,524	)
Investment in subsidiaries		2,991			—			—			(2,991	)		—
Purchase of a business		(598	)		—			—			—			(598	)

Net cash provided by (used in) investing activities		(5,940	)		—			(191	)		(2,991	)		(9,122	)

Cash flows from financing actvities:
Proceeds from issuance of common stock		42			—			—			—			42
Payments on long-term debt		(17,071	)		—			—			—			(17,071	)
Dividends paid		(5,102	)		—			—			—			(5,102	)
Payments of deferred debt and offering costs		(29	)		—			—			—			(29	)

Net cash provided by (used in) financing activities		(22,160	)		—			—			—			(22,160	)

Net increase (decrease) in cash and cash equivalents		(13,864	)		—			193			—			(13,671	)
Cash and cash equivalents:
Beginning		72,140			—			250			—			72,390

Ending	$	58,276		$	—		$	443		$	—		$	58,719

Consolidating Statement of Cash Flows

Year ended December 31, 2010

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating actvities:
Net income (loss)	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
Deferred income taxes		1,994			(3,225	)		(3,111	)		—			(4,342	)
Amortization of debt issue costs		1,140			—			—			—			1,140
Amortization of syndication contracts		1,159			—			—			—			1,159
Payments on syndication contracts		(2,724	)		—			—			—			(2,724	)
Equity in net income (loss) of nonconsolidated affiliate		180			—			—			—			180
Non-cash stock-based compensation		2,970			—			—			—			2,970
(Gain) loss on debt extinguishment		934			—			—			—			934
Reserve for note receivable		3,018			—			—			—			3,018
Change in fair value of interest rate swap agreements		(12,188	)		—			—			—			(12,188	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		(809	)		—			—			—			(809	)
(Increase) decrease in accounts receivable		2,051			—			40			—			2,091
(Increase) decrease in amounts due from related party		184			—			(184	)					—
(Increase) decrease in prepaid expenses and other assets		389			—			(79	)		—			310
Increase (decrease) in accounts payable, accrued expenses and other liabilities		7,930			—			204			—			8,134

Net cash provided by (used in) operating activities		18,551			—			1,336			17,238			37,125

Cash flows from investing actvities:
Investment in subsidiaries		17,238									(17,238	)		—
Purchases of property and equipment and intangibles		(7,158	)		—			(1,492	)		—			(8,650	)

Net cash provided by (used in) investing activities		10,080			—			(1,492	)		(17,238	)		(8,650	)

Cash flows from financing actvities:
Proceeds from issuance of common stock		239			—			—			—			239
Payments on long-term debt		(362,949	)		—			—			—			(362,949	)
Termination of swap agreements		(4,039	)		—			—			—			(4,039	)
Proceeds from borrowings on long-term debt		394,888			—			—			—			394,888
Payments of deferred debt and offering costs		(11,890	)		—			—			—			(11,890	)

Net cash provided by (used in) financing activities		16,249			—			—			—			16,249

Net increase (decrease) in cash and cash equivalents		44,880			—			(156	)		—			44,724
Cash and cash equivalents:
Beginning		27,260			—			406			—			27,666

Ending	$	72,140		$	—		$	250		$	—		$	72,390

Consolidating Statement of Cash Flows

Year ended December 31, 2009

(In thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating actvities:
Net income (loss)	$	(50,072	)	$	(43,236	)	$	333		$	42,903		$	(50,072	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		20,294			—			739			—			21,033
Impairment charge		2,720			47,928			—			—			50,648
Deferred income taxes		2,137			(4,692	)		204			—			(2,351	)
Amortization of debt issue costs		402			—			—			—			402
Amortization of syndication contracts		1,981			—			—			—			1,981
Payments on syndication contracts		(2,836	)		—			—			—			(2,836	)
Equity in net loss of nonconsolidated affiliate		236			—			—			—			236
Non-cash stock-based compensation		4,034			—			—			—			4,034
(Gain) loss on debt extinguishment		945			—			—			—			945
Change in fair value of interest rate swap agreements		(6,979	)		—			—			—			(6,979	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
Decrease in accounts receivable		364			—			206			—			570
(Increase) decrease in amounts due from related party		960			—			(960	)					—
Increase in prepaid expenses and other assets		(242	)		—			(242	)		—			(484	)
Increase in accounts payable, accrued expenses and other liabilities		1,589			—			73			—			1,662

Net cash provided by (used in) operating activities		(24,467	)		—			353			42,903			18,789

Cash flows from investing actvities:
Proceeds from sale of property and equipment and intangibles		122			—			—			—			122
Investment in subsidiaries		42,903			—			—			(42,903	)		—
Purchases of property and equipment and intangibles		(10,136	)		—			(829	)		—			(10,965	)

Net cash provided by (used in) investing activities		32,889			—			(829	)		(42,903	)		(10,843	)

Cash flows from financing actvities:
Proceeds from issuance of common stock		255			—			—			—			255
Payments on long-term debt		(42,572	)		—			—			—			(42,572	)
Repurchase of Class A common stock		(1,075	)		—			—			—			(1,075	)
Payments of deferred debt and offering costs		(1,182	)		—			—			—			(1,182	)

Net cash provided by (used in) financing activities		(44,574	)		—			—			—			(44,574	)

Net increase (decrease) in cash and cash equivalents		(36,152	)		—			(476	)		—			(36,628	)
Cash and cash equivalents:
Beginning		63,412			—			882			—			64,294

Ending	$	27,260		$	—		$	406		$	—		$	27,666