Overview



We are a leading global media company that, through our television and radio
segments, reaches and engages U.S. Hispanics across acculturation levels and
media channels. Additionally, our digital segment, whose operations are located
primarily in Spain, Mexico, Argentina and other countries in Latin America,
reaches a global market. Our operations encompass integrated marketing and media
solutions, comprised of television, radio and digital properties and data
analytics services. For financial reporting purposes, we report in three
segments based upon the type of advertising medium: television, radio and
digital. Our net revenue for the three-month period ended September 30, 2020 was
$63.0 million. Of that amount, revenue attributed to our television segment
accounted for approximately 60%, revenue attributed to our digital segment
accounted for approximately 22% and revenue attributed to our radio segment
accounted for approximately 18%.

As of the date of filing this report, own and/or operate 54 primary television
stations located primarily in California, Colorado, Connecticut, Florida,
Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. We own and
operate 48 radio stations in 16 U.S. markets. Our radio stations consist of 38
FM and 10 AM stations located in Arizona, California, Colorado, Florida, Nevada,
New Mexico and Texas. We also sell advertisements and syndicate radio
programming to more than 100 markets across the United States. We also provide
digital advertising solutions that allow advertisers to reach primarily online
Hispanic audiences worldwide. We operate proprietary technology and data
platforms that deliver digital advertising in various advertising formats and
which allow advertisers to reach audiences across a wide range of
Internet-connected devices on our owned and operated digital media sites; the
digital media sites of our publisher partners; and on other digital media sites
we access through third-party platforms and exchanges.

We generate revenue primarily from sales of national and local advertising time
on television stations, radio stations and digital media platforms, and from
retransmission consent agreements that are entered into with MVPDs. 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 display or other digital advertisements
record impressions on the websites of our third party publishers or as the
advertiser's previously agreed-upon performance criteria are satisfied. 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 our industry and are due primarily to variations in
advertising expenditures by both local and national advertisers. Our first
fiscal quarter generally produces the lowest net revenue for the year. In
addition, advertising revenue is generally higher during presidential election
years (2020, 2024, etc.), resulting from significant political advertising and,
to a lesser degree, Congressional mid-term election years (2022, 2026, etc.),
resulting from increased political advertising, compared to other years.

We refer to the revenue generated by agreements with MVPDs as retransmission
consent revenue, which represents payments from MVPDs for access to our
television station signals so that they may rebroadcast our signals and charge
their subscribers for this programming. We recognize retransmission consent
revenue earned as the television signal is delivered to the MVPD.

Our FCC licenses grant us spectrum usage rights within each of the television
markets in which we operate. We regard these rights as a valuable asset. With
the proliferation of mobile devices and advances in technology that have freed
up excess spectrum capacity, the monetization of our spectrum usage rights has
become a significant part of our business in recent years. We generate revenue
from agreements associated with these television stations' spectrum usage rights
from a variety of sources, including but not limited to agreements with third
parties to utilize excess spectrum for the broadcast of their multicast
networks; charging fees to accommodate the operations of third parties,
including moving channel positions or accepting interference with broadcasting
operations; and modifying and/or relinquishing spectrum usage rights while
continuing to broadcast through channel sharing or other arrangements.  Revenue
generated by such agreements is recognized over the period of the lease or when
we have relinquished all or a portion of our spectrum usage rights for a station
or have relinquished our rights to operate a station on the existing channel
free from interference. In addition, we will consider strategic acquisitions of
television stations to further this strategy from time to time, as well as
additional monetization opportunities expected to arise as the television
broadcast industry anticipates advances in ATSC 3.0.

Our primary expenses are employee compensation, including commissions paid to
our sales staff and amounts paid to our national representative firms, as well
as expenses for general and administrative functions, promotion and selling,
engineering, marketing and local programming. Our local programming costs for
television consist primarily of costs related to producing a local newscast in
most of our markets. Cost of revenue related to our digital segment consists
primarily of the costs of online media acquired from third-party publishers and
third party server costs. Direct operating expenses include salaries and
commissions of sales staff, amounts paid to national representation firms,
production and programming expenses, fees for ratings services, and engineering
costs. Corporate expenses consist primarily of salaries related to corporate
officers and back office functions, third party legal and accounting services,
and fees incurred as a result of being a publicly traded and reporting company.



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Highlights



During the third quarter of 2020, our consolidated revenue decreased to $63.0
million from $68.8 million in the prior year period, primarily due to a decrease
in advertising revenue as a result of the continuing economic crisis resulting
from the COVID-19 pandemic, and a decrease in revenue from spectrum usage
rights. The decrease in revenue was partially offset by an increase in political
advertising revenue in our television and radio segments, and an increase in
retransmission consent revenue in our television segment. Our audience shares
remained strong in the nation's most densely populated Hispanic markets.

Net revenue in our television segment increased to $37.8 million for the
three-month period ended September 30, 2020 from $36.4 million for the
three-month period ended September 30, 2019. This increase of approximately $1.4
million, or 4%, in net revenue was primarily due an increase in political
advertising revenue and retransmission consent revenue, partially offset by a
decrease in local and national advertising revenue and revenue from spectrum
usage rights. The decrease in local and national advertising revenue was
primarily a result of the continuing economic crisis resulting from the COVID-19
pandemic, ratings declines, competitive factors with other Spanish-language
broadcasters, and changing demographic preferences of audiences. We have
previously noted a trend for advertising to move increasingly from traditional
media, such as television, to new media, such as digital media, and we expect
this trend to continue.

Net revenue in our digital segment decreased to $13.7 million for the
three-month period ended September 30, 2020 from $17.6 million for the
three-month period ended September 30, 2019. This decrease of approximately $3.9
million, or 22%, in net revenue was a result of declines in international
revenue and the continuing economic crisis resulting from the COVID-19
pandemic. We have previously noted a trend in our domestic digital operations
whereby revenue is shifting more to programmatic revenue, and this trend is now
growing in markets outside the United States. As a result, advertisers are
demanding more efficiency and lower cost from intermediaries like us. In
response to this trend, we are offering programmatic alternatives to
advertisers, which is putting pressure on margins. We expect this trend will
continue in future periods, likely resulting in a permanent higher volume, lower
margin business in our digital segment. The digital advertising industry remains
dynamic and is continuing to undergo rapid changes in technology and
competition. We expect this trend to continue and possibly accelerate. We must
continue to remain vigilant to meet these dynamic and rapid changes including
the need to further adjust our business strategies accordingly. No assurances
can be given that such adjustments will be successful.

Net revenue in our radio segment decreased to $11.5 million for the three-month
period ended September 30, 2020 from $14.8 million for the three-month period
ended September 30, 2019. This decrease of approximately $3.3 million, or 22%,
in net revenue was primarily due to decreases in local and national advertising
revenue, partially offset by an increase in political advertising revenue. The
decrease in local and national advertising revenue was primarily a result of the
continuing economic crisis resulting from the COVID-19 pandemic, ratings
declines and competitive factors with other Spanish-language broadcasters, and
changing demographic preferences of audiences. We have previously noted a trend
for advertising to move increasingly from traditional media, such as radio, to
new media, such as digital media, and we expect this trend to continue. This
trend has had a more significant impact on our radio revenue as compared to
television revenue, and we expect that this trend will also continue.

The Impact of the COVID-19 Pandemic on our Business



This section of this report should be read in conjunction with the rest of this
item, "Forward-Looking Statements" and Notes to Consolidated Financial
Statements appearing herein, for a more complete understanding of the impact of
the COVID-19 pandemic on our business.

On March 11, 2020, the World Health Organization (the "WHO") declared COVID-19 a
pandemic. On March 13, 2020, a Presidential proclamation was issued declaring a
national emergency in the United States as a result of COVID-19.

The COVID-19 pandemic has affected our business and, subject to the extent and
duration of the pandemic and the continuing economic crisis that has resulted
from the pandemic, is anticipated to continue to affect our business, from both
an operational and financial perspective, in future periods.

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Operational Impact



As result of lockdown, shelter-in-place, stay-at-home or similar orders imposed
beginning in March 2020, businesses in non-essential industries were closed or
their operations were curtailed throughout the United States and around the
world. By some estimates, up to 95% of the U.S. population has at one time or
another been subject to such orders. While a number of such orders have been
lifted or eased, unprecedented disruptions in daily life and business continue
on a global scale.

We are considered, or we believe that we are considered, an "essential business"
in all jurisdictions in the United States that have imposed lockdown,
shelter-in-place, stay-at-home or similar orders. To date, we have experienced
no significant interruption of our broadcasts in our television and radio
segments in any of the markets in which we own and/or operate stations.
Nonetheless, we are operating with reduced staff at all of our stations and we
cannot give assurance at this time whether a more prolonged or extensive impact
of the pandemic in any of our markets would not adversely affect our ability to
continue staffing our stations at appropriate levels to continue broadcasts
without interruption.

Our digital media segment has a significant number of employees in Spain, Mexico
and Argentina, which are among the worst affected countries in the world by the
pandemic. Spain began to return to work in July following highly restrictive
lockdowns that began in March 2020, although in recent weeks there has been a
significant increase in new cases reported and the reimposition of lockdowns in
many parts of Spain. Mexico began lifting lockdown restrictions in early June
and has more recently also seen a significant number of new cases and deaths. In
late June, Argentina extended and strengthened existing lockdown conditions in
Buenos Aires that began nationwide in March 2020 as a significant number of new
cases and deaths continues. Nonetheless, most of our employees in our digital
media segment work remotely and we have not seen a significant interruption in
our digital media business to date. We cannot give assurance at this time
whether a more prolonged or extensive impact of the pandemic in Spain, Latin
America or any other location where our digital media segment has employees or
operates would not adversely affect our digital media business.

Our corporate office is located in Santa Monica, California, which, since March
19, 2020, has been subject to a general statewide order, as modified from time
to time, to stay at home except as needed to maintain continuity of operations
of critical infrastructure sectors. We have been operating with reduced staff in
our corporate office, with certain staff working remotely, despite some easing
of the stay-at-home order in California during the quarter ended September 30,
2020. We have not experienced any significant interruption in any of our
corporate or administrative departments, including without limitation our
finance and accounting departments.

Financial Impact



In the quarter ended September 30, 2020, the global, U.S. and local economies
declined at a slower rate than during the quarter ended June 30, 2020. With the
exception of political advertising as we enter the height of the election cycle,
we continued to experience significant cancellations of advertising and a
significant decrease in new advertising placements in our television segment and
especially our radio segment that we had begun to experience during the last
half of March 2020, although we experienced this decrease at a slower rate than
we did during the quarter ended June 30, 2020. The impact on our radio segment
continues to be significantly greater than that on our television segment
because radio audiences declined at a much greater rate as a result of fewer
people commuting to work or driving in general as a result of a combination of
lockdown, shelter-in-place, stay-at-home or similar orders that were still in
effect in various parts of the United States during the quarter ended September
30, 2020, and changes in personal behavior regardless of whether such lockdown,
shelter-in-place, stay-at-home or similar orders were still in effect in certain
parts of the United States during this period.

We believe that these cancellations and reductions in the placement of new
advertising are primarily attributable to decisions that our advertisers are
making regarding the preservation of their own capital during the continuing
business interruption that has resulted from a variety of lockdown,
shelter-in-place, stay-at-home or similar orders; the closure of businesses
across the United States, including those in the automotive, services,
non-emergency healthcare, retail, travel, restaurant and telecommunications
industries, which has resulted in consumers not being able to frequent such
businesses; reduced demand for products and services by our advertisers'
customers, who are our audiences; the diversion of our advertisers' own
personnel's attention from advertising activities during the pandemic as a
result of health concerns, remote working and/or financial and other
non-financial considerations; and the financial solvency of our advertisers in
general during the continuing economic crisis that has resulted from the
pandemic.

To partially address this situation, we have continued to significantly reduce
some of our advertising rates, primarily in our radio segment, although the rate
of decrease in our advertising rates is at a slower pace than it was during the
quarter ended June 30, 2020 and has been somewhat moderated by political
advertising in our inventory during the election cycle. We have also eased
credit terms for certain of our advertising clients to help them manage their
own cash flow and address other financial needs.

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Depending upon the extent and duration of the pandemic and the continuing
economic crisis that has resulted from the pandemic, we expect that these
cancellations and reductions in the placement of new advertising will continue
in future periods. Therefore, our results of operations for the quarter ended
September 30, 2020 may not be indicative of our results of operations for any
future period in fiscal year 2020, the full fiscal year 2020 or any other future
period. We cannot give assurance at this time whether a more prolonged or
extensive impact of the pandemic and the continuing economic crisis that has
resulted from the pandemic would not adversely affect our business, results of
operations and financial condition in future periods during the course of the
pandemic, or beyond.

Based on publicly available information, while it currently appears that the
U.S. and some local economies have continued to improve month-over-month during
the quarter ended September 30, 2020, such improvement is uneven geographically
and by industry. We believe that we have not yet felt the full impact of
the continuing economic crisis, nor do we know how soon the global, U.S. and
local economies will fully recover to pre-pandemic levels. Therefore, while we
hope for a different outcome, we anticipate that we may continue to experience
an adverse financial impact on our business and results of operations, albeit at
a potentially slower rate, and possibly our financial condition, for an unknown
period of time even after lockdown, shelter-in-place, stay-at-home and similar
orders have been fully lifted and businesses fully reopen. Additionally, any
resurgence of the pandemic, which occurred in many areas of the United
States and certain parts of the world during the quarter ended September 30,
2020, and/or any reimposition of lockdown, shelter-in-place, stay-at-home and
similar orders, could intensify this adverse impact and add uncertainty to our
business, results of operations and financial condition in future periods.

Primarily during the quarter ended March 31, 2020 and early in the quarter ended
June 30, 2020, we engaged in a small number of layoffs and significant number of
furloughs of employees as a result of the pandemic. Subsequent to the end of the
quarter ended September 30, 2020 we terminated these previously furloughed
employees. We do not expect that severance expense associated with these
terminations will be material.  We will continue to monitor this situation
closely and may institute such further layoffs or furloughs as it may feel are
appropriate at a future date. We have elected to defer the employer portion of
the social security payroll tax (6.2%) as outlined within the Coronavirus Aid,
Relief and Economic Security Act of 2020, commonly known as the CARES Act. The
deferral is effective from March 27, 2020 through December 31, 2020. The
deferred amount will be paid in two installments and the amount will be
considered timely paid if 50% of the deferred amount is paid by December 31,
2021 and the remainder by December 31, 2022.

In order to preserve cash during this period, we have instituted certain cost
reduction measures. On March 26, 2020, we suspended repurchases under our share
repurchase program. Effective April 16, 2020, we instituted a 2.5%-22.5%
reduction in salaries company-wide, depending on the amount of then-current
compensation. Effective May 16, 2020, we suspended company matching of employee
contributions to their 401(k) retirement plans. We also reduced our dividend by
50% beginning in the second quarter of 2020, and we may do so in future
periods. Additionally, effective May 28, 2020, the Board of Directors decreased
its annual non-employee director fees by 20% for the Board year ending at the
2021 shareholders meeting. We will continue to monitor all of these actions
closely in light of current and changing conditions and may institute such
additional actions as we may feel are appropriate at a future date.

We believe that our liquidity and capital resources remain adequate and that we
can meet current expenses for at least the next twelve months from a combination
of cash on hand and cash flows from operations.

In addition to the great personal toll that the pandemic has exacted and is
expected to continue to exact, the challenges it is causing to the global, U.S.
and local economies have and will continue to create unprecedented uncertainty
in our business and how we plan and respond to rapidly changing circumstances in
our operations, as well as the impact this may have on our business, results of
operations and financial condition. We are closely monitoring the situation
across all fronts and will need to remain flexible to respond to developments as
they occur. However, we cannot give any assurance if, or the extent to which, we
will be successful in these efforts.

Relationship with Univision



Substantially all of our television stations are Univision- or UniMás-affiliated
television stations. Our network affiliation agreement with Univision provides
certain of our owned stations the exclusive right to broadcast Univision's
primary network and UniMás network programming in their respective
markets. Under the network affiliation agreement, we retain the right to sell no
less than four minutes per hour of the available advertising time on stations
that broadcast Univision network programming, and the right to sell
approximately four and a half minutes per hour of the available advertising time
on stations that broadcast UniMás network programming, subject to adjustment
from time to time by Univision.

Under the network affiliation agreement, Univision acts as our exclusive
third-party sales representative for the sale of certain national advertising on
our Univision- and UniMás-affiliate television stations, and we pay certain
sales representation fees to

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Univision relating to sales of all advertising for broadcast on our Univision-
and UniMás-affiliate television stations. During the three-month periods ended
September 30, 2020 and 2019, the amount we paid Univision in this capacity was
$2.3 million and $2.0 million, respectively. During the nine-month periods ended
September 30, 2020 and 2019, the amount we paid Univision in this capacity was
$5.9 million and $6.0 million, respectively.

We also generate revenue under two marketing and sales agreements with
Univision, which give us the right to manage the marketing and sales operations
of Univision-owned Univision affiliates in six markets - Albuquerque, Boston,
Denver, Orlando, Tampa and Washington, D.C.

Under the current proxy agreement we have entered into with Univision, we grant
Univision the right to negotiate the terms of retransmission consent agreements
for our Univision- and UniMás-affiliated television station signals. Among other
things, the proxy agreement provides terms relating to compensation to be paid
to us by Univision with respect to retransmission consent agreements entered
into with MVPDs. During the three-month periods ended September 30, 2020 and
2019, retransmission consent revenue accounted for approximately $9.1 million
and $8.8 million, respectively, of which $6.6 million and $7.0 million,
respectively, relate to the Univision proxy agreement. During the nine-month
periods ended September 30, 2020 and 2019, retransmission consent revenue
accounted for approximately $28.0 million and $26.6 million, respectively, of
which $20.3 million and $20.7 million, respectively, relate to the Univision
proxy agreement. The term of the proxy agreement extends with respect to any
MVPD for the length of the term of any retransmission consent agreement in
effect before the expiration of the proxy agreement.

Univision currently owns approximately 11% of our common stock on a
fully-converted basis. Our Class U common stock, all of which is held by
Univision, has limited voting rights and does not include the right to elect
directors. Each share of Class U common stock is automatically convertible into
one share of Class A common stock (subject to adjustment for stock splits,
dividends or combinations) in connection with any transfer of such shares of
Class U common stock to a third party that is not an affiliate of Univision. In
addition, as the holder of all of our issued and outstanding Class U common
stock, so long as Univision holds a certain number of shares of Class U common
stock, we may not, without the consent of Univision, merge, consolidate or enter
into a business combination, dissolve or liquidate our company or dispose of any
interest in any FCC license with respect to television stations which are
affiliates of Univision, among other things.

Critical Accounting Policies



For a description of our critical accounting policies, please refer to
"Application of Critical Accounting Policies and Accounting Estimates" in Part
II, Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, filed with the SEC on March 16, 2020.

Recent Accounting Pronouncements



For further information on recently issued accounting pronouncements, see Note
2, "The Company and Significant Accounting Policies" in the accompanying Notes
to Consolidated Financial Statements.

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Three- and Nine-Month Periods Ended September 30, 2020 and 2019



The following table sets forth selected data from our operating results for the
three- and nine-month periods ended September 30, 2020 and 2019 (in thousands):



                                      Three-Month Period                         Nine-Month Period
                                     Ended September 30,           %            Ended September 30,           %
                                      2020          2019         Change          2020          2019         Change
Statements of Operations Data:
Net Revenue                        $   62,978     $  68,816           (8 )%

$ 172,343 $ 202,737 (15 )%

Cost of revenue - digital media 7,808 9,942 (21 )%


      21,602        26,443          (18 )%
Direct operating expenses              24,178        30,807          (22 )%       72,997        89,392          (18 )%
Selling, general and
administrative expenses                 9,883        12,457          (21 )%       34,371        39,816          (14 )%
Corporate expenses                      6,287         6,785           (7 )%       18,511        20,180           (8 )%
Depreciation and amortization           3,934         4,190           (6 )%       12,319        12,412           (1 )%
Change in fair value contingent
consideration                               -             -            0 %             -        (2,376 )       (100 )%
Impairment charge                           -         9,075         (100 )%       39,835        31,443           27 %
Foreign currency (gain) loss             (680 )         927            *             673           977          (31 )%
Other operating (gain) loss            (2,683 )      (1,572 )         71 %        (5,549 )      (5,165 )          7 %
                                       48,727        72,611          (33 )%      194,759       213,122           (9 )%
Operating income (loss)                14,251        (3,795 )          *         (22,416 )     (10,385 )        116 %
Interest expense                       (1,969 )      (3,537 )        (44 )%       (6,673 )     (10,581 )        (37 )%
Interest income                           467           825          (43 )%        1,630         2,601          (37 )%
Dividend income                             3           241          (99 )%           26           747          (97 )%
Income before income (loss)
taxes                                  12,752        (6,266 )          *         (27,433 )     (17,618 )         56 %
Income tax benefit (expense)           (3,736 )      (5,920 )        (37 )%        3,195        (9,265 )          *
Income (loss) before equity in
net income (loss) of
nonconsolidated affiliate               9,016       (12,186 )          *         (24,238 )     (26,883 )        (10 )%
Equity in net income (loss) of
nonconsolidated affiliate, net
of tax                                      -           (31 )       (100 )%            -          (189 )       (100 )%
Net income (loss)                  $    9,016     $ (12,217 )          *

$ (24,238 ) $ (27,072 ) (10 )%



Other Data:
Capital expenditures                    1,841         7,610                        7,450        22,433
Consolidated adjusted EBITDA
(adjusted for non-cash
stock-based compensation) (1)                                                     27,773        29,778
Net cash provided by operating
activities                                                                        25,717        23,486
Net cash provided by (used in)
investing activities                                                              35,670         4,852
Net cash used in financing
activities                                                                       (11,218 )     (26,372 )

(1) Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale

of assets, depreciation and amortization, non-cash impairment charge,

non-cash stock-based compensation included in operating and corporate

expenses, net interest expense, other income (loss), non-recurring cash

expenses, gain (loss) on debt extinguishment, income tax (expense) benefit,

equity in net income (loss) of nonconsolidated affiliate, non-cash losses,

syndication programming amortization less syndication programming payments,

revenue from FCC spectrum incentive auction less related expenses, expenses

associated with investments, acquisitions and dispositions and certain

pro-forma cost savings. We use the term consolidated adjusted EBITDA because

that measure is defined in our 2017 Credit Agreement and does not include

gain (loss) on sale of assets, depreciation and amortization, non-cash

impairment charge, non-cash stock-based compensation, net interest expense,

other income (loss), non-recurring cash expenses, gain (loss) on debt

extinguishment, income tax (expense) benefit, equity in net income (loss) of

nonconsolidated affiliate, non-cash losses, syndication programming

amortization less syndication programming payments, revenue from FCC spectrum


    incentive auction less related expenses, expenses associated with
    investments, acquisitions and dispositions and certain pro-forma cost
    savings.


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Since consolidated adjusted EBITDA is a measure governing several critical
aspects of our 2017 Credit Facility, we believe that it is important to disclose
consolidated adjusted EBITDA to our investors. We may increase the aggregate
principal amount outstanding by an additional amount equal to $100.0 million
plus the amount that would result in our total net leverage ratio, or the ratio
of consolidated total senior debt (net of up to $75.0 million of unrestricted
cash) to trailing-twelve-month consolidated adjusted EBITDA, not exceeding 4.0.
In addition, beginning December 31, 2018, at the end of every calendar year, in
the event our total net leverage ratio is within certain ranges, we must make a
debt prepayment equal to a certain percentage of our Excess Cash Flow, which is
defined as consolidated adjusted EBITDA, less consolidated interest expense,
less debt principal payments, less taxes paid, less other amounts set forth in
the definition of Excess Cash Flow in the 2017 Credit Agreement. The total
leverage ratio was as follows (in each case as of September 30): 2020, 3.6 to 1;
2019, 3.3 to 1.

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 (loss) and net income (loss). As consolidated adjusted EBITDA
excludes non-cash gain (loss) on sale of assets, non-cash depreciation and
amortization, non-cash impairment charge, non-cash stock-based compensation
expense, net interest expense, other income (loss), non-recurring cash expenses,
gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net
income (loss) of nonconsolidated affiliate, non-cash losses, syndication
programming amortization less syndication programming payments, revenue from FCC
spectrum incentive auction less related expenses, expenses associated with
investments, acquisitions and dispositions and certain pro-forma cost savings,
consolidated adjusted EBITDA has certain limitations because it excludes and
includes several important financial line items.  Therefore, we consider both
non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted
EBITDA is also used to make executive compensation decisions.

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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 (in thousands):

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