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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(MARK ONE)

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



| | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
| | -------------------------------------------------

OR



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



| | FOR THE TRANSITION PERIOD FROM
                         TO
| | ----------------------------------------------------------



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COMMISSION FILE NUMBER 1-15997

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified
in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



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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 ̈

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x                                   
     Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

As of November 2, 2007, there were 59,657,095 shares, $0.0001 par value per share, of the registrants Class A common stock outstanding, 22,887,433 shares, $0.0001 par value per share, of the registrants Class B common
stock outstanding and 17,152,729 shares, $0.0001 par value per share, of the registrants Class U common stock outstanding.



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##### Table of Contents

ENTRAVISION COMMUNICATIONS CORPORATION

FORM 10-Q FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2007

TABLE OF CONTENTS



|                              |  |                                                                                                                                         |  |           
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|                              |  |                                                                                                                                         |  | PageNumber
|                             
|PART I. FINANCIAL INFORMATION
|                              |  |                                                                                                                                        
|ITEM 1.                       |  | FINANCIAL STATEMENTS                                                                                                                    |  |           
|                              |  |                                                                                                                                        
|                              |  | CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2007 (UNAUDITED) AND DECEMBER 31, 2006                                                  |  | 1         
|                              |  |                                                                                                                                        
|                              |  | CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006 |  | 2         
|                              |  |                                                                                                                                        
|                              |  | CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006 |  | 3         
|                              |  |                                                                                                                                        
|                              |  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                                                                  |  | 4         
|                              |  |                                                                                                                                        
|ITEM 2.                       |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                   |  | 10        
|                              |  |                                                                                                                                        
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                              |  | 23        
|                              |  |                                                                                                                                        
|ITEM 4.                       |  | CONTROLS AND PROCEDURES                                                                                                                 |  | 24        
|                             
|PART II. OTHER INFORMATION   
|                              |  |                                                                                                                                        
|ITEM 1.                       |  | LEGAL PROCEEDINGS                                                                                                                       |  | 25        
|                              |  |                                                                                                                                        
|ITEM 1A.                      |  | RISK FACTORS                                                                                                                            |  | 25        
|                              |  |                                                                                                                                        
|ITEM 2.                       |  | UNREGISTERED SALES OF EQUITY 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                                                                                                                                |  | 26        





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##### Table of Contents

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 inherent risks and uncertainties. Some of the key 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | risks related to our significant amount of goodwill and other intangible assets;
| | - |  | --------------------------------------------------------------------------------



| |  |  | 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.;
| | - |  | ----------------------------------------------------



| |  |  | the overall success of our acquisition strategy, which includes developing media clusters in key U.S. Hispanic markets, and the integration of any acquired assets
with our existing business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of rigorous competition in Spanish-language media and in the advertising industry generally; 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 the section entitled Risk Factors beginning on page 27 of our Annual Report on Form 10-K for the year ended December 31, 2006.



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##### Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                       |  | September 30,2007 |           |   | December 31,2006 |  
|                                                                                                                                       |  | (Unaudited)       |           |   |                  |  
|ASSETS                                                                                                                                 |  |                   |           |   |                  |   |           |  
|Current assets                                                                                                                         |  |                   |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                              |  | $                 | 103,678   |   |                  | $ | 118,525   |  
|Trade receivables (including related parties of $0 and $4), net of allowance for doubtful accounts of $5,556 and $4,848                |  |                   | 68,601    |   |                  |   | 61,036    |  
|Deferred income taxes                                                                                                                  |  |                   | 6,735     |   |                  |   | 6,735     |  
|Prepaid expenses and other current assets (including related parties of $274 and $274)                                                 |  |                   | 10,859    |   |                  |   | 6,909     |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total current assets                                                                                                                   |  |                   | 189,873   |   |                  |   | 193,205   |  
|Property and equipment, net                                                                                                            |  |                   | 138,080   |   |                  |   | 145,975   |  
|Intangible assets subject to amortization, net (included related parties of $33,061 and $34,802)                                       |  |                   | 76,480    |   |                  |   | 90,172    |  
|Intangible assets not subject to amortization                                                                                          |  |                   | 748,677   |   |                  |   | 746,048   |  
|Goodwill                                                                                                                               |  |                   | 229,210   |   |                  |   | 229,210   |  
|Other assets                                                                                                                           |  |                   | 13,896    |   |                  |   | 14,054    |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total assets                                                                                                                           |  | $                 | 1,396,216 |   |                  | $ | 1,418,664 |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|                                                                                                                                       |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                   |  |                   |           |   |                  |   |           |  
|Current liabilities                                                                                                                    |  |                   |           |   |                  |   |           |  
|Current maturities of long-term debt (including related parties of $1,000 and $1,000)                                                  |  | $                 | 6,085     |   |                  | $ | 3,697     |  
|Advances payable, related parties                                                                                                      |  |                   | 118       |   |                  |   | 118       |  
|Accounts payable and accrued expenses (including related parties of $4,087 and $3,690)                                                 |  |                   | 36,406    |   |                  |   | 33,770    |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total current liabilities                                                                                                              |  |                   | 42,609    |   |                  |   | 37,585    |  
|Long-term debt, less current maturities (including related parties of $3,000 and $4,000)                                               |  |                   | 489,263   |   |                  |   | 494,073   |  
|Other long-term liabilities                                                                                                            |  |                   | 13,071    |   |                  |   | 4,522     |  
|Deferred income taxes                                                                                                                  |  |                   | 131,419   |   |                  |   | 130,765   |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total liabilities                                                                                                                      |  |                   | 676,362   |   |                  |   | 666,945   |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|                                                                                                                                       |  |                  
|Commitments and contingencies (note 4)                                                                                                 |  |                   |           |   |                  |   |           |  
|Stockholders equity                                                                                                                   |  |                   |           |   |                  |   |           |  
|Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2007 59,541,921; 2006
60,292,948 |  |                   | 8         |   |                  |   | 7         |  
|Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2007 23,087,433; 2006
26,548,033  |  |                   | 3         |   |                  |   | 3         |  
|Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2007 and 2006 17,152,729          |  |                   | 2         |   |                  |   | 2         |  
|Additional paid-in capital                                                                                                             |  |                   | 1,006,899 |   |                  |   | 1,042,698 |  
|Accumulated deficit                                                                                                                    |  |                   | (287,057  | ) |                  |   | (290,991  | )
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|                                                                                                                                       |  |                   | 719,855   |   |                  |   | 751,719   |  
|Treasury stock, Class A common stock, $0.0001 par value, 2007 6,318,726; 2006 1,180,887 shares                                         |  |                   | (1        | ) |                  |   |          |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total stockholders equity                                                                                                             |  |                   | 719,854   |   |                  |   | 751,719   |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                             |  | $                 | 1,396,216 |   |                  | $ | 1,418,664 |  
|                                                                                                                                       |  |                   |           |   |                  |   |           |  

See Notes to Consolidated Financial Statements



1



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##### Table of Contents

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)



|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ----------- | - | ------------------------------------ | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                                                                                                                                                                                                                                    |  | Three-Month Period EndedSeptember 30, |             |   | Nine-Month Period EndedSeptember 30, |  
|                                                                                                                                                                                                                                                                                    |  | 2007                                  |             |   | 2006                                 |   |             | 2007 |  |   | 2006        |  
|Net revenue (including related parties of $150, $150, $450 and $450)                                                                                                                                                                                                                |  | $                                     | 74,289      |   |                                      | $ | 78,309      |      |  | $ | 214,261     |   |  | $ | 217,517     |  
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Expenses:                                                                                                                                                                                                                                                                           |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Direct operating expenses (including related parties of $3,203, $3,299, $9,132 and $9,336) (including non-cash stock-based compensation of
$105, $60, $356 and $179)                                                                                                                |  |                                       | 31,878      |   |                                      |   | 31,921      |      |  |   | 93,722      |   |  |   | 91,964      |  
|Selling, general and administrative expenses (including non-cash stock-based compensation of $135, $111, $535 and $770)                                                                                                                                                             |  |                                       | 12,326      |   |                                      |   | 13,805      |      |  |   | 38,070      |   |  |   | 39,306      |  
|Corporate expenses (including non-cash stock-based compensation of $397, $290, $1,415 and $1,146)                                                                                                                                                                                   |  |                                       | 4,033       |   |                                      |   | 4,617       |      |  |   | 13,751      |   |  |   | 13,911      |  
|Gain on sale of assets                                                                                                                                                                                                                                                              |  |                                       |            |   |                                      |   | (1,408      | )    |  |   |            |   |  |   | (19,060     | )
|Depreciation and amortization (includes direct operating of $10,233, $10,224, $30,641 and $29,934; selling, general and administrative of
$1,078, $966, $3,148 and $3,068; and corporate of $219, $215, $648 and $623) (including related parties of $580, $580, $1,740 and $1,740) |  |                                       | 11,530      |   |                                      |   | 11,406      |      |  |   | 34,437      |   |  |   | 33,624      |  
|Impairment charge                                                                                                                                                                                                                                                                   |  |                                       |            |   |                                      |   |            |      |  |   |            |   |  |   | 189,661     |  
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|                                                                                                                                                                                                                                                                                    |  |                                       | 59,767      |   |                                      |   | 60,341      |      |  |   | 179,980     |   |  |   | 349,406     |  
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Operating income (loss)                                                                                                                                                                                                                                                             |  |                                       | 14,522      |   |                                      |   | 17,968      |      |  |   | 34,281      |   |  |   | (131,889    | )
|Interest expense (including related parties of $58, $73, $199 and $243)                                                                                                                                                                                                             |  |                                       | (18,304     | ) |                                      |   | (14,393     | )    |  |   | (31,221     | ) |  |   | (21,230     | )
|Interest income                                                                                                                                                                                                                                                                     |  |                                       | 1,325       |   |                                      |   | 61          |      |  |   | 3,891       |   |  |   | 818         |  
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Income (loss) before income taxes                                                                                                                                                                                                                                                   |  |                                       | (2,457      | ) |                                      |   | 3,636       |      |  |   | 6,951       |   |  |   | (152,301    | )
|Income tax (expense) benefit                                                                                                                                                                                                                                                        |  |                                       | 835         |   |                                      |   | (3,837      | )    |  |   | (3,422      | ) |  |   | (3,666      | )
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Income (loss) before equity in net income (loss) of nonconsolidated affiliate                                                                                                                                                                                                       |  |                                       | (1,622      | ) |                                      |   | (201        | )    |  |   | 3,529       |   |  |   | (155,967    | )
|Equity in net income (loss) of nonconsolidated affiliate (including non-cash stock-based compensation of $0, $(1), $3 and $88)                                                                                                                                                      |  |                                       | 245         |   |                                      |   | 93          |      |  |   | 405         |   |  |   | (20         | )
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Net income (loss) applicable to common stockholders                                                                                                                                                                                                                                 |  | $                                     | (1,377      | ) |                                      | $ | (108        | )    |  | $ | 3,934       |   |  | $ | (155,987    | )
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Basic and diluted earnings per share:                                                                                                                                                                                                                                               |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Net income (loss) per share applicable to common stockholders, basic and diluted                                                                                                                                                                                                    |  | $                                     | (0.01       | ) |                                      | $ | (0.00       | )    |  | $ | 0.04        |   |  | $ | (1.46       | )
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Weighted average common shares outstanding, basic                                                                                                                                                                                                                                   |  |                                       | 102,516,344 |   |                                      |   | 105,069,157 |      |  |   | 103,512,026 |   |  |   | 106,534,521 |  
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  
|Weighted average common shares outstanding, diluted                                                                                                                                                                                                                                 |  |                                       | 102,516,344 |   |                                      |   | 105,069,157 |      |  |   | 104,206,434 |   |  |   | 106,534,521 |  
|                                                                                                                                                                                                                                                                                    |  |                                       |             |   |                                      |   |             |      |  |   |             |   |  |   |             |  

See Notes to Consolidated Financial Statements



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##### Table of Contents

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)



|                                                                                         |  |                                      |         |   |      |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ---- | - | -------- | -
|                                                                                         |  | Nine-Month PeriodEnded September 30, |        
|                                                                                         |  | 2007                                 |         |   | 2006 |  
|Cash flows from operating activities:                                                    |  |                                      |         |   |      |   |          |  
|Net income (loss)                                                                        |  | $                                    | 3,934   |   |      | $ | (155,987 | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                      |         |   |      |   |          |  
|Depreciation and amortization                                                            |  |                                      | 34,437  |   |      |   | 33,624   |  
|Impairment charge                                                                        |  |                                      |        |   |      |   | 189,661  |  
|Deferred income taxes                                                                    |  |                                      | 1,737   |   |      |   | 43       |  
|Amortization of debt issue costs                                                         |  |                                      | 303     |   |      |   | 300      |  
|Amortization of syndication contracts                                                    |  |                                      | 1,078   |   |      |   | 71       |  
|Payments on syndication contracts                                                        |  |                                      | (979    | ) |      |   | (66      | )
|Equity in net (income) loss of nonconsolidated affiliate                                 |  |                                      | (405    | ) |      |   | 20       |  
|Non-cash stock-based compensation                                                        |  |                                      | 2,306   |   |      |   | 2,095    |  
|Gain on sale of media properties and other assets                                        |  |                                      | (201    | ) |      |   | (19,060  | )
|Change in fair value of interest rate swap agreements                                    |  |                                      | 7,467   |   |      |   | (2,672   | )
|Changes in assets and liabilities, net of effect of acquisitions and dispositions:       |  |                                      |         |   |      |   |          |  
|Increase in accounts receivable                                                          |  |                                      | (7,490  | ) |      |   | (7,493   | )
|Increase in prepaid expenses and other assets                                            |  |                                      | (1,357  | ) |      |   | (346     | )
|Decrease in accounts payable, accrued expenses and other liabilities                     |  |                                      | (444    | ) |      |   | (2,820   | )
|                                                                                         |  |                                      |         |   |      |   |          |  
|Net cash provided by operating activities                                                |  |                                      | 40,386  |   |      |   | 37,370   |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Cash flows from investing activities:                                                    |  |                                      |         |   |      |   |          |  
|Proceeds from sale of property and equipment and intangibles                             |  |                                      | 242     |   |      |   | 4,763    |  
|Purchases of property and equipment and intangibles                                      |  |                                      | (14,975 | ) |      |   | (35,966  | )
|Deposits on acquisitions                                                                 |  |                                      |        |   |      |   | 106      |  
|Proceeds from collection of note receivable                                              |  |                                      |        |   |      |   | 1,288    |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Net cash used in investing activities                                                    |  |                                      | (14,733 | ) |      |   | (29,809  | )
|                                                                                         |  |                                      |         |   |      |   |          |  
|Cash flows from financing activities:                                                    |  |                                      |         |   |      |   |          |  
|Proceeds from issuance of common stock                                                   |  |                                      | 6,792   |   |      |   | 3,257    |  
|Payments on long-term debt                                                               |  |                                      | (2,420  | ) |      |   | (18,969  | )
|Repurchase of Class U common stock                                                       |  |                                      |        |   |      |   | (52,514  | )
|Proceeds from borrowings on long-term debt                                               |  |                                      |        |   |      |   | 16,000   |  
|Excess tax benefits from exercise of stock options                                       |  |                                      | 573     |   |      |   | 109      |  
|Repurchase of Class A common stock                                                       |  |                                      | (45,445 | ) |      |   |         |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Net cash used in financing activities                                                    |  |                                      | (40,500 | ) |      |   | (52,117  | )
|                                                                                         |  |                                      |         |   |      |   |          |  
|Net decrease in cash and cash equivalents                                                |  |                                      | (14,847 | ) |      |   | (44,556  | )
|Cash and cash equivalents:                                                               |  |                                      |         |   |      |   |          |  
|Beginning                                                                                |  |                                      | 118,525 |   |      |   | 65,610   |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Ending                                                                                   |  | $                                    | 103,678 |   |      | $ | 21,054   |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Supplemental disclosures of cash flow information:                                       |  |                                      |         |   |      |   |          |  
|Cash payments for:                                                                       |  |                                      |         |   |      |   |          |  
|Interest                                                                                 |  | $                                    | 23,455  |   |      | $ | 23,686   |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Income taxes                                                                             |  | $                                    | 1,112   |   |      | $ | 3,514    |  
|                                                                                         |  |                                      |         |   |      |   |          |  
|Supplemental disclosures of non-cash investing and financing activities:                 |  |                                      |         |   |      |   |          |  
|Sale of San Francisco/San Jose radio station assets in exchange for Class U common stock |  | $                                    |        |   |      | $ | 90,000   |  
|Exchange of television assets in the McAllen, Texas market                               |  | $                                    |        |   |      | $ | 1,543    |  

See Notes to Consolidated Financial Statements



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ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2007

1. BASIS OF PRESENTATION

Presentation

The 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 (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 omitted pursuant to such rules and regulations. These 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, 2006 included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006. 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, 2007 or any other future period.

2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Related Party

Univision currently owns approximately 15% of the Companys common stock
on a fully-converted basis. In connection with Univisions merger with Hispanic Broadcasting Corporation in September 2003, Univision entered into an agreement with the U.S. Department of Justice, pursuant to which Univision agreed, among other
things, to ensure that its percentage ownership of the Company will not exceed 10% by March 26, 2009.

The Companys Class U
common stock held by Univision has limited voting rights and does not include the right to elect directors. However, as the holder of all of the Companys issued and outstanding Class U common stock, Univision currently has the right to approve
any merger, consolidation or other business combination involving the Company, any dissolution of the Company and any assignment of the Federal Communications Commission, or FCC, licenses for any of the Companys Univision-affiliated television
stations. Each share of Class U common stock is automatically convertible into one share (subject to adjustment for stock splits, dividends or combinations) of the Companys Class A common stock in connection with any transfer of Class U
common stock to a third party that is not an affiliate of Univision.

Univision acts as the Companys exclusive sales representative
for the sale of all national advertising aired on Univision-affiliate television stations. During the three-month periods ended September 30, 2007 and 2006, the amount paid by the Company to Univision in this capacity was $2.6 million and $2.8
million, respectively. During the nine-month periods ended September 30, 2007 and 2006, the amount paid by the Company to Univision in this capacity was $7.6 million and $7.8 million, respectively.

Stock-Based Compensation

The
Company accounts for stock-based compensation in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment, (SFAS 123R). SFAS 123R
requires the measurement of all stock-based awards using a fair value method and the recognition of the related stock-based compensation expense in the consolidated financial statements over the requisite service period. Further, as required under
SFAS 123R, the Company estimates forfeitures for share based awards that are not expected to vest. As stock-based compensation expense recognized in the Companys consolidated financial statements is based on awards ultimately expected to vest,
it has been reduced for estimated forfeitures.



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Stock Options

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on historical volatility of the Companys stock. The Company
uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of stock options granted is the mid-point of the contractual life and the vesting periods of the stock options. The risk-free
rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used in the Black-Scholes option pricing model have been consistently applied for the three-
and nine-month periods ended September 30, 2007 and 2006.

Stock-based compensation expense related to the Companys employee
stock option plans was $23 thousand and $0.3 million for the three-month periods ended September 30, 2007 and 2006, respectively. Stock-based compensation expense related to the Companys employee stock option plans was $0.6 million and
$1.2 million for the nine-month periods ended September 30, 2007 and 2006, respectively.

As of September 30, 2007, there was
approximately $0.1 million of total unrecognized compensation expense related to the Companys employee stock option plans that is expected to be recognized over a weighted-average period of 0.3 years.

Restricted Stock and Restricted Stock Units

Stock-based compensation expense related to restricted stock and restricted stock units is based on the fair value of the Companys stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4
years.

Stock-based compensation expense related to grants of restricted stock and restricted stock units was $0.6 million and $0.1 million
for the three-month periods ended September 30, 2007 and 2006, respectively. Stock-based compensation expense related to grants of restricted stock and restricted stock units was $1.5 million and $0.1 million for the nine-month periods ended
September 30, 2007 and 2006, respectively.

The following is a summary of nonvested restricted stock and restricted stock units
granted: (unaudited; in thousands, except per share data):



|                                            |  |                                          |  |                           |     
|------------------------------------------- |  | ---------------------------------------- |  | ------------------------- | ----
|                                            |  | Nine-Month PeriodEnded September 30,2007
|                                            |  | NumberGranted                            |  | Weighted-AverageFairValue
|Restricted stock and restricted stock units |  | 628                                      |  | $                         | 9.04

As of September 30, 2007, there was approximately $4.3 million of total unrecognized
compensation expense related to grants of restricted stock and restricted stock units that is expected to be recognized over a weighted-average period of 2.5 years.



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Income (loss) Per Share

The following table illustrates the reconciliation of the basic and diluted income per share computations required by Statement for Financial Accounting
Standards No. 128 Earnings Per Share (unaudited; in thousands, except share and per share data):



|                                                                                            |  |                                            |       |                     |             |          |   |     
|------------------------------------------------------------------------------------------- |  | ------------------------------------------ | ----- | ------------------- | ----------- | -------- | - | ----
|                                                                                            |  | Nine-Month Period Ended September 30, 2007
|                                                                                            |  | Income(Numerator)                          |       | Shares(Denominator) |             | PerShare
|Basic earnings per share:                                                                   |  |                                            |       |                     |             |          |   |     
|Net income applicable to common stockholders                                                |  | $                                          | 3,934 |                     | 103,512,026 |          | $ | 0.04
|                                                                                            |  |                                            |       |                     |             |          |   |     
|Dilutive securities                                                                         |  |                                            |       |                     |             |          |   |     
|Stock options, restricted stock and restricted stock units and employee stock purchase plan |  |                                            |      |                     | 694,408     |          |   |     
|                                                                                            |  |                                            |       |                     |             |          |   |     
|Diluted earnings per share:                                                                 |  |                                            |       |                     |             |          |   |     
|Net income applicable to common stockholders                                                |  | $                                          | 3,934 |                     | 104,206,434 |          | $ | 0.04
|                                                                                            |  |                                            |       |                     |             |          |   |     

Basic income (loss) per share is computed as net income (loss) applicable to common stockholders
divided by weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, if any, that could occur from shares issuable through stock options, the employee stock purchase plan
and restricted stock and restricted stock units.

For the three-month periods ended September 30, 2007 and 2006, all dilutive
securities have been excluded as their inclusion would have had an anti-dilutive effect on loss per share. For the three-month period ended September 30, 2007, 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 earnings per share if their effect was not anti-dilutive was 707,678 equivalent shares dilutive securities. For the three-month period ended September 30,
2006, 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 earnings per share if their effect was not anti-dilutive was 39,144
equivalent shares dilutive securities.

For the nine-month period ended September 30, 2007, a total of 9,027,328 shares of dilutive
securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.

For the nine-month period ended September 30, 2006, all dilutive securities have been excluded as their inclusion would have had an anti-dilutive
effect on loss per share. 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 earnings per share if their effect was not
anti-dilutive was 70,097 equivalent shares of dilutive securities.

Syndicated Bank Credit Facility

In September 2005, the Company refinanced the former syndicated bank credit facility with a new
$650 million senior secured syndicated bank credit facility consisting of a 7 1/2-year $500 million term loan
and a 6 1/2-year $150 million revolving facility. The term loan under the new syndicated bank credit facility
has been drawn in full, the proceeds of which were used (i) to refinance $250 million outstanding under the Companys former syndicated bank credit facility, (ii) to complete a tender offer for the Companys previously
outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes.

The term loan matures in
2013 and is subject to automatic quarterly reductions of $1.25 million starting on January 1, 2006. The revolving facility expires in 2012. The Companys ability to make additional borrowings under the syndicated bank credit facility is
subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the syndicated bank credit facility.

The syndicated bank credit facility is secured by substantially all of the Companys assets, as well as the pledge of the stock of substantially all of the Companys subsidiaries, including the special
purpose subsidiary formed to hold the Companys FCC licenses.

The term loan bears interest at LIBOR plus a margin of 1.50%, for a
total interest rate of 6.73% at September 30, 2007. As of September 30, 2007, $491.3 million of the term loan was outstanding.



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The revolving facility bears interest at LIBOR plus a margin ranging from 1% to 2% based on leverage
covenants. As of September 30, 2007, the Company had approximately $2 million in outstanding letters of credit and $148 million was available under the revolving facility for future borrowings. In addition, the Company pays a quarterly unused
commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility usage.

The syndicated bank credit facility
contains customary events of default. If an event of default occurs and is continuing, the Company might be required to repay all amounts then outstanding under the syndicated bank credit facility. Lenders holding more than 50% of the loans and
commitments under the syndicated bank credit facility may elect to accelerate the maturity of loans upon the occurrence and during the continuation of an event of default.

The syndicated bank credit facility contains a mandatory prepayment clause, triggered in the event that (i) the proceeds of certain asset
dispositions are not utilized as provided under the syndicated bank credit facility within 18 months of such disposition; (ii) insurance or condemnation proceeds are not utilized as provided under the syndicated bank credit facility within 360
days following receipt thereof; or (iii) the proceeds from capital contributions or equity offerings are not utilized to acquire businesses or properties relating to radio, television and outdoor advertising within 360 days following such
capital contribution or equity offering. In addition, if the Company incurs certain additional indebtedness, then 100% of such proceeds must be used to reduce the outstanding loan balance; and if the Company has excess cash flow, as defined in the
syndicated bank credit facility, then 75% of such excess cash flow must be used to reduce the outstanding loan balance.

The syndicated
bank credit facility contains certain financial covenants relating to maximum net debt ratio, senior debt ratio, maximum capital expenditures and fixed charge coverage ratio. The covenants become increasingly restrictive in the later years of the
syndicated bank credit facility. The syndicated bank credit facility also requires the Company to maintain FCC licenses for 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.

The Company can draw on the revolving facility without prior approval for
working capital needs and for acquisitions having an aggregate maximum consideration of $25 million or less. Proposed acquisitions are conditioned upon the Companys 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 properties. For acquisitions having an aggregate maximum consideration in excess of $100 million, consent is required from lenders
holding more than 50% of the loans and commitments under the syndicated bank credit facility.

Derivative Instruments

As of September 30, 2007, the Company had three interest rate swap agreements with a $412 million aggregate notional amount,
with quarterly reductions, that expire on October 1, 2010, and one interest rate swap agreement with a $79.3 million notional amount, with quarterly increases, that also expires on October 1, 2010. The three interest rate swap agreements
convert a portion of the variable rate term loan into a fixed rate obligation of 5.96%, which includes the margin of 1.50%. The one interest rate swap agreement converts a portion of the variable rate term loan into a fixed rate obligation of 6.56%,
which includes the margin of 1.50%. As the notional amount of the three interest rate swap agreements declines, the notional amount of the one interest swap agreement will increase so that the notional amounts of all four interest rate swap
agreements will equal the term loan amount. As of September 30, 2007, these interest rate swap agreements were not designated for hedge accounting treatment under the provisions of SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities (SFAS 133) and as a result, changes in their fair values are reflected currently in earnings.

As
of September 30, 2007, the fair value of the interest rate swap agreements was a liability of $1.4 million and is classified as other liabilities on the balance sheet.

The Company recognized an increase of $10.3 million and $6.3 million in interest expense related to the decrease in fair value of the interest rate swap
agreements for the three-month periods ended September 30, 2007 and 2006, respectively. The Company recognized an increase of $7.5 million in interest expense related to the decrease in fair value of the interest rate swap agreements for the
nine-month period ended September 30, 2007. The Company recognized a reduction of $2.7 million in interest expense related to the increase in fair value of the interest rate swap agreements for the nine-month period ended September 30,
2006.



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##### Table of Contents

Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 (FIN 48), which the Company
adopted on January 1, 2007. FIN 48 sets out the use of a single comprehensive model to address uncertainty in tax positions and clarifies the accounting for income taxes by establishing the minimum recognition threshold and a measurement
attribute for tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements.

At the
adoption date of January 1, 2007, the Company had $7.4 million of gross unrecognized tax benefits for uncertain tax positions, of which $1.5 million would reduce the Companys effective tax rate if recognized. Approximately $5.5 million of
the gross unrecognized tax benefits for uncertain tax positions relate to timing differences and would not affect the Companys effective tax rate if recognized. The Company does not anticipate that the amount of unrecognized tax benefits as of
September 30, 2007 will significantly increase or decrease within the next 12 months.

The Company recognizes interest and penalties
related to income tax matters as a component of income tax expense. At the adoption date of January 1, 2007, the Company had $0.3 million of accrued interest and penalties related to uncertain tax positions. The corresponding amounts at
September 30, 2007 were not materially different from the amounts at the date of adoption.

The Company is subject to taxation in the
United States, various states and Mexico. The Company remains subject to examination in major taxing jurisdictions for the 2002 to 2006 tax years.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157 (SFAS 157), Fair Value Measurements, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS 157 is effective beginning in the first quarter of 2008. The
Company is currently evaluating the impact of adopting SFAS 157 on the financial statements.

In February 2007, the FASB issued Statement
of Financial Accounting Standards No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to measure eligible financial instruments, commitments, and certain other
arrangements at fair value at specified election dates with changes in fair value recognized in earnings at each subsequent reporting period. SFAS 159 is effective beginning in the first quarter of 2008. The Company is currently evaluating the
impact of adopting SFAS 159 on the financial statements.

3. SEGMENT INFORMATION

The Company operates in three reportable segments: television broadcasting, radio broadcasting and outdoor advertising.

Television Broadcasting

The
Company owns and/or operates 51 primary television stations located primarily in the southwestern United States, consisting primarily of Univision affiliates.

Radio Broadcasting

The Company owns and operates 47 radio stations (36 FM and 11 AM) located
primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

Outdoor Advertising

The Company owns approximately 10,400 outdoor advertising faces located primarily in Los Angeles and New York.



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##### Table of Contents

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 (gain) loss on sale of assets. There were no significant sources of revenue generated outside the United States during the three- and nine-month periods
ended September 30, 2007 and 2006. The Company evaluates the performance of its operating segments based on the following (unaudited; in thousands):



|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|-------------------------------------------- |  | -------------------------------------- | --------- | - | ---- | - | ------------------------------------- | ------- |  | --- | -- |  | ---- |  | - | ------- | - |  | ------- | -------- | - |  | --- | --
|                                             |  | Three-Month Period Ended September 30, |           |   |      |   | Nine-Month Period Ended September 30, |        
|                                             |  | 2007                                   |           |   | 2006 |   |                                       | %Change |  |     |    |  | 2007 |  |   | 2006    |   |  | %Change |         
|Net Revenue                                  |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  | $                                      | 39,917    |   |      | $ | 40,801                                |         |  | (2  | )% |  |      |  | $ | 116,995 |   |  | $       | 118,175  |   |  | (1  | )%
|Radio                                        |  |                                        | 24,184    |   |      |   | 27,506                                |         |  | (12 | )% |  |      |  |   | 70,537  |   |  |         | 72,873   |   |  | (3  | )%
|Outdoor                                      |  |                                        | 10,188    |   |      |   | 10,002                                |         |  | 2   | %  |  |      |  |   | 26,729  |   |  |         | 26,469   |   |  | 1   | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  |                                        | 74,289    |   |      |   | 78,309                                |         |  | (5  | )% |  |      |  |   | 214,261 |   |  |         | 217,517  |   |  | (1  | )%
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Direct operating expenses                    |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  |                                        | 16,348    |   |      |   | 15,769                                |         |  | 4   | %  |  |      |  |   | 48,038  |   |  |         | 45,764   |   |  | 5   | % 
|Radio                                        |  |                                        | 8,856     |   |      |   | 9,569                                 |         |  | (7  | )% |  |      |  |   | 26,391  |   |  |         | 27,280   |   |  | (3  | )%
|Outdoor                                      |  |                                        | 6,674     |   |      |   | 6,583                                 |         |  | 1   | %  |  |      |  |   | 19,293  |   |  |         | 18,920   |   |  | 2   | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  |                                        | 31,878    |   |      |   | 31,921                                |         |  | (0  | )% |  |      |  |   | 93,722  |   |  |         | 91,964   |   |  | 2   | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Selling, general and administrative expenses |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  |                                        | 5,755     |   |      |   | 6,205                                 |         |  | (7  | )% |  |      |  |   | 17,164  |   |  |         | 17,880   |   |  | (4  | )%
|Radio                                        |  |                                        | 4,979     |   |      |   | 6,177                                 |         |  | (19 | )% |  |      |  |   | 16,163  |   |  |         | 17,430   |   |  | (7  | )%
|Outdoor                                      |  |                                        | 1,592     |   |      |   | 1,423                                 |         |  | 12  | %  |  |      |  |   | 4,743   |   |  |         | 3,996    |   |  | 19  | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  |                                        | 12,326    |   |      |   | 13,805                                |         |  | (11 | )% |  |      |  |   | 38,070  |   |  |         | 39,306   |   |  | (3  | )%
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Depreciation and amortization                |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  |                                        | 4,416     |   |      |   | 3,886                                 |         |  | 14  | %  |  |      |  |   | 12,894  |   |  |         | 11,293   |   |  | 14  | % 
|Radio                                        |  |                                        | 1,254     |   |      |   | 1,533                                 |         |  | (18 | )% |  |      |  |   | 4,099   |   |  |         | 5,212    |   |  | (21 | )%
|Outdoor                                      |  |                                        | 5,860     |   |      |   | 5,987                                 |         |  | (2  | )% |  |      |  |   | 17,444  |   |  |         | 17,119   |   |  | 2   | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  |                                        | 11,530    |   |      |   | 11,406                                |         |  | 1   | %  |  |      |  |   | 34,437  |   |  |         | 33,624   |   |  | 2   | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Segment operating profit                     |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  |                                        | 13,398    |   |      |   | 14,941                                |         |  | (10 | )% |  |      |  |   | 38,899  |   |  |         | 43,238   |   |  | (10 | )%
|Radio                                        |  |                                        | 9,095     |   |      |   | 10,227                                |         |  | (11 | )% |  |      |  |   | 23,884  |   |  |         | 22,951   |   |  | 4   | % 
|Outdoor                                      |  |                                        | (3,938    | ) |      |   | (3,991                                | )       |  | (1  | )% |  |      |  |   | (14,751 | ) |  |         | (13,566  | ) |  | 9   | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  |                                        | 18,555    |   |      |   | 21,177                                |         |  | (12 | )% |  |      |  |   | 48,032  |   |  |         | 52,623   |   |  | (9  | )%
|Corporate expenses                           |  |                                        | 4,033     |   |      |   | 4,617                                 |         |  | (13 | )% |  |      |  |   | 13,751  |   |  |         | 13,911   |   |  | (1  | )%
|Gain on sale of assets                       |  |                                        |          |   |      |   | (1,408                                | )       |  | *   |    |  |      |  |   |        |   |  |         | (19,060  | ) |  | *   |   
|Impairment charge                            |  |                                        |          |   |      |   |                                      |         |  | *   |    |  |      |  |   |        |   |  |         | 189,661  |   |  | *   |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Operating income (loss)                      |  |                                        | 14,522    |   |      |   | 17,968                                |         |  | (19 | )% |  |      |  |   | 34,281  |   |  |         | (131,889 | ) |  | *   |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Interest expense                             |  |                                        | (18,304   | ) |      |   | (14,393                               | )       |  | 27  | %  |  |      |  |   | (31,221 | ) |  |         | (21,230  | ) |  | 47  | % 
|Interest income                              |  |                                        | 1,325     |   |      |   | 61                                    |         |  | *   |    |  |      |  |   | 3,891   |   |  |         | 818      |   |  | 376 | % 
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Income (loss) before income taxes            |  | $                                      | (2,457    | ) |      | $ | 3,636                                 |         |  | *   |    |  |      |  | $ | 6,951   |   |  | $       | (152,301 | ) |  | *   |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Capital expenditures                         |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  | $                                      | 3,075     |   |      | $ | 5,773                                 |         |  |     |    |  |      |  | $ | 9,003   |   |  | $       | 14,834   |   |  |     |   
|Radio                                        |  |                                        | 933       |   |      |   | 757                                   |         |  |     |    |  |      |  |   | 2,434   |   |  |         | 2,502    |   |  |     |   
|Outdoor                                      |  |                                        | 264       |   |      |   | 331                                   |         |  |     |    |  |      |  |   | 1,485   |   |  |         | 1,617    |   |  |     |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  | $                                      | 4,272     |   |      | $ | 6,861                                 |         |  |     |    |  |      |  | $ | 12,922  |   |  | $       | 18,953   |   |  |     |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Total assets                                 |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Television                                   |  | $                                      | 522,514   |   |      | $ | 467,593                               |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Radio                                        |  |                                        | 714,173   |   |      |   | 718,248                               |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Outdoor                                      |  |                                        | 159,529   |   |      |   | 181,865                               |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Assets held for sale (Radio)                 |  |                                        |          |   |      |   | 81,208                                |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|Consolidated                                 |  | $                                      | 1,396,216 |   |      | $ | 1,448,914                             |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   
|                                             |  |                                        |           |   |      |   |                                       |         |  |     |    |  |      |  |   |         |   |  |         |          |   |  |     |   

---

|* | Percentage not meaningful.
|- | --------------------------



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4. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that arose in the ordinary course of business, but the Company is not currently a party to any lawsuit or legal proceeding which, in the opinion of management,
is likely to have a material adverse effect on 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 are a diversified Spanish-language media company with a unique portfolio of television,
radio and outdoor advertising assets, reaching approximately 70% of all Hispanics in the United States. We operate in three reportable segments: television broadcasting, radio broadcasting and outdoor advertising. Our net revenue for the three-month
period ended September 30, 2007 was $74.3 million. Of that amount, revenue generated by our television segment accounted for 54%, revenue generated by our radio segment accounted for 32% and revenue generated by our outdoor segment accounted
for 14%.

As of the date of filing this report, we own and/or operate 51 primary television stations that are located primarily in the
southwestern United States. We own and operate 47 radio stations (36 FM and 11 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. Our outdoor advertising segment consists of approximately 10,400
advertising faces located primarily in Los Angeles and New York.

The comparability of our results between 2007 and 2006 is affected by
acquisitions and dispositions in those periods. In those years, we primarily acquired new media properties in markets where we already owned existing media properties. While new media properties contribute to the financial results of their markets,
we do not attempt to measure their effect as they typically are integrated into existing operations.

We generate revenue from sales of
national and local advertising time on television and radio stations and advertising on our billboards. Advertising rates are, in large part, based on each mediums ability to attract audiences in demographic groups targeted by advertisers. We
recognize advertising revenue when commercials are broadcast and when 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 commissions to agencies for local, regional and national advertising. For contracts directly with agencies, we record net revenue from these agencies. 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 primary
expenses are employee compensation, including commissions paid to our sales staff and national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering, leasing, general and
administrative, depreciation and amortization and impairment. Our local programming costs for television consist primarily of costs related to producing a local newscast in most of our markets.

Highlights

During the third
quarter 2007, we faced difficult comparisons due to the absence of certain major events, such as World Cup and political activity that occurred in the third quarter of 2006. In addition, we were confronted with a weak advertising environment,
particularly in radio. Nevertheless, we continued to build our audience shares, drive operating efficiencies and control costs.

Our
television segment generated $39.9 million in net revenue in the third quarter of 2007. We sustained solid ratings across this segment, and advertising rates continued to be solid. Our television results were driven by continued growth in
our top advertising categories, including telecommunications and retail. We continued to enjoy significant revenue growth from our television stations located in markets with rapidly growing Hispanic populations, such as Midland-Odessa and San
Angelo, each of which experienced greater than 15% net revenue growth in the third quarter of 2007. Notwithstanding the net revenue growth of these particular stations, net revenue for our television segment as a whole decreased by $0.9 million or
2% for the third quarter of 2007 from $40.8 million for the third quarter of 2006. This decrease in net revenue was primarily due to a decrease in national advertising sales, primarily as a result of difficult revenue comparisons due to significant
non-recurring events that occurred during the third quarter of 2006, such as World Cup and political activity.



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Our radio segment contributed $24.2 million in net revenue in the third quarter of 2007 as we
concentrated our efforts on local sales, which accounted for 76% of total radio segment sales in the third quarter of 2007. Our radio results were driven by continued growth in our top advertising categories, including travel and leisure, beverages
and telecommunications. Our radio results were partly due to revenue growth from our radio stations where we added our third network format, José: Toca lo Que Quiere (plays what he wants), which features a mix of
Spanish-language adult contemporary and Mexican regional hits from the 1970s through the present, as well as our stations that began broadcasting the Piolin por la Mañana, syndicated morning show, one of the highest-rated
Spanish-language radio programs in the country, and have seen solid ratings growth in all of these markets. Notwithstanding the net revenue growth of these particular stations, net revenue for our radio segment as a whole decreased by $3.3
million or 12% for the third quarter of 2007 from $27.5 million for the third quarter of 2006. The decrease in net revenue would have been lower but for the loss of net revenue from our radio stations serving the Tucson and Dallas markets, which we
sold in the third quarter and fourth quarter of 2006, respectively. The decrease in net revenue was also partly due to difficult comparisons from third quarter 2006, where we benefited from World Cup advertising revenue and revenue from
Reventón, our annual Los Angeles promotional event which we moved from the third quarter to the second quarter in 2007.

Our outdoor
segment contributed $10.2 million of our net revenue in the third quarter of 2007, and benefited from overall demand for outdoor advertising in New York. Our outdoor segment enjoyed an increase in local advertising sales in the third quarter of
2007. We have made a concentrated effort to strengthen the staffing and training of our local sales force, and we anticipate that the focus on local sales will continue for the remainder of 2007. In August 2007, our agreement with the City of
Fresno, California expired, and as a result, we no longer sell advertising on municipal buses in the Fresno, California market. In November 2007, we entered into a three-year agreement with Dallas Area Rapid Transit, or DART, pursuant to
which we have the exclusive right to sell advertising on municipal buses in the Dallas, Texas market. We believe that our agreement with DART will result in more advertising faces and higher revenue than our agreement with the City of Fresno
produced. We believe that expanding our transit advertising creates opportunities to provide broader advertising coverage for national advertisers.

Relationship with Univision

Univision currently owns approximately 15% of our common stock on a fully-converted
basis. In connection with its merger with Hispanic Broadcasting Corporation in September 2003, Univision entered into an agreement with the U.S. Department of Justice, pursuant to which Univision agreed, among other things, to ensure that its
percentage ownership of our company will not exceed 10% by March 26, 2009.

Univision is the holder of all of our issued and
outstanding Class U common stock. The Class U common stock has limited voting rights and does not include the right to elect directors. However, as the holder of all of our issued and outstanding Class U common stock, Univision currently has the
right to approve any merger, consolidation or other business combination involving our company, any dissolution of our company and any assignment of the Federal Communications Commission, or FCC, licenses for any of our companys
Univision-affiliated television stations. Each share of Class U common stock is automatically convertible into one share (subject to adjustment for stock splits, dividends or combinations) of our Class A common stock in connection with any
transfer to a third party that is not an affiliate of Univision. Pursuant to an investor rights agreement, as amended, between Univision and us, Univision has a right to demand the registration of the sale of shares of our Class U common that it
owns, which may be exercised on or before March 26, 2009.

Univision acts as the Companys exclusive sales representative for the
sale of all national advertising aired on Univision-affiliate television stations. During the three-month periods ended September 30, 2007 and 2006, the amount we paid to Univision in this capacity was $2.6 million and $2.8 million,
respectively. During the nine-month periods ended September 30, 2007 and 2006, the amount we paid to Univision in this capacity was $7.6 million and $7.8 million, respectively.

Stock-Based Compensation

Stock Options

Stock-based compensation expense related to our employee stock option plans was $23 thousand and $0.3 million
for the three-month periods ended September 30, 2007 and 2006. Stock-based compensation expense related to our employee stock option plans was $0.6 million and $1.2 million for the nine-month periods ended September 30, 2007 and 2006.



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As of September 30, 2007, there was approximately $0.1 million of total unrecognized compensation
expense related to our employee stock option plans that is expected to be recognized over a weighted-average period of 0.3 years.

Restricted Stock and Restricted Stock Units

Stock-based compensation expense related to restricted stock and restricted
stock units is based on the fair value of our stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years.

Stock-based compensation expense related to grants of restricted stock and restricted stock units was $0.6 million and $0.1 million for the three-month periods ended September 30, 2007 and 2006, respectively.
Stock-based compensation expense related to grants of restricted stock and restricted stock units was $1.5 million and $0.1 million for the nine-month periods ended September 30, 2007 and 2006, respectively.

As of September 30, 2007, there was approximately $4.3 million of total unrecognized compensation expense related to grants of restricted stock and
restricted stock units that is expected to be recognized over a weighted-average period of 2.5 years.

Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan
interpretation of FASB Statement No. 109 (FIN 48), which we adopted on January 1, 2007. FIN 48 sets out the use of a single comprehensive model to address uncertainty in tax positions and clarifies the accounting for
income taxes by establishing the minimum recognition threshold and a measurement attribute for tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements.

At the adoption date of January 1, 2007, we had $7.4 million of gross unrecognized tax benefits for uncertain tax positions, of which $1.5 million
would affect our effective tax rate if recognized. Approximately $5.5 million of the gross unrecognized tax benefits for uncertain tax positions relate to timing differences and would not affect our effective tax rate if recognized. We do not
anticipate that the amount of unrecognized tax benefits as of September 30, 2007 will significantly increase or decrease within the next 12 months.

We recognize interest and penalties related to income tax matters as a component of income tax expense. At the adoption date of January 1, 2007, we had $0.3 million of accrued interest and penalties related to
uncertain tax positions. The corresponding amounts at September 30, 2007, were not materially different from the amounts at the date of adoption.

We are subject to taxation in the United States, various states and Mexico. We remain subject to examination in major taxing jurisdictions for the 2002 to 2006 tax years.

Goodwill and Other Intangible Assets

At least annually, as of October 1, we test our goodwill and indefinite lived intangible assets for impairment. Whether or not there is an impairment may result from, among other things, an analysis of our performance; the proposed use
or sale of our assets; market conditions; changes in applicable laws and regulations, including changes that affect the activities of or the products or services sold by our businesses; and other factors. The amount of any quantified impairment is
required to be expensed as a charge to operations.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements,
which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS 157 is effective beginning in the first quarter of 2008. We are currently evaluating the impact of adopting SFAS 157 on our financial
statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (SFAS 159), The
Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to measure eligible financial instruments, commitments, and certain other arrangements at fair value at specified election dates with changes in fair
value recognized in earnings at each subsequent reporting period. SFAS 159 is effective beginning in the first quarter of 2008. We are currently evaluating the impact of adopting SFAS 159 on our financial statements.



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Three-and Nine-Month Periods Ended September 30, 2007 and 2006

The following table sets forth selected data from our operating results for the three- and nine-month periods ended September 30, 2007 and 2006
(unaudited; in thousands):



|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|--------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | -------- | - | ------- | - |  | ------------------------------------ | ---- |  | -------- | ---- | - | ------- | - |  | - | -------- | - |  | --- | --
|                                                                                  |  | Three-Month PeriodEnded September 30, |         |   | % Change |   |         |   |  | Nine-Month PeriodEnded September 30, |      |  | % Change |     
|                                                                                  |  | 2007                                  |         |   | 2006     |   |         |   |  |                                      | 2007 |  |          | 2006 |   |        
|Statements of Operations Data:                                                    |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Net revenue                                                                       |  | $                                     | 74,289  |   |          | $ | 78,309  |   |  | (5                                   | )%   |  |          |      | $ | 214,261 |   |  | $ | 217,517  |   |  | (1  | )%
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Direct operating expenses                                                         |  |                                       | 31,878  |   |          |   | 31,921  |   |  | (0                                   | )%   |  |          |      |   | 93,722  |   |  |   | 91,964   |   |  | 2   | % 
|Selling, general and administrative expenses                                      |  |                                       | 12,326  |   |          |   | 13,805  |   |  | (11                                  | )%   |  |          |      |   | 38,070  |   |  |   | 39,306   |   |  | (3  | )%
|Corporate expenses                                                                |  |                                       | 4,033   |   |          |   | 4,617   |   |  | (13                                  | )%   |  |          |      |   | 13,751  |   |  |   | 13,911   |   |  | (1  | )%
|Gain on sale of assets                                                            |  |                                       |        |   |          |   | (1,408  | ) |  | *                                    |      |  |          |      |   |        |   |  |   | (19,060  | ) |  | *   |   
|Depreciation and amortization                                                     |  |                                       | 11,530  |   |          |   | 11,406  |   |  | 1                                    | %    |  |          |      |   | 34,437  |   |  |   | 33,624   |   |  | 2   | % 
|Impairment charge                                                                 |  |                                       |        |   |          |   |        |   |  | *                                    |      |  |          |      |   |        |   |  |   | 189,661  |   |  | *   |   
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|                                                                                  |  |                                       | 59,767  |   |          |   | 60,341  |   |  | (1                                   | )%   |  |          |      |   | 179,980 |   |  |   | 349,406  |   |  | (48 | )%
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Operating income (loss)                                                           |  |                                       | 14,522  |   |          |   | 17,968  |   |  | (19                                  | )%   |  |          |      |   | 34,281  |   |  |   | (131,889 | ) |  | *   |   
|Interest expense                                                                  |  |                                       | (18,304 | ) |          |   | (14,393 | ) |  | 27                                   | %    |  |          |      |   | (31,221 | ) |  |   | (21,230  | ) |  | 47  | % 
|Interest income                                                                   |  |                                       | 1,325   |   |          |   | 61      |   |  | *                                    |      |  |          |      |   | 3,891   |   |  |   | 818      |   |  | 376 | % 
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Income (loss) before income taxes                                                 |  |                                       | (2,457  | ) |          |   | 3,636   |   |  | *                                    |      |  |          |      |   | 6,951   |   |  |   | (152,301 | ) |  | *   |   
|Income tax (expense) benefit                                                      |  |                                       | 835     |   |          |   | (3,837  | ) |  | *                                    |      |  |          |      |   | (3,422  | ) |  |   | (3,666   | ) |  | (7  | )%
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Income (loss) before equity in net income (loss) of nonconsolidated affiliate     |  |                                       | (1,622  | ) |          |   | (201    | ) |  | *                                    |      |  |          |      |   | 3,529   |   |  |   | (155,967 | ) |  | *   |   
|Equity in net income (loss) of nonconsolidated affiliate                          |  |                                       | 245     |   |          |   | 93      |   |  | 163                                  | %    |  |          |      |   | 405     |   |  |   | (20      | ) |  | *   |   
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Net income (loss)                                                                 |  | $                                     | (1,377  | ) |          | $ | (108    | ) |  | *                                    |      |  |          |      | $ | 3,934   |   |  | $ | (155,987 | ) |  | *   |   
|                                                                                  |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|                                                                                  |  |                                       |         |   |          |   |        
|Other Data:                                                                       |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      |   |         |   |  |   |          |   |  |     |   
|Capital asset and intangible expenditures                                         |  | $                                     | 4,351   |   |          | $ | 19,185  |   |  |                                      |      |  |          |      | $ | 14,975  |   |  | $ | 35,966   |   |  |     |   
|Consolidated adjusted EBITDA (adjusted for non-cash stock-based compensation) (1) |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      | $ | 71,123  |   |  | $ | 74,436   |   |  |     |   
|Net cash provided by operating activities                                         |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      | $ | 40,386  |   |  | $ | 37,370   |   |  |     |   
|Net cash used in investing activities                                             |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      | $ | (14,733 | ) |  | $ | (29,809  | ) |  |     |   
|Net cash used in financing activities                                             |  |                                       |         |   |          |   |         |   |  |                                      |      |  |          |      | $ | (40,500 | ) |  | $ | (52,117  | ) |  |     |   

---

|* | Percentage not meaningful.
|- | --------------------------



|(1) | Consolidated adjusted EBITDA means operating income (loss) plus loss (gain) on sale of assets, depreciation and amortization, non-cash impairment loss, non-cash stock-based
compensation included in operating and corporate expenses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our syndicated bank credit
facility and does not include non-cash stock-based compensation, non-cash impairment loss, loss (gain) on sale of assets and syndication programming amortization and does include syndication programming payments. The definition of operating income
(loss), and thus consolidated adjusted EBITDA, excludes equity in net earnings (loss) of nonconsolidated affiliates.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Since
our ability to borrow from our syndicated bank credit facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our syndicated bank credit
facility contains certain financial covenants relating to maximum net debt ratio, senior debt ratio, maximum capital expenditures and fixed charge coverage ratio. The maximum net debt ratio, or the ratio of consolidated total debt minus cash, up to
a maximum of $20 million, to consolidated adjusted EBITDA, affects our ability to borrow from our syndicated bank credit facility. Under our syndicated bank credit facility, our maximum net debt ratio may not exceed 7.25 to 1 on a pro forma basis
for the prior full four quarters. The actual maximum net debt ratios were as follows (in each case as of September 30): 2007, 4.9 to 1; 2006, 4.9 to 1. Therefore, we were in compliance with this covenant at



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each of those dates. We entered into our new syndicated bank credit facility in September 2005, so we were not subject to the same calculations and covenants
in prior years. However, for consistency of presentation, the foregoing historical ratios assume that our current definition had been applicable for all periods presented. The maximum net debt ratio also affects the interest rate charged for
revolving loans, thus affecting our interest expense.

While many in the financial community and we consider consolidated adjusted EBITDA to
be important, it 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. As consolidated adjusted EBITDA excludes non-cash (gain) loss on sale of assets, non-cash depreciation and amortization, non-cash impairment loss, non-cash
stock-based compensation awards and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line
items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business.



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Consolidated adjusted EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure
to consolidated adjusted EBITDA is cash flows from operating activities. A reconciliation of this non-GAAP measure to cash flows from operating activities follows (unaudited; in thousands):



|                                                                                           |  |                                      |         |   |      |   |          |  
|------------------------------------------------------------------------------------------ |  | ------------------------------------ | ------- | - | ---- | - | -------- | -
|                                                                                           |  | Nine-Month Period EndedSeptember 30, |        
|                                                                                           |  | 2007                                 |         |   | 2006 |  
|Consolidated adjusted EBITDA (1)                                                           |  | $                                    | 71,123  |   |      | $ | 74,436   |  
|Interest expense                                                                           |  |                                      | (31,221 | ) |      |   | (21,230  | )
|Interest income                                                                            |  |                                      | 3,891   |   |      |   | 818      |  
|Income tax expense                                                                         |  |                                      | (3,422  | ) |      |   | (3,666   | )
|Amortization of syndication contracts                                                      |  |                                      | (1,078  | ) |      |   | (71      | )
|Payments on syndication contracts                                                          |  |                                      | 979     |   |      |   | 66       |  
|Gain on sale of assets                                                                     |  |                                      |        |   |      |   | 19,060   |  
|Non-cash stock-based compensation included in direct operating expenses                    |  |                                      | (356    | ) |      |   | (179     | )
|Non-cash stock-based compensation included in selling, general and administrative expenses |  |                                      | (535    | ) |      |   | (771     | )
|Non-cash stock-based compensation included in corporate expenses                           |  |                                      | (1,415  | ) |      |   | (1,145   | )
|Depreciation and amortization                                                              |  |                                      | (34,437 | ) |      |   | (33,624  | )
|Impairment charge                                                                          |  |                                      |        |   |      |   | (189,661 | )
|                                                                                           |  |                                      |         |   |      |   |          |  
|Net income (loss) before equity in net income (loss) of nonconsolidated affiliates         |  |                                      | 3,529   |   |      |   | (155,967 | )
|Equity in net income (loss) of nonconsolidated affiliates                                  |  |                                      | 405     |   |      |   | (20      | )
|                                                                                           |  |                                      |         |   |      |   |          |  
|Net income (loss)                                                                          |  |                                      | 3,934   |   |      |   | (155,987 | )
|Depreciation and amortization                                                              |  |                                      | 34,437  |   |      |   | 33,624   |  
|Impairment charge                                                                          |  |                                      |        |   |      |   | 189,661  |  
|Deferred income taxes                                                                      |  |                                      | 1,737   |   |      |   | 43       |  
|Amortization of debt issue costs                                                           |  |                                      | 303     |   |      |   | 300      |  
|Amortization of syndication contracts                                                      |  |                                      | 1,078   |   |      |   | 71       |  
|Payments on syndication contracts                                                          |  |                                      | (979    | ) |      |   | (66      | )
|Equity in net (income) loss of nonconsolidated affiliate                                   |  |                                      | (405    | ) |      |   | 20       |  
|Non-cash stock-based compensation                                                          |  |                                      | 2,306   |   |      |   | 2,095    |  
|Gain on sale of media properties and other assets                                          |  |                                      | (201    | ) |      |   | (19,060  | )
|Change in fair value of interest rate swap agreements                                      |  |                                      | 7,467   |   |      |   | (2,672   | )
|Changes in assets and liabilities, net of effect of acquisitions and dispositions:         |  |                                      |         |   |      |   |          |  
|Increase in accounts receivable                                                            |  |                                      | (7,490  | ) |      |   | (7,493   | )
|Increase in prepaid expenses and other assets                                              |  |                                      | (1,357  | ) |      |   | (346     | )
|Decrease in accounts payable, accrued expenses and other liabilities                       |  |                                      | (444    | ) |      |   | (2,820   | )
|                                                                                           |  |                                      |         |   |      |   |          |  
|Cash flows from operating activities                                                       |  | $                                    | 40,386  |   |      | $ | 37,370   |  
|                                                                                           |  |                                      |         |   |      |   |          |  

Consolidated Operations

Net Revenue. Net revenue decreased to $74.3 million for the three-month period ended September 30, 2007 from $78.3 million for the three-month period ended September 30, 2006, a decrease of $4.0
million. Of the overall decrease, $3.3 million came from our radio segment. The decrease was primarily attributable to a decrease in net revenue from our Tucson and Dallas radio stations that we sold and a decrease in third quarter revenue of $1.3
million associated with moving our annual Los Angeles promotional event from the third quarter to the second quarter in 2007. Additionally, $0.9 million of the overall decrease was from our television segment and was primarily attributable to a
decrease in national advertising sales, primarily due to a decrease in advertising rates on a comparative basis, as well as strong 2006 third quarter non-recurring revenue from major events, such as World Cup and political activity. The overall
decrease was partially offset by an increase of $0.2 million from our outdoor segment. The increase from this segment was primarily attributable to an increase in local advertising sales, partially offset by a decrease in national advertising sales.



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Net revenue decreased to $214.3 million for the nine-month period ended September 30, 2007 from
$217.5 million for the nine-month period ended September 30, 2006, a decrease of $3.2 million. Of the overall decrease, $2.3 million came from our radio segment. The decrease was primarily attributable to a decrease in net revenue from our
Tucson and Dallas radio stations that we sold, partially offset by an increase in local advertising sales. Additionally, $1.2 million of the overall decrease was from our television segment and was primarily attributable to a decrease in national
advertising sales, primarily due to a decrease in advertising rates on a comparative basis, as well as strong 2006 non-recurring revenue from major events, such as World Cup and political activity. The overall decrease was partially offset by an
increase of $0.3 million from our outdoor segment. The increase from this segment was primarily attributable to an increase in local advertising sales, partially offset by a decrease in national advertising sales.

We currently anticipate that net revenue will decrease by single digit percentages or be flat during the fourth quarter of 2007 as compared to the fourth
quarter of 2006 due to a weak advertising environment, as well as difficult revenue comparisons from political activity that, except for a small amount, is non-recurring in the fourth quarter of 2007.

Direct Operating Expenses. Direct operating expenses were $31.9 million for each of the three-month periods ended September 30, 2007 and
2006. Direct operating expenses from our television segment increased $0.6 million. The increase was primarily attributable to an increase in wages and an increase in utility expense related to digital television, partially offset by lower sales
expenses associated with the decrease in net revenue and a decrease in rating service expense. Additionally, direct operating expenses from our outdoor segment increased $0.1 million. The increase was primarily attributable to higher rent expense
for our billboard locations. The overall increase was partially offset by a decrease of $0.7 million from our radio segment. The decrease was primarily attributable to a decrease in direct operating expenses from our Tucson and Dallas radio stations
that we sold. As a percentage of net revenue, direct operating expenses increased to 43% for the three-month period ended September 30, 2007 from 41% for the three-month period ended September 30, 2006. Direct operating expenses as a
percentage of net revenue increased because net revenue decreased while direct operating expenses remained the same.

Direct operating
expenses increased to $93.7 million for the nine-month period ended September 30, 2007 from $92.0 million for the nine-month period ended September 30, 2006, an increase of $1.7 million. Of the overall increase, $2.2 million came from our
television segment. The increase was primarily attributable to an increase in wages and an increase in utility and rent expense related to digital television, partially offset by a decrease in rating service expense. Additionally, $0.4 million of
the overall increase came from our outdoor segment. The increase was primarily attributable to expenses associated with the expansion of our outdoor division in Tampa and higher rent expense for our billboard locations. The overall increase was
partially offset by a decrease of $0.9 million from our radio segment. The decrease was primarily attributable to a decrease in direct operating expenses from our Tucson and Dallas radio stations that we sold, partially offset by an increase in
commissions and other sales-related expenses and an increase in wages. As a percentage of net revenue, direct operating expenses increased to 44% for the nine-month period ended September 30, 2007 from 42% for the nine-month period ended
September 30, 2006. Direct operating expenses as a percentage of net revenue increased because net revenue decreased as direct operating expenses increased.

We currently anticipate that our direct operating expenses will increase during the fourth quarter of 2007. Despite the fact that direct operating expenses as a percentage of net revenue increased in the three- and
nine-months ended September 30, 2007, we currently anticipate that, on a long-term basis, net revenue increases will outpace direct operating expense increases such that direct operating expenses as a percentage of net revenue will be constant
or decrease in future periods.

Selling, General and Administrative Expenses.Selling, general and administrative expenses decreased
to $12.3 million for the three-month period ended September 30, 2007 from $13.8 million for the three-month period ended September 30, 2006, a decrease of $1.5 million. Of the overall decrease, $1.2 million came from our radio segment. The
decrease was primarily attributable to a decrease in selling, general and administrative expenses from our Tucson and Dallas radio stations that we sold and a decrease in third quarter expenses associated with moving our annual Los Angeles
promotional event from the third quarter to the second quarter in 2007. Additionally, $0.5 million of the overall decrease came from our television segment. The decrease was primarily attributable to reduced expenses in accordance with the terms of
the TeleFutura marketing and sales agreement with Univision, a decrease in insurance expense and a decrease in advertising and promotion expense. The overall decrease was partially offset by an increase of $0.2 million from our outdoor segment. The
increase was primarily attributable to an increase in office rent expense and higher sales costs associated with local revenue. As a percentage of net revenue, selling, general and administrative expenses decreased to 17% for the three-month period
ended September 30, 2007 from 18% for the three-month period ended September 30, 2006. Selling, general and administrative expenses as a percentage of net revenue decreased because the decrease in selling, general and administrative
expenses exceeded the decrease in net revenue.



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Selling, general and administrative expenses decreased to $38.1 million for the nine-month period ended
September 30, 2007 from $39.3 million for the nine-month period ended September 30, 2006, a decrease of $1.2 million. Of the overall decrease, $1.2 million came from our radio segment. The decrease was primarily attributable to a decrease
in selling, general and administrative expenses from our Tucson and Dallas radio stations that we sold, partially offset by increased salaries and bad debt expense. Additionally, $0.7 million of the overall decrease came from our television segment.
The decrease was primarily attributable to reduced expenses in accordance with the terms of the TeleFutura marketing and sales agreement with Univision, a decrease in non-cash stock-based compensation expense and a decrease in insurance expense. The
overall decrease was partially offset by an increase of $0.7 million from our outdoor segment. The increase was primarily attributable to expenses associated with the expansion of our outdoor division in Tampa and higher sales costs associated with
local revenue. As a percentage of net revenue, selling, general and administrative expenses remained the same at 18% for each of the nine-month periods ended September 30, 2007 and 2006.

We currently anticipate that, on a long-term basis, 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 continue to remain constant or decrease in future periods.

Corporate Expenses. Corporate expenses decreased to $4.0 million for the three-month period ended September 30, 2007 from $4.6 million for the three-month period ended September 30, 2006, a decrease of $0.6 million. The
decrease was primarily attributable to a decrease in bonuses. As a percentage of net revenue, corporate expenses decreased to 5% for the three-month period ended September 30, 2007 from 6% for the three-month period ended September 30,
2006. Corporate expenses as a percentage of net revenue decreased because the decrease in corporate expenses, primarily due to the decrease in bonuses, outpaced the decrease in net revenue.

Corporate expenses decreased to $13.8 million for the nine-month period ended September 30, 2007 from $13.9 million for the nine-month period ended
September 30, 2006, a decrease of $0.1 million. The decrease was primarily attributable to a decrease in bonuses, partially offset by increased non-cash stock-based compensation, wages, and professional fees. As a percentage of net revenue,
corporate expenses remained the same at 6% for each of the nine-month periods ended September 30, 2007 and 2006.

We currently
anticipate that our corporate expenses will be approximately flat during the fourth quarter of 2007 as compared to the fourth quarter of 2006. We currently anticipate that, on a long-term basis, net revenue increases will outpace corporate expense
increases such that corporate expenses as a percentage of net revenue will continue to remain constant or decrease in future periods.

(Gain) Loss on Sale of Assets. The gain on sale of assets for the three-month period ended September 30, 2006 was primarily attributable to the gain on sale of the radio assets in the Tucson market. The gain on sale of assets
for the nine-month period ended September 30, 2006 was primarily attributable to the gain on sale of the radio assets in the San Francisco/San Jose and Tucson markets.

Depreciation and Amortization. Depreciation and amortization increased to $11.5 million for the three-month period ended September 30, 2007
from $11.4 million for the three-month period ended September 30, 2006, an increase of $0.1 million. The increase was primarily due to an increase in the depreciation of television digital equipment, partially offset by a decrease in
depreciation and amortization due to the sale of the radio assets in the Tucson and Dallas markets.

Depreciation and amortization
increased to $34.4 million for the nine-month period ended September 30, 2007 from $33.6 million for the nine-month period ended September 30, 2006, an increase of $0.8 million. The increase was primarily due to an increase in the
depreciation of television digital equipment, partially offset by a decrease in depreciation and amortization due to the sale of the radio assets in the Tucson and Dallas markets.

Impairment Charge. The impairment charge of $189.7 million for nine-month period ended September 30, 2006 was a result of a $156.2 million
impairment of goodwill in our radio segment and a $33.5 million impairment of our radio FCC licenses.

Operating Income (loss). As a
result of the above factors, operating income was $14.5 million for the three-month period ended September 30, 2007, compared to operating income of $18.0 million for the three-month period ended September 30, 2006. As a result of the
above factors, operating income was $34.3 million for the nine-month period ended September 30, 2007, compared to an operating loss of $131.9 million for the nine-month period ended September 30, 2006.

Interest Expense.Interest expense increased to $18.3 million for the three-month period ended September 30, 2007 from $14.4 million for the
three-month period ended September 30, 2006, an increase of $3.9 million. The increase was attributable to the decrease in the fair value of our interest rate swap agreements.



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Interest expense increased to $31.2 million for the nine-month period ended September 30, 2007 from
$21.2 million for the nine-month period ended September 30, 2006, an increase of $10.0 million. The increase was attributable to the decrease in the fair value of our interest rate swap agreements.

Income Tax Expense.Our expected annual tax rate is approximately 43% of pre-tax income or loss, adjusted for permanent tax differences. The tax
benefit for the three-month period ended September 30, 2007 was less than the annual effective tax rate because of state income and capital taxes. We currently have federal net operating loss carryforwards of approximately $77 million available
to offset future taxable income through the year 2025 that we currently anticipate will be utilized prior to their expiration.

Segment Operations

Television

Net Revenue. Net revenue in our television segment decreased to $39.9 million for the three-month period ended September 30, 2007 from $40.8 million for the three-month period ended September 30, 2006, a decrease of $0.9
million. The overall decrease was primarily attributable to a decrease in national advertising sales, primarily due to a decrease in advertising rates on a comparative basis. For the three-month period ended September 30, 2006, we had strong
non-recurring revenue from major events, such as World Cup and political activity.

Net revenue in our television segment decreased to
$117.0 million for the nine-month period ended September 30, 2007 from $118.2 million for the nine-month period ended September 30, 2006, a decrease of $1.2 million. The overall decrease was primarily attributable to a decrease in national
advertising sales, primarily due to a decrease in advertising rates on a comparative basis. For the nine-month period ended September 30, 2006, we had strong revenue from major non-recurring events, such as World Cup and political activity.

We currently anticipate that our net revenue in the fourth quarter of 2007 will be affected by a weak advertising environment, as well as
difficult revenue comparisons from political activity in the fourth quarter of 2006.

Direct Operating Expenses. Direct operating
expenses in our television segment increased to $16.3 million for the three-month period ended September 30, 2007 from $15.8 million for the three-month period ended September 30, 2006, an increase of $0.5 million. The increase was
primarily attributable to an increase in wages, an increase in news costs related to the addition or expansion of our newscast operations and an increase in utility and rent expense related to digital television, partially offset by lower sales
expenses associated with the decrease in net revenue and a decrease in rating service expense.

Direct operating expenses in our television
segment increased to $48.0 million for the nine-month period ended September 30, 2007 from $45.8 million for the nine-month period ended September 30, 2006, an increase of $2.2 million. The increase was primarily attributable to an
increase in wages and an increase in utility and rent expense related to digital television, partially offset by a decrease in rating service expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment decreased to $5.7 million for the three-month period ended September 30, 2007 from $6.2
million for the three-month period ended September 30, 2006, a decrease of $0.5 million. The decrease was primarily attributable to reduced expenses in accordance with the terms of the TeleFutura marketing and sales agreement with Univision, a
decrease in insurance expense and a decrease in advertising and promotion expense.

Selling, general and administrative expenses in our
television segment decreased to $17.2 million for the nine-month period ended September 30, 2007 from $17.9 million for the nine-month period ended September 30, 2006, a decrease of $0.7 million. The decrease was primarily attributable to
reduced expenses in accordance with the terms of the TeleFutura marketing and sales agreement with Univision, a decrease in non-cash stock-based compensation expense and a decrease in insurance expense.

Radio

Net Revenue. Net
revenue in our radio segment decreased to $24.2 million for the three-month period ended September 30, 2007 from $27.5 million for the three-month period ended September 30, 2006, a decrease of $3.3 million. The decrease was primarily
attributable to a decrease in net revenue from our Tucson and Dallas radio stations that we sold and a decrease in third quarter revenue of $1.3 million associated with moving our annual Los Angeles promotional event from the third quarter to the
second quarter in 2007.



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Net revenue in our radio segment decreased to $70.5 million for the nine-month period ended
September 30, 2007 from $72.9 million for the nine-month period ended September 30, 2006, a decrease of $2.4 million. The decrease was primarily attributable to a decrease in net revenue from our Tucson and Dallas radio stations that we
sold, partially offset by an increase in local advertising sales despite difficult World Cup comparisons.

There has been a general slowing
of growth in the radio industry over recent quarters, and we currently anticipate that this will continue. However, we currently anticipate to continue to outperform the radio industry as a whole in future periods.

Direct Operating Expenses. Direct operating expenses in our radio segment decreased to $8.9 million for the three-month period ended
September 30, 2007 from $9.6 million for the three-month period ended September 30, 2006, a decrease of $0.7 million. The decrease was primarily attributable to a decrease in direct operating expenses from our Tucson and Dallas radio
stations that we sold.

Direct operating expenses in our radio segment decreased to $26.4 million for the nine-month period ended
September 30, 2007 from $27.3 million for the nine-month period ended September 30, 2006, a decrease of $0.9 million. The decrease was primarily attributable to a decrease in direct operating expenses from our Tucson and Dallas radio
stations that we sold, partially offset by an increase in commissions and other sales-related expenses and an increase in wages.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment decreased to $5.0 million for the three-month period ended September 30, 2007 from $6.2 million for the three-month
period ended September 30, 2006, a decrease of $1.2 million. The decrease was primarily attributable to a decrease in selling, general and administrative expenses from our Tucson and Dallas radio stations that we sold and a decrease in third
quarter expenses associated with moving our annual Los Angeles promotional event from the third quarter to the second quarter in 2007.

Selling, general and administrative expenses in our radio segment decreased to $16.2 million for the nine-month period ended September 30, 2007 from $17.4 million for the nine-month period ended September 30, 2006, a decrease of
$1.2 million. The decrease was primarily attributable to a decrease in selling, general and administrative expenses from our Tucson and Dallas radio stations that we sold, partially offset by increased salaries and bad debt expense.

Outdoor

Net Revenue.
Net revenue in our outdoor segment increased to $10.2 million for the three-month period ended September 30, 2007 from $10.0 million for the three-month period ended September 30, 2006, an increase of $0.2 million. The increase was
primarily attributable to an increase in local advertising sales, partially offset by a decrease in national advertising sales.

Net
revenue in our outdoor segment increased to $26.7 million for the nine-month periods ended September 30, 2007 from $26.5 million for the nine-month period ended September 30, 2006, an increase of $0.2 million. The increase was primarily
attributable to an increase in local advertising sales, offset by a decrease in national advertising sales.

Direct Operating
Expenses. Direct operating expenses in our outdoor segment increased to $6.7 million for the three-month period ended September 30, 2007 from $6.6 million for the three-month period ended September 30, 2006, an increase of $0.1
million. The increase was primarily attributable to higher rent expense for our billboard locations.

Direct operating expenses in our
outdoor segment increased to $19.3 million for the nine-month period ended September 30, 2007 from $18.9 million for the nine-month period ended September 30, 2006, an increase of $0.4 million. The increase was primarily attributable to
expenses associated with the expansion of our outdoor division in Tampa and higher rent expense for our billboard locations.

Selling,
General and Administrative Expenses. Selling, general and administrative expenses in our outdoor segment increased to $1.6 million for the three-month period ended September 30, 2007 from $1.4 million for the three-month period ended
September 30, 2006, an increase of $0.2 million. The increase was primarily attributable to an increase in office rent expense and higher sales costs associated with local revenue.



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Selling, general and administrative expenses in our outdoor segment increased to $4.7 million for the
nine-month period ended September 30, 2007 from $4.0 million for the nine-month period ended September 30, 2006, an increase of $0.7 million. The increase was primarily attributable to expenses associated with the expansion of our outdoor
division in Tampa and higher sales costs associated with local revenue.

As a result of Rule 49 of the City of New York regulating outdoor
advertising companies, which became effective in August 2006, we may be required to remove advertising from some of our advertising faces. Other outdoor advertising companies operating in the New York market have filed lawsuits challenging the
constitutionality of Rule 49. We do not expect Rule 49 as currently enacted, if it survives the challenge, to have a material adverse effect on our net income in the foreseeable future.

Liquidity and Capital Resources

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

Syndicated Bank Credit Facility

In September 2005, we refinanced our former syndicated bank credit facility with a new $650 million
senior secured syndicated bank credit facility, consisting of a 7 1/2-year $500 million term loan and a 6 1/2-year $150 million revolving facility. The term loan under the new syndicated bank credit facility has been drawn
in full, the proceeds of which were used (i) to refinance $250 million outstanding borrowings under our former syndicated bank credit facility, (ii) to complete a tender offer for our previously outstanding $225 million senior subordinated
notes, and (iii) for general corporate purposes.

The term loan matures in 2013 and is subject to automatic quarterly
reductions of $1.25 million starting on January 1, 2006. The revolving facility expires in 2012. Our ability to make additional borrowings under the syndicated bank credit facility is subject to compliance with certain financial covenants,
including financial ratios, and other conditions set forth in the syndicated bank credit facility.

Our syndicated 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 special purpose subsidiary formed to hold our FCC licenses.

Our term loan bears interest at LIBOR plus a margin of 1.50%, for a total interest rate of 6.73% at September 30, 2007. As of September 30,
2007, $491.3 million of our term loan was outstanding. See also the section entitled Derivative Instruments below.

Our
revolving facility bears interest at LIBOR plus a margin ranging from 1% to 2% based on our leverage. As of September 30, 2007, we had approximately $2 million in outstanding letters of credit and $148 million was available under our revolving
facility for future borrowings. In addition, we pay a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility used.

Our syndicated bank credit facility contains customary events of default. If an event of default occurs and is continuing, we may be required to repay all amounts then outstanding under the syndicated bank credit
facility. Lenders holding more than 50% of the loans and commitments under the syndicated bank credit facility may elect to accelerate the maturity of loans upon the occurrence and during the continuation of an event of default.

Our syndicated bank credit facility contains a mandatory prepayment clause, triggered in the event that (i) the proceeds of certain asset
dispositions are not utilized as provided under the syndicated bank credit facility within 18 months of such disposition; (ii) insurance or condemnation proceeds are not utilized as provided under the syndicated bank credit facility within 360
days following receipt thereof; or (iii) the proceeds from capital contributions or equity offerings are not utilized to acquire businesses or properties relating to radio, television and outdoor advertising within 360 days following such
capital contribution or equity offering. In addition, if we incur certain additional indebtedness, then 100% of such proceeds must be used to reduce our outstanding loan balance; and if we have excess cash flow, as defined in our syndicated bank
credit facility, then 75% of such excess cash flow must be used to reduce our outstanding loan balance.



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Our syndicated bank credit facility contains certain financial covenants relating to maximum net debt
ratio, senior debt ratio, maximum capital expenditures and fixed charge coverage ratio. The covenants become increasingly restrictive in the later years of the syndicated bank credit facility. Our syndicated 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.

We can draw on our revolving facility without prior approval for working capital needs and for acquisitions having an aggregate maximum consideration of
$25 million or less. Proposed acquisitions 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 properties. For acquisitions having an aggregate maximum consideration in excess of $100 million, consent is required from lenders holding more than 50% of the loans and commitments under the syndicated bank credit facility.

Derivative Instruments

As of
September 30, 2007, we had three interest rate swap agreements with a $412 million aggregate notional amount, with quarterly reductions, that expire on October 1, 2010 and one interest rate swap agreement with a $79.3 million notional
amount, with quarterly increases, that also expires on October 1, 2010. The three interest rate swap agreements convert a portion of our variable rate term loan into a fixed rate obligation of 5.96%, which includes a margin of 1.50%. The one
interest rate swap agreement converts a portion of the variable rate term loan into a fixed rate obligation of 6.56%, which includes the margin of 1.50%. As the notional amount of the three interest rate swap agreements declines, the notional amount
of the one interest swap agreement will increase so that the notional amounts of all four interest rate swap agreements will equal the term loan amount. As of September 30, 2007, these interest rate swap agreements were not designated for hedge
accounting treatment under the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and as a result, changes in their fair values are
reflected currently in earnings.

At September 30, 2007, the fair value of the interest rate swap agreements was a liability of $1.4
million and is classified as other liabilities on our balance sheet.

We recognized an increase of $10.3 million and $6.3 million in
interest expense related to the decrease in fair value of the interest rate swap agreements for the three-month periods ended September 30, 2007 and 2006, respectively. We recognized an increase of $7.5 million in interest expense related to
the decrease in fair value of the interest rate swap agreements for the nine-month period ended September 30, 2007. We recognized a reduction of $2.7 million in interest expense related to the increase in fair value of the interest rate swap
agreements for the nine-month period ended September 30, 2006.

We converted our variable rate term loan into a fixed rate obligation
at September 30, 2007. We currently anticipate that the aggregate notional amount of our interest rate swap agreements will equal our loan amount outstanding. Since we converted our variable rate term loan into a fixed rate obligation through
October 1, 2010, an increase in the variable interest rate of our bank credit facility would not currently affect interest expense payments. If the future interest yield curve decreases, the fair value of the interest rate swap agreements will
decrease and interest expense will increase. If the future interest yield curve increases, the fair value of the interest rate swap agreements will increase and interest expense will decrease.

Debt and Equity Financing

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.



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On November 1, 2006, our Board of Directors approved a stock repurchase program. We are authorized
to repurchase up to $100 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 cash on hand, cash provided by operations or proceeds from dispositions of assets.

For the three-month period ended September 30, 2007, we repurchased 4.8 million shares of Class A common stock for approximately $42.4
million. For the nine-month period ended September 30, 2007, we repurchased 5.1 million shares of Class A common stock for approximately $45.2 million. We have repurchased 6.3 million shares of Class A common stock for
approximately $54.0 million since the inception of our stock repurchase plan on November 1, 2006.

Consolidated Adjusted EBITDA

Consolidated adjusted EBITDA (as defined below) decreased to $71.1 million for the nine-month period ended September 30, 2007
from $74.4 million for the nine-month period ended September 30, 2006, a decrease of $3.3 million, or 4%. Consolidated adjusted EBITDA decreased as net revenue decreased while the combined expenses from direct operating, selling, general and
administrative and corporate expenses remained approximately flat. As a percentage of net revenue, consolidated adjusted EBITDA decreased to 33% for the nine-month period ended September 30, 2007 from 34% for the nine-month period ended
September 30, 2006.

We currently anticipate that, on a long-term basis, consolidated adjusted EBITDA will increase in future periods
as we believe that net revenue increases will outpace increases in direct operating, selling, general and administrative and corporate expenses.

Consolidated adjusted EBITDA means operating income (loss) plus loss (gain) on sale of assets, depreciation and amortization, non-cash impairment loss, non-cash stock-based compensation included in operating and corporate expenses and
syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our syndicated bank credit facility and does not include non-cash stock-based compensation,
non-cash impairment loss, loss (gain) on sale of assets and syndication programming amortization and does include syndication programming payments. The definition of operating income (loss), and thus consolidated adjusted EBITDA, excludes equity in
net earnings (loss) of nonconsolidated affiliates.

Since our ability to borrow from our syndicated bank credit facility is based on a
consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our syndicated bank credit facility contains certain financial covenants relating to maximum net debt ratio,
senior debt ratio, maximum capital expenditures and fixed charge coverage ratio. The maximum net debt ratio, or the ratio of consolidated total debt minus cash, up to a maximum of $20 million, to consolidated adjusted EBITDA, affects our ability to
borrow from our syndicated bank credit facility. Under our syndicated bank credit facility, our maximum net debt ratio may not exceed 7.25 to 1 on a pro forma basis for the prior full four quarters. The actual maximum net debt ratios were as follows
(in each case as of September 30): 2007, 4.9 to 1; 2006, 4.9 to 1. Therefore, we were in compliance with this covenant at each of those dates. We entered into our new syndicated bank credit facility in September 2005, so we were not subject to
the same calculations and covenants in prior years. However, for consistency of presentation, the foregoing historical ratios assume that our current definition had been applicable for all periods presented. The maximum net debt ratio also affects
the interest rate charged for revolving loans, thus affecting our interest expense.

While many in the financial community and we consider
consolidated adjusted EBITDA to be important, it 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. As consolidated adjusted EBITDA excludes non-cash (gain) loss on sale of assets, non-cash depreciation and amortization,
non-cash impairment loss, non-cash stock-based compensation awards and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several
important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business.

Consolidated
adjusted EBITDA is a non-GAAP measure. For a reconciliation of consolidated adjusted EBITDA to cash flows from operating activities, its most directly comparable GAAP financial measure, please see page 15.



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Cash Flow

Net cash flow provided by operating activities increased to $40.4 million for the nine-month period ended September 30, 2007 from $37.4 million for the nine-month period ended September 30, 2006. Cash flow
increased primarily due to improvements in working capital, largely from the timing of accounts payable, accrued expenses and other liabilities. We currently anticipate that we will continue to have positive cash flow from operating activities for
the reminder of 2007.

Net cash flow used in investing activities decreased to $14.7 million for the nine-month period ended
September 30, 2007 from $29.8 million for the nine-month period ended September 30, 2006. During the nine-month period ended September 30, 2007, we spent $14.7 million on net capital expenditures, including the purchase of a full
power television construction permit in Colorado Springs, Colorado. During the nine-month period ended September 30, 2006 we spent $31.1 million on net capital expenditures, acquisition of intangibles and deposits on acquisitions and collected
$1.3 million on a note receivable. We anticipate spending $3 million on capital expenditures during the fourth quarter of 2007, using net cash flow from operations and cash on hand.

Net cash flow used by financing activities decreased to $40.5 million for the nine-month period ended September 30, 2007 from $52.1 million for the
nine-month period ended September 30, 2006. During the nine-month period ended September 30, 2007, we received net proceeds of $6.8 million from the exercise of stock options and from the sale of shares issued under our 2001 Employee Stock
Purchase Plan. We repurchased 5.1 million shares of our Class A common stock for $45.4 million including transaction fees. We may continue to repurchase our Class A common stock from time to time in future periods in open market
transactions at prevailing market prices, block trades or private repurchases. We also made debt payments of $2.4 million. During the nine-month period ended September 30, 2006, we paid $52.5 million to repurchase 7.2 million shares of our
Class U common stock, made net debt payments of $19.0 million, borrowed $16.0 million from our Syndicated Bank Credit Facility and received net proceeds of $3.3 million from the exercise of stock options and from the sale of shares issued under our
2001 Employee Stock Purchase Plan.

We anticipate that our maintenance capital expenditures will be approximately $11 million for the
full-year 2007. In addition to our maintenance capital expenditures, we anticipate that our digital capital expenditures will be approximately $5 million for the full-year 2007. We anticipate paying for these capital expenditures by using net cash
flow from operations and cash on hand.

As part of the transition from analog to digital television service, full-service television
station owners are required, as a result of legislation that went into effect in early 2006, to discontinue broadcasting analog signals and to relinquish one of their paired analog-digital channels to the FCC on February 17, 2009. We currently
anticipate the cost to complete construction of digital television facilities for our remaining full-service television stations, for which we have sought extensions of time from the FCC to complete, will be approximately $4.2 million, a portion of
which is included in the $5 million of digital capital expenditures described above. In addition, we have elected to continue to broadcast separate digital and analog signals throughout this transition period. We currently anticipate that the
incremental costs of broadcasting in digital and analog, including additional rent and higher electricity expense, will be approximately $0.8 million for the full-year 2007. We intend to finance the conversion to digital television by using net cash
flow from operations and cash on hand.

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 currently anticipate that we will finance any future acquisitions through net cash flow from
operations, borrowings under our syndicated 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.

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



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debt. Under our syndicated 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 term
loan bears interest at LIBOR plus a margin of 1.50%, for a total interest rate of 6.73% at September 30, 2007. As of September 30, 2007, $491.3 million of our term loan was outstanding. Our revolving facility bears interest at LIBOR plus a
margin ranging from 1% to 2% based on our leverage. As of September 30, 2007, we had approximately $2 million in outstanding letters of credit and $148 million was available under the revolving facility for future borrowings. Our syndicated
bank credit facility requires us to enter into interest rate agreements if our leverage exceeds certain limits as defined in our credit agreement.

As of September 30, 2007, we had three interest rate swap agreements with a $412 million aggregate notional amount, with quarterly reductions, that expire on October 1, 2010 and one interest rate swap agreement with a $79.3
million notional amount, with quarterly increases, that also expires on October 1, 2010. The three interest rate swap agreements convert a portion of our variable rate term loan into a fixed rate obligation of 5.96%, which includes a margin of
1.50%. The one interest rate swap agreement converts a portion of the variable rate term loan into a fixed rate obligation of 6.56%, which includes the margin of 1.50%. As the notional amount of the three interest rate swap agreements declines, the
notional amount of the one interest swap agreement will increase so that the notional amounts of all four interest rate swap agreements will equal the term loan amount. As of September 30, 2007, these interest rate swap agreements were not
designated for hedge accounting treatment under SFAS 133, and as a result, changes in their fair values are reflected currently in earnings.

At September 30, 2007, the fair value of the interest rate swap agreements was a liability of $1.4 million and is classified as other liabilities on our balance sheet.

We recognized an increase of $10.3 million and $6.3 million in interest expense related to the decrease in fair value of the interest rate swap
agreements for the three-month periods ended September 30, 2007 and 2006, respectively. We recognized an increase of $7.5 million in interest expense related to the decrease in fair value of the interest rate swap agreements for the nine-month
period ended September 30, 2007. We recognized a reduction of $2.7 million in interest expense related to the increase in fair value of the interest rate swap agreements for the nine-month period ended September 30, 2006.

We converted our variable rate term loan into a fixed rate obligation at September 30, 2007. We currently anticipate that the aggregate notional
amount of our interest rate swap agreements will equal our loan amount outstanding. Since we converted our variable rate term loan into a fixed rate obligation through October 1, 2010, an increase in the variable interest rate of our bank
credit facility would not currently affect interest expense payments. If the future interest yield curve decreases, the fair value of the interest rate swap agreements will decrease and interest expense will increase. If the future interest yield
curve increases, the fair value of the interest rate swap agreements will increase and interest expense will decrease.



|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 Rule 13a-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 making known to them in a timely manner 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.



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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 1A. | RISK FACTORS
|-------- | ------------

No material change.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

Issuer Purchases of Equity Securities

On November 1, 2006, our Board of Directors approved a stock repurchase program.
We are authorized to repurchase up to $100 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 net cash flow from operations and cash on hand.

For the three-month period ended September 30, 2007, we repurchased approximately 4.8 million shares of Class A common stock for an aggregate purchase price of approximately $42.4 million or an average
price of $8.88 per share, all of which repurchases were made pursuant to the publicly announced program.

For the nine-month period ended
September 30, 2007, we repurchased approximately 5.1 million shares of Class A common stock for an aggregate purchase price of approximately $45.2 million or an average price of $8.81 per share, all of which repurchases were made
pursuant to the publicly announced program.

The following table contains information regarding repurchases of our Class A common
stock during the quarter as follows (unaudited):



|                                        |  |                                 |  |                             |      |                                                                             |           |                                                                                                    |   |       
|--------------------------------------- |  | ------------------------------- |  | --------------------------- | ---- | --------------------------------------------------------------------------- | --------- | -------------------------------------------------------------------------------------------------- | - | ------
|Period                                  |  | Total Number of SharesPurchased |  | Average PricePaid Per Share |      | Total Number of SharesPurchased as Part ofPublicly Announced Planor Program |           | Approximate Dollar Valueof Shares that May Yet BePurchased Under the Planor Program (in
thousands)
|August 1, 2007 to August 31, 2007       |  | 3,055,861                       |  | $                           | 8.75 |                                                                             | 3,055,861 |                                                                                                    | $ | 61,706
|September 1, 2007 to September 31, 2007 |  | 1,719,000                       |  |                             | 9.12 |                                                                             | 1,719,000 |                                                                                                    |   | 46,036
|                                        |  |                                 |  |                             |      |                                                                             |           |                                                                                                    |   |       
|Quarter ended September 30, 2007        |  | 4,774,861                       |  | $                           | 8.88 |                                                                             | 4,774,861 |                                                                                                    | $ | 46,036
|                                        |  |                                 |  |                             |      |                                                                             |           |                                                                                                    |   |       



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



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

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



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|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are attached
hereto and filed herewith:



|     |  |                                                                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|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.             

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 CORPORATIONBy:

/s/    JOHN F. DELORENZOJohn F. DeLorenzo Executive Vice President, Treasurer and Chief Financial Officer


Date: November 6, 2007

EXHIBIT INDEX



|               |  |                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                       
|               | 
|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.             



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