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URBAN ONE, INC. - Quarter Report: 2007 June (Form 10-Q)

e10vq
 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10-Q
 
 
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2007
 
Commission File No. 0-25969
 
 
 
 
RADIO ONE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
         
Delaware     52-1166660  
(State or other jurisdiction of
incorporation or organization)
    (I.R.S. Employer
Identification No.
)
 
5900 Princess Garden Parkway,
7th Floor
Lanham, Maryland 20706
(Address of principal executive offices)
 
(301) 306-1111
Registrant’s telephone number, including area code
 
 
 
 
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 þ     No o
 
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.
Large accelerated filer  þ     Accelerated filer  o     Non-accelerated filer  o
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes o     No þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
             
Class
     
Outstanding at July 31, 2007
 
Class A Common Stock, $.001 Par Value
        4,904,989  
Class B Common Stock, $.001 Par Value
        2,861,843  
Class C Common Stock, $.001 Par Value
        3,121,048  
Class D Common Stock, $.001 Par Value
        87,970,966  
 


 

TABLE OF CONTENTS
 
                 
        Page
 
PART I. FINANCIAL INFORMATION
  Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2007 and 2006 (Unaudited)   3
    Consolidated Balance Sheets as of June 30, 2007 (Unaudited) and December 31, 2006   4
    Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2007 (Unaudited)   5
    Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (Unaudited)   6
    Notes to Consolidated Financial Statements (Unaudited)   7
    Consolidating Financial Statements   18
    Consolidating Statement of Operations for the Three Months Ended June 30, 2007 (Unaudited)   19
    Consolidating Statement of Income for the Three Months Ended June 30, 2006 (Unaudited)   20
    Consolidating Statement of Operations for the Six Months Ended June 30, 2007 (Unaudited)   21
    Consolidating Statement of Income for the Six Months Ended June 30, 2006 (Unaudited)   22
    Consolidating Balance Sheet as of June 30, 2007 (Unaudited)   23
    Consolidating Balance Sheet as of December 31, 2006 (Unaudited)   24
    Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2007 (Unaudited)   25
    Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2006 (Unaudited)   26
  Management’s Discussion and Analysis of Financial Condition and Results of Operations   27
  Quantitative and Qualitative Disclosures About Market Risk   41
  Controls and Procedures   41
 
  Legal Proceedings   42
  Risk Factors   42
  Unregistered Sales of Equity Securities and Use of Proceeds   42
  Defaults Upon Senior Securities   42
  Submission of Matters to a Vote of Security Holders   42
  Other Information   42
  Exhibits   43
    SIGNATURES   44


2


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2007     2006     2007     2006  
    (Unaudited)
    (Unaudited)
 
    (In thousands, except share data)     (In thousands, except share data)  
 
NET BROADCAST REVENUE
  $ 86,136     $ 91,423     $ 163,352     $ 168,420  
OPERATING EXPENSES:
                               
Programming and technical
    19,598       19,045       39,361       37,378  
Selling, general and administrative
    28,625       28,168       54,589       53,612  
Corporate selling, general and administrative
    8,376       7,496       16,218       14,825  
Depreciation and amortization
    3,870       3,437       7,793       7,378  
Impairment of long-lived assets
    15,901             15,901        
                                 
Total operating expenses
    76,370       58,146       133,862       113,193  
                                 
Operating income
    9,766       33,277       29,490       55,227  
INTEREST INCOME
    294       204       560       541  
INTEREST EXPENSE
    18,577       18,060       36,645       35,346  
EQUITY IN LOSS OF AFFILIATED COMPANY
    4,271       453       4,763       934  
OTHER INCOME (EXPENSE), net
          10       (8 )     (265 )
                                 
(Loss)/income before (benefit)/provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    (12,788 )     14,978       (11,366 )     19,223  
(BENEFIT)/PROVISION FOR INCOME TAXES
    (6,882 )     7,167       (6,332 )     8,690  
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
    919       364       1,825       1,038  
                                 
Net (loss)/income from continuing operations
    (6,825 )     7,447       (6,859 )     9,495  
INCOME FROM DISCONTINUED OPERATIONS, net of tax
    571       657       1,350       1,202  
                                 
NET (LOSS)/INCOME APPLICABLE TO COMMON STOCKHOLDERS
  $ (6,254 )   $ 8,104     $ (5,509 )   $ 10,697  
                                 
BASIC AND DILUTED NET (LOSS)/INCOME PER COMMON SHARE
  $ (0.06 )   $ 0.08     $ (0.06 )   $ 0.11  
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING:
                               
Basic
    98,710,633       98,710,633       98,710,633       98,705,785  
                                 
Diluted
    98,710,633       98,710,633       98,710,633       98,721,516  
                                 
 
The accompanying notes are an integral part of these consolidated financial statements.


3


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
                 
    June 30,
    December 31,
 
    2007     2006  
    (Unaudited)        
    (In thousands, except
 
    share data)  
 
ASSETS
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 25,980     $ 32,406  
Trade accounts receivable, net of allowance for doubtful accounts of $3,987 and $3,910, respectively
    59,655       57,501  
Prepaid expenses and other current assets
    7,520       5,775  
Income tax receivable
          1,296  
Deferred income tax asset
    2,782       2,856  
Current assets from discontinued operations
    4,743       4,078  
                 
Total current assets
    100,680       103,912  
PROPERTY AND EQUIPMENT, net
    47,555       49,004  
GOODWILL
    147,494       150,121  
RADIO BROADCASTING LICENSES
    1,670,152       1,682,553  
OTHER INTANGIBLE ASSETS, net
    45,651       49,102  
INVESTMENT IN AFFILIATED COMPANY
    57,603       51,711  
OTHER ASSETS
    11,509       6,826  
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
    100,212       101,981  
                 
Total assets
  $ 2,180,856     $ 2,195,210  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
Accounts payable
  $ 3,741     $ 10,018  
Accrued interest
    18,222       19,273  
Accrued compensation and related benefits
    19,405       18,253  
Income taxes payable
    3,003       2,465  
Other current liabilities
    16,560       13,632  
Current portion of long-term debt
    15,000       7,513  
Current liabilities from discontinued operations
    1,122       1,153  
                 
Total current liabilities
    77,053       72,307  
LONG-TERM DEBT, net of current portion
    922,500       930,014  
OTHER LONG-TERM LIABILITIES
    6,978       8,952  
DEFERRED INCOME TAX LIABILITY
    158,652       165,616  
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS
    52       74  
                 
Total liabilities
    1,165,235       1,176,963  
                 
MINORITY INTEREST IN SUBSIDIARIES
    1,805       (20 )
STOCKHOLDERS’ EQUITY:
               
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at June 30, 2007 and December 31, 2006
           
Common stock — Class A, $.001 par value, 30,000,000 shares authorized; 4,925,689 and 6,319,660 shares issued and outstanding as of June 30, 2007 and December 31, 2006, respectively
    5       6  
Common stock — Class B, $.001 par value, 150,000,000 shares authorized; 2,861,843 and 2,867,463 shares issued and outstanding as of June 30, 2007 and December 31, 2006, respectively
    3       3  
Common stock — Class C, $.001 par value, 150,000,000 shares authorized; 3,121,048 and 3,132,458 shares issued and outstanding as of June 30, 2007 and December 31, 2006, respectively
    3       3  
Common stock — Class D, $.001 par value, 150,000,000 shares authorized; 87,950,266 and 86,391,052 shares issued and outstanding as of June 30, 2007 and December 31, 2006, respectively
    88       87  
Accumulated other comprehensive income
    1,133       967  
Stock subscriptions receivable
    (1,681 )     (1,642 )
Additional paid-in capital
    1,042,883       1,041,029  
Accumulated deficit
    (28,618 )     (22,186 )
                 
Total stockholders’ equity
    1,013,816       1,018,267  
                 
Total liabilities and stockholders’ equity
  $ 2,180,856     $ 2,195,210  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.


4


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
 
FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)
 
                                                                                         
                                        Accumulated
                         
    Convertible
    Common
    Common
    Common
    Common
          Other
    Stock
    Additional
          Total
 
    Preferred
    Stock
    Stock
    Stock
    Stock
    Comprehensive
    Comprehensive
    Subscriptions
    Paid-In
    Accumulated
    Stockholders’
 
    Stock     Class A     Class B     Class C     Class D     Loss     Income     Receivable     Capital     Deficit     Equity  
    (In thousands, except share data)  
 
BALANCE, as of December 31, 2006
  $     $ 6     $ 3     $ 3     $ 87             $ 967     $ (1,642 )   $ 1,041,029     $ (22,186 )   $ 1,018,267  
Comprehensive loss:
                                                                                       
Net loss
                                $ (5,509 )                       (5,509 )     (5,509 )
Change in unrealized income on derivative and hedging activities, net of taxes
                                  166       166                         166  
                                                                                         
Comprehensive loss
                                          $ (5,343 )                                        
                                                                                         
Conversion of common stock
          (1 )                 1                                        
Vesting of non-employee restricted stock
                                                      (63 )           (63 )
Cumulative impact of change in accounting for uncertainties in income taxes
                                                            (923 )     (923 )
Stock-based compensation expense
                                                      1,917             1,917  
Interest income on stock subscriptions receivable
                                                (39 )                 (39 )
                                                                                         
BALANCE, as of June 30, 2007
  $     $ 5     $ 3     $ 3     $ 88             $ 1,133     $ (1,681 )   $ 1,042,883     $ (28,618 )   $ 1,013,816  
                                                                                         
 
The accompanying notes are an integral part of these consolidated financial statements.


5


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                 
    Six Months Ended
 
    June 30,  
    2007     2006  
    (Unaudited)
 
    (In thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net (loss)/income
  $ (5,509 )   $ 10,697  
Adjustments to reconcile net income to net cash from operating activities:
               
Depreciation and amortization
    7,793       7,378  
Amortization of debt financing costs
    1,069       1,044  
Amortization of production content
    332       2,108  
Deferred income taxes
    (6,983 )     7,572  
Write-down of investment
          270  
Long-lived asset impairment
    15,901        
Equity in loss of affiliated company
    4,763       934  
Minority interest in income of subsidiaries
    1,825       1,038  
Stock-based and other non-cash compensation
    2,225       3,222  
Amortization of contract inducement and termination fee
    (1,036 )     (1,026 )
Effect of change in operating assets and liabilities, net of assets acquired:
               
Trade accounts receivable
    (2,154 )     (5,361 )
Prepaid expenses and other assets
    (1,849 )     (1,963 )
Income tax receivable
    1,296       (87 )
Other assets
    (2,314 )      
Accounts payable
    (6,277 )     (112 )
Accrued interest
    (31 )     264  
Accrued compensation and related benefits
    (425 )     (2,313 )
Income taxes payable
    538       (679 )
Other current liabilities
    3,032       5,069  
Other long-term liabilities
    (635 )      
Net cash flows from operating activities of discontinued operations
    420       706  
                 
Net cash flows from operating activities
    11,981       28,761  
                 
CASH FLOWS USED IN INVESTING ACTIVITIES:
               
Purchases of property and equipment
    (3,879 )     (5,498 )
Equity investments
    (10,714 )     (9,745 )
Acquisitions
          (20,008 )
Purchase of other intangible assets
    (80 )     (234 )
Deposits for station equipment and purchases
    (3,668 )     (2,000 )
Net cash used in investing activities of discontinued operations
          (769 )
                 
Net cash flows used in investing activities
    (18,341 )     (38,254 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Repayment of debt
    (27 )     (20 )
Proceeds from exercise of stock options
          52  
Change in interest due on stock subscriptions receivable
    (39 )     (37 )
Proceeds from credit facility
          12,000  
Payment of minority interest shareholders
          (2,940 )
                 
Net cash flows (used in) from financing activities
    (66 )     9,055  
                 
DECREASE IN CASH AND CASH EQUIVALENTS
    (6,426 )     (438 )
CASH AND CASH EQUIVALENTS, beginning of period
    32,406       19,081  
                 
CASH AND CASH EQUIVALENTS, end of period
  $ 25,980     $ 18,643  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid for:
               
Interest
  $ 36,714     $ 34,368  
                 
Income taxes
  $ 2,932     $ 2,417  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.


6


 

RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
(a)   Interim Financial Statements
 
The interim consolidated financial statements included herein for Radio One, Inc. (a Delaware corporation referred to as “Radio One”) and subsidiaries (collectively the “Company”) have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations.
 
Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company’s 2006 Annual Report on Form 10-K.
 
Certain reclassifications associated with accounting for discontinued operations have been made to prior period amounts to conform to the current period presentation. There was no other effect on any other previously reported statement of operations, balance sheet or cash flow amounts.
 
(b)   Financial Instruments
 
Financial instruments as of June 30, 2007 and December 31, 2006 consisted of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, long-term debt and subscriptions receivable. The carrying amounts approximated fair value for each of these financial instruments as of June 30, 2007 and December 31, 2006, except for the Company’s outstanding senior subordinated notes. The 87/8% senior subordinated notes had a fair value of approximately $307.9 million and $309.8 million as of June 30, 2007 and December 31, 2006, respectively. The 63/8% senior subordinated notes had a fair value of approximately $190.0 million and $187.0 million as of June 30, 2007 and December 31, 2006, respectively. The fair value was determined based on the fair market value of similar instruments.
 
(c)   Revenue Recognition
 
The Company recognizes revenue for broadcast advertising when the commercial is broadcast and is reported, net of agency and outside sales representative commissions, in accordance with Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, “Revenue Recognition, Revised and Updated.” Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. Agency and outside sales representative commissions were approximately $10.3 million and $11.2 million during the three months ended June 30, 2007 and 2006, respectively. Agency and outside sales representative commissions were approximately $18.9 million and $20.4 million during the six months ended June 30, 2007 and 2006, respectively.
 
(d)   Barter Transactions
 
The Company provides broadcast advertising time in exchange for programming content and certain services. The terms of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time in exchange for cash. The Company includes the value of such exchanges in both net broadcast revenues and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended June 30, 2007 and 2006, barter transactions reflected in net broadcast revenue were $827,000 and $203,000, respectively. For the six months ended June 30, 2007 and 2006, barter transactions reflected in net broadcast revenue were approximately $1.6 million and $262,000, respectively. Additionally, barter transaction costs reflected in


7


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

programming and technical expenses and selling, general and administrative expenses were $711,000 and $168,000 and $118,000 and $0 in the respective three months ended June 30, 2007 and 2006. Barter transaction costs reflected in programming and technical expenses and selling, general and administrative expenses were approximately $1.6 million and $228,000 and $175,000 and $0 in the respective six months ended June 30, 2007 and 2006.
 
(e)   Comprehensive (Loss)/Income
 
The Company’s comprehensive (loss)/income consists of net (loss)/income and other items recorded directly to the equity accounts. The objective is to report a measure of all changes in equity of an enterprise that result from transactions and other economic events during the period, other than transactions with owners. The Company’s other comprehensive income consists of gains on derivative instruments that qualify for cash flow hedge treatment.
 
The following table sets forth the components of comprehensive income:
 
                                 
    Three Months Ended
    Six Months Ended
 
    June 30,     June 30,  
    2007     2006     2007     2006  
    (In thousands)     (In thousands)  
 
Net (loss)/income
  $ (6,254 )   $ 8,104     $ (5,509 )   $ 10,697  
Other comprehensive (loss)/income (net of tax benefit of $270 and $440, tax provision of $71 and tax benefit of $935, respectively):
                               
Derivative and hedging activities
    408       302       166       1,000  
                                 
Comprehensive (loss)/income
  $ (5,846 )   $ 8,406     $ (5,343 )   $ 11,697  
                                 
 
(f)   Impact of Recently Issued Accounting Pronouncements
 
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Board Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — Interpretation of SFAS No. 109,” which clarifies the accounting for uncertainty in income taxes. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 requires that the Company recognize the impact of a tax position in the financial statements, if it is more likely than not that the position would be sustained on audit, based on the technical merits of the position. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN No. 48 are effective beginning January 1, 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The impact to the Company of adopting FIN No. 48 on its financial statements was a $923,000 increase to accumulated deficit and a corresponding increase to income tax reserve as of January 1, 2007.
 
2.   ACQUISITIONS:
 
In April 2007, the Company signed an agreement and made a deposit of $3.0 million to acquire the assets of WPRS-FM (formerly WXGG-FM), a radio station located in the Washington, DC metropolitan area for approximately $38.0 million in cash. The Company began operating the station under a local marketing agreement (“LMA”) in April 2007 and the financial results since inception of the LMA have been included in the Company’s financial statements. The station has been consolidated with the existing Washington, DC operations. Subject to the necessary regulatory approvals, the Company expects to complete this acquisition in the first quarter of 2008.
 
In March 2007, the Company signed an agreement to acquire the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area for approximately $2.6 million in seller financing. As of June 30, 2007, the Company has deposited $668,000 to be applied against the seller financing on the acquisition date. Since 2001, the


8


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

station had been and continued to be consolidated within the Company’s existing Cincinnati operations under a LMA until closing. The Company completed this acquisition in July 2007.
 
3.   DISCONTINUED OPERATIONS:
 
In June 2007, the Company entered into an agreement to sell the assets of radio station KTTB-FM in the Minneapolis metropolitan area to Northern Lights Broadcasting, LLC for approximately $28.0 million in cash. The assets and liabilities of this station have been reflected as discontinued operations as of June 30, 2007 and December 31, 2006 and its results of operations for the three and six months ended June 30, 2007 and 2006 have been reflected as discontinued operations in the accompanying consolidated financial statements. The Company expects to complete this transaction during the second half of 2007, subject to necessary regulatory approvals.
 
In May 2007, the Company entered into an agreement to sell all of its radio stations in the Dayton metropolitan area and five of its six radio stations in the Louisville metropolitan area to Main Line Broadcasting, LLC for approximately $76.0 million in cash. The assets and liabilities of these stations have been reflected as discontinued operations as of June 30, 2007 and December 31, 2006, and its results of operations for the three and six months ended June 30, 2007 and 2006 have been reflected as discontinued operations in the accompanying consolidated financial statements. Subject to the necessary regulatory approvals, the transaction is expected to close during the second half of 2007.
 
In August 2006, the Company entered into an agreement to sell radio station WILD-FM in the Boston metropolitan area to Entercom Boston, LLC (“Entercom”) for approximately $30.0 million in cash. Entercom began operating the station under an LMA effective August 18, 2006. The sale of the station was completed on December 29, 2006, resulting in a gain of approximately $18.6 million (approximately $11.4 million net of tax). The results of operations for the three and six months ended June 30, 2006 have been reflected as discontinued operations in the accompanying consolidated financial statements.
 
The following table summarizes the operating results for these stations for the three and six months ended June 30, 2007 and 2006:
 
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2007     2006     2007     2006  
    (In thousands)     (In thousands)     (In thousands)     (In thousands)  
 
Net broadcast revenue
  $ 6,376     $ 6,411     $ 11,631     $ 11,497  
Station operating expenses
    4,144       4,352       7,939       8,481  
Depreciation and amortization
    317       421       591       836  
                                 
Income before income taxes
    1,915       1,638       3,101       2,180  
Provision for income taxes
    1,344       981       1,751       978  
                                 
Income from discontinued operations, net of tax
  $ 571     $ 657     $ 1,350     $ 1,202  
                                 


9


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The assets and liabilities of these stations classified as discontinued operations in the accompanying consolidated balance sheets consisted of the following:
 
                 
    June 30,
    December 31,
 
    2007     2006  
    (In thousands)  
 
Currents assets:
               
Accounts receivable, net of allowance for doubtful accounts
  $ 4,512     $ 3,600  
Prepaid expenses and other current assets
    231       478  
                 
Total current assets
    4,743       4,078  
Property and equipment, net
    4,428       5,370  
Intangible assets, net
    95,683       96,480  
Other assets
    101       131  
                 
Total assets
  $ 104,955     $ 106,059  
                 
Current liabilities:
               
Other current liabilities
  $ 1,122     $ 1,153  
                 
Total current liabilities
    1,122       1,153  
Other long-term liabilities
    52       74  
                 
Total liabilities
  $ 1,174     $ 1,227  
                 
 
4.   GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS:
 
The fair value of goodwill and radio broadcasting licenses is determined on a market basis using a discounted cash flow model considering the market’s revenue, the number of stations, the performance of the stations, the Company’s performance and estimated multiples for the sale of stations in the market. Because the assumptions used in estimating the fair value of goodwill and radio broadcasting licenses are based on current conditions, a change in market conditions or in the discount rate could have a significant effect on the estimated value of goodwill or radio broadcasting licenses. A significant decrease in the fair value of goodwill or radio broadcasting licenses in a market could result in an impairment charge. The Company performs an impairment test as of October 1st of each year, or when other conditions suggest impairment may have occurred.
 
During the three months ended June 30, 2007, the Company evaluated its long-lived assets for potential impairment due to changes in management’s focus in certain of it radio property markets. Based on discussions with independent third parties, it was determined that the carrying value of our goodwill and certain of our radio broadcast licenses in those markets was in excess of the current fair market value. During the three months ended June 30, 2007, the Company reduced the carrying value of goodwill and radio broadcasting licenses by $3.5 million and $12.4 million, respectively. The carrying amount of goodwill at June 30, 2007 and December 31, 2006 was approximately $147.5 million and $150.1 million, respectively.


10


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other intangible assets, excluding goodwill and radio broadcasting licenses, are being amortized on a straight-line basis over various periods. Other intangible assets consist of the following:
 
                     
    June 30,
    December 31,
    Period of
    2007     2006     Amortization
    (In thousands)      
 
Trade names
  $ 16,819     $ 16,800     2-5 Years
Talent agreements
    19,549       19,549     10 Years
Debt financing costs
    17,814       17,771     Term of debt
Intellectual property
    14,172       14,167     4 - 10 Years
Affiliate agreements
    7,768       7,768     1-10 Years
Favorable transmitter leases and other intangibles
    5,641       5,622     6-60 Years
                     
      81,763       81,677      
Less: Accumulated amortization
    (36,112 )     (32,575 )    
                     
Other intangible assets, net
  $ 45,651     $ 49,102      
                     
 
Amortization expense of intangible assets for the six months ended June 30, 2007 and 2006 was approximately $2.5 million and $2.2 million, respectively. The amortization of deferred financing costs was charged to interest expense for all periods presented.
 
The following table presents the Company’s estimate of amortization expense for each of the five succeeding years for intangible assets, excluding deferred financing costs.
 
         
    (In thousands)  
 
2007
  $ 4,751  
2008
    4,239  
2009
    4,139  
2010
    4,059  
2011
    4,056  
 
Actual amortization expense may vary as a result of future acquisitions and dispositions.
 
5.   INVESTMENT IN AFFILIATED COMPANY:
 
In July 2003, the Company entered into a joint venture agreement with an affiliate of Comcast Corporation and other investors to create TV One, an entity formed to operate a cable television network featuring lifestyle, entertainment and news-related programming targeted primarily towards African-American viewers. The Company has committed to make a cumulative cash investment of approximately $74.0 million in TV One over approximately four years, of which the Company has funded approximately $60.3 million as of June 30, 2007. As of June 30, 2007, the Company owned approximately 36% of TV One on a fully-converted basis.
 
The Company has recorded its investment in TV One at cost and has adjusted the carrying amount of the investment to recognize the change in the Company’s claim on the net assets of TV One resulting from losses of TV One as well as other capital transactions of TV One using a hypothetical liquidation at book value approach. For the three and six months ended June 30, 2007 and 2006, the Company’s allocable share of TV One’s losses was approximately $4.3 million and approximately $4.8 million, and $453,000 and $934,000, respectively. During 2007, the Company’s allocable share of TV One’s losses increased due to the composition of TV One’s capital structure.


11


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company also entered into separate network services and advertising services agreements with TV One in 2003. Under the network services agreement, which expires in January 2009, the Company is providing TV One with administrative and operational support services. Under the advertising services agreement, the Company is providing a specified amount of advertising to TV One over a term of five years ending in January 2009. In consideration for providing these services, the Company has received equity in TV One and receives an annual fee of $500,000 in cash for providing services under the network services agreement.
 
The Company is accounting for the services provided to TV One under the advertising and network services agreements in accordance with Emerging Issues Task Force (“EITF”), Issue No. 00-8, “Accounting by a Grantee for an Equity Instrument to Be Received in Conjunction with Providing Goods or Services.” As services are provided to TV One, the Company is recording revenue based on the fair value of the most reliable unit of measurement in these transactions. For the advertising services agreement, this has been determined to be the value of underlying advertising time that is being provided to TV One. For the network services agreement, this has been determined to be the value of the equity received in TV One. As a result, the Company is re-measuring the fair value of the equity received in consideration of its obligations under the network services agreement in each subsequent reporting period as the services are provided. The Company recognized approximately $2.2 million and $807,000 of revenue relating to these two agreements for the six months ended June 30, 2007 and 2006, respectively.
 
6.   DERIVATIVE INSTRUMENTS:
 
In June 2005, pursuant to the Credit Agreement (as defined in Note 7 — Long-Term Debt), the Company entered into four fixed rate swap agreements to reduce interest rate fluctuations on certain floating rate debt commitments. In June 2007, one of the four $25.0 million swap agreements expired. The Company accounts for the swap agreements using the mark-to-market method of accounting.
 
The swap agreements have the following terms:
 
                         
Agreement
  Notional Amount     Expiration     Fixed Rate  
 
No. 1
  $ 25.0 million       June 16, 2008       4.13 %
No. 2
    25.0 million       June 16, 2010       4.27  
No. 3
    25.0 million       June 16, 2012       4.47  
 
Each swap agreement has been accounted for as a qualifying cash flow hedge of the Company’s senior bank term debt, in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities,” whereby changes in the fair market value are reflected as adjustments to the fair value of the derivative instruments as reflected on the accompanying consolidated balance sheets.
 
Under the swap agreements, the Company pays the fixed rate listed in the table above. The counterparties to the agreements pay the Company a floating interest rate based on the three-month London Interbank Offered Rate (“LIBOR”), for which measurement and settlement is performed quarterly. The counterparties to these agreements are international financial institutions. The Company estimates the net fair value of these instruments as of June 30, 2007 to be a receivable of approximately $2.0 million. The fair value of the interest swap agreements is estimated by obtaining quotations from the financial institutions that are parties to the Company’s swap agreements. The fair value is an estimate of the net amount that the Company would receive on June 30, 2007, if the agreements were transferred to other parties or cancelled by the Company.
 
Costs incurred to execute the swap agreements are deferred and amortized over the term of the swap agreements. The amounts incurred by the Company, representing the effective difference between the fixed rate under the swap agreements and the variable rate on the underlying term of the debt, are included in interest expense in the accompanying consolidated statements of operations. In the event of early termination of these swap


12


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

agreements, any gains or losses would be amortized over the respective lives of the underlying debt or recognized currently if the debt is terminated earlier than initially anticipated.
 
7.   LONG-TERM DEBT:
 
Long-term debt consists of the following:
 
                 
    June 30,
    December 31,
 
    2007     2006  
    (In thousands)  
 
87/8% senior subordinated notes
  $ 300,000     $ 300,000  
63/8% senior subordinated notes
    200,000       200,000  
Credit facilities
    437,500       437,500  
Capital lease obligations
          27  
                 
Total long-term debt
    937,500       937,527  
Less: current portion
    (15,000 )     (7,513 )
                 
Long term debt, net of current portion
  $ 922,500     $ 930,014  
                 
 
Credit Facilities
 
In June 2005, the Company entered into a credit agreement with a syndicate of banks (the “Credit Agreement”). The agreement was amended in April 2006 to modify certain financial covenants. The term of the Credit Agreement is seven years and the total amount available under the Credit Agreement is $800.0 million, consisting of a $500.0 million revolving facility and a $300.0 million term loan facility. Borrowings under the credit facilities are subject to compliance with certain provisions of the Credit Agreement including but not limited to financial covenants. The Company may use proceeds from the credit facilities for working capital, capital expenditures made in the ordinary course of business, its common stock repurchase program, direct and indirect investments permitted under the Credit Agreement, and other lawful corporate purposes. The Credit Agreement contains affirmative and negative covenants that the Company must comply with, including (a) maintaining an interest coverage ratio of no less than 1.90 to 1.00 from January 1, 2006 to December 31, 2007, and no less than 2.25 to 1.00 from January 1, 2008 to December 31, 2008, and no less than 2.50 to 1.00 from January 1, 2009 and thereafter, (b) maintaining a total leverage ratio of no greater than 7.00 to 1.00 beginning April 1, 2006 to December 31, 2007, and no greater than 6.00 to 1.00 beginning January 1, 2008 and thereafter, (c) limitations on liens, (d) limitations on the sale of assets, (e) limitations on the payment of dividends, and (f) limitations on mergers, as well as other customary covenants. Simultaneous with entering into the Credit Agreement in June 2005, the Company borrowed $437.5 million to retire all outstanding obligations under its previous credit agreement. We were unable to meet the interest and leverage ratio covenants of 1.90 to 1.00 and 7.00 to 1.00, respectively, at June 30, 2007 and have received a waiver from compliance with the interest and leverage ratio covenants in the Credit Agreement until September 15, 2007.
 
The Credit Agreement and the indentures governing the Company’s senior subordinated notes contain covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase capital stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets.
 
The Company’s borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries.


13


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future minimum principal payments of long-term debt as of June 30, 2007 are as follows:
 
                 
    Senior
       
    Subordinated
    Credit
 
    Notes     Facilities  
    (In thousands)  
 
July — December, 2007
  $     $ 7,500  
2008
          37,500  
2009
          67,500  
2010
          75,000  
2011
    300,000       75,000  
2012 and thereafter
    200,000       175,000  
                 
Total long-term debt
  $ 500,000     $ 437,500  
                 
 
8.   INCOME TAXES:
 
The effective tax rate for continuing operations for the six month period ended June 30, 2007 was 55.7%. This rate is higher than the statutory tax rate due to lower pretax book income, which is adversely impacted by the permanent differences between income subject to tax for book purposes versus tax purposes and the tax impact of discrete items during the six months ended June 30, 2007. These discrete items include the tax impact of impairment charges and the tax impact of cancellation of non-qualified stock options, partially offset by the current year benefit of the reversal of state tax reserves due to expired statutes and the cumulative impact of a change in the tax treatment for Section 162(m) based on the amended proxy disclosure rules. As of June 30, 2007, the Company’s annual effective tax rate is projected at 51.1%, which is impacted by the permanent differences between income subject to tax for book purposes versus tax purposes, the cumulative impact of Section 162(m) adjustments and the tax impact of impairment charges.
 
The Company adopted SFAS No. 123(R), “Share Based Payment” as of January 1, 2006 and incorporated the tax impact into its effective tax rate above. This has increased the expected effective tax rate for 2007 in comparison with prior years due to the unfavorable tax treatment of the Company’s book compensation expense for incentive stock options.
 
We adopted the provisions of FIN No. 48 on January 1, 2007. As a result of the implementation of FIN No. 48, we recorded a $923,000 increase in the net liability for unrecognized tax positions, which was recorded as an adjustment to the opening balance of accumulated deficit on January 1, 2007. On the adoption date, we had approximately $4.9 million of unrecognized tax benefits, of which approximately $3.3 million would affect our effective tax rate if recognized. The total amount of unrecognized tax benefits as of June 30, 2007 was approximately $4.9 million. The Company estimates the possible change prior to June 30, 2008 to be a decrease in the amount of unrecognized tax benefits of approximately $0 to $200,000 due to closed statutes in states where amortization liability exists.
 
In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. This policy did not change as a result of the adoption of FIN No. 48. Our consolidated statement of operations for the three and six month periods ended June 30, 2007 and our consolidated balance sheet as of that date include interest expense of $10,000 and $(26,000) and accrued interest of $54,000, respectively.
 
As of January 1, 2007, the Company was not currently under audit in any jurisdiction for federal or state income tax purposes. However, the Company’s open tax years for United States federal income tax examinations include the tax years ended December 31, 2004 through 2006. In addition, the Company’s open tax years for state and local income tax examinations include the tax years ended December 31, 2002 through 2006.


14


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.   STOCKHOLDERS’ EQUITY:
 
Stock Option and Restricted Stock Grant Plan
 
Radio One may issue up to 10,816,198 shares of Class D Common Stock under the Company’s Stock Option and Restricted Stock Grant Plan (“Plan”). At inception of the Plan, the Company’s board of directors authorized 1,408,099 shares of Class A common stock to be issuable under this plan. As of June 30, 2007, 6,346,067 shares were available for grant. The options are exercisable in installments determined by the compensation committee of the Company’s board of directors at the time of grant. The options expire as determined by the compensation committee, but no later than ten years from the date of the grant. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock.
 
The Company uses the Black-Scholes (“BSM”) valuation model to calculate the fair value of stock-based awards. The BSM incorporates various assumptions including volatility, expected life, and interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the preceding three years. The expected life is based on historical exercise patterns and post-vesting termination behavior within each of the four groups identified by the Company. The interest rate for periods within the expected life of the award is based on the United States Treasury yield curve in effect at the time of grant.
 
The Company did not grant any options during the three months ended June 30, 2007. The Company granted 30,000 stock options during the three months ended June 30, 2006. The Company granted 100,000 and 42,500 stock options for the six months ended June 30, 2007 and 2006, respectively. The per share weighted-average fair values of options granted during the three months ended June 30, 2006 was $4.31. The per share weighted-average fair values of options granted during the six months ended June 30, 2007 and 2006 was $3.94 and $4.66, respectively. These fair values were derived using the BSM with the following weighted-average assumptions:
 
                     
    For the Three Months
  For the Six Months
    Ended June 30,   Ended June 30,
    2007     2006   2007   2006
 
Average risk-free interest rate
        5.03%   4.81%   4.82%
Expected dividend yield
        0.00%   0.00%   0.00%
Expected lives
        7.7 years   7.7 years   7.7 years
Expected volatility
        40.00%   40.00%   40.00%
 
Transactions and other information relating to the stock options for the period ended June 30, 2007 are summarized below:
 
                                 
                Weighted-
       
          Weighted-
    Average
       
          Average
    Remaining
    Aggregate
 
    Number of
    Exercise
    Contractual
    Intrinsic
 
    Options     Price     Term     Value  
                In years        
 
Balance as of December 31, 2006
    5,876,000     $ 14.49                  
Granted
    100,000       7.50                
Exercised
                         
Forfeited, Cancelled
    1,099,000       14.33                
                                 
Balance as of June 30, 2007
    4,877,000       14.41       6.53        
                                 
Vested and expected to vest as of June 30, 2007
    4,534,000       14.41       6.53        
Unvested as of June 30, 2007
    896,000       12.99       7.98        
Exercisable as of June 30, 2007
    3,981,000       14.73       6.18        


15


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing price on the last day of trading during the three months ended June 30, 2007 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all the option holders exercised their options on June 30, 2007. This amount changes based on the fair market value of the Company’s stock. The number of options that vested during the three and six months ended June 30, 2007 were 9,083 and 58,086, respectively.
 
As of June 30, 2007, approximately $4.2 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of approximately two years. The stock option weighted-average fair value per share was $7.50 at June 30, 2007.
 
The Company granted 68,000 restricted stock grants during the three month period ended June 30, 2007. The Company granted 148,500 restricted stock grants during the six month period ended June 30, 2007.
 
Transactions and other information relating to restricted stock grants for the period ended June 30, 2007 are summarized below:
 
                 
          Weighted-
 
    Number of
    Average
 
    Restricted
    Fair Value at
 
    Shares(1)     Grant Date  
 
Unvested as of December 31, 2006
    16,500     $ 19.71  
Granted
    148,500       7.42  
Vested
           
Forfeited, Cancelled, Expired
           
                 
Unvested as of June 30, 2007
    165,000     $ 8.65  
                 
 
 
(1) The restricted stock grants were included in the Company’s outstanding share numbers on the effective date of grant.
 
As of June 30, 2007, approximately $1.0 million of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over a weighted-average period of three years.
 
10.   CONTRACT TERMINATION:
 
In connection with the termination in 2005 of the Company’s sales representation agreements with Interep National Radio Sales, Inc. (“Interep”), and its new agreement with Katz Communications, Inc. (“Katz”), as the Company’s sole national sales representative, Katz paid the Company $3.4 million as an inducement to enter into the new agreements and agreed to pay Interep approximately $5.3 million to satisfy the Company’s termination obligations. The Company is amortizing both over the four-year life of the new Katz agreements as a reduction to selling, general and administrative expense. As of June 30, 2007, approximately $2.5 million of the deferred termination obligation and inducement amount is reflected in other long-term liabilities on the accompanying consolidated balance sheets, and approximately $2.2 million is reflected in other current liabilities.


16


 

 
RADIO ONE, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11.   RELATED PARTY TRANSACTION AND SUBSEQUENT EVENT:
 
In July 2007, the Company acquired the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area from Blue Chip Communications, Inc. (“Blue Chip”) for approximately $2.6 million in seller financing. The financing is a 5.1% interest bearing loan payable monthly through July 2008. Blue Chip is owned by L. Ross Love, a former member of the Company’s board of directors. The transaction was approved by a special committee of independent directors appointed by the board of directors. Additionally, the Company retained an independent valuation firm to provide a fair value appraisal of the station. The station was consolidated with the Company’s existing Cincinnati operations under a LMA from 2001 until the closing.
 
12.   SUBSEQUENT EVENT:
 
WLRX-FM Disposition
 
In August 2007, the Company entered into an agreement to sell the assets of radio station WLRX-FM in the Louisville metropolitan area to WAY FM Media Group, Inc. for approximately $1.0 million in cash. The assets and liabilities of this station will be classified and reflected as discontinued operations beginning in August 2007. At that time, the results of operations for the quarterly and year-to-date periods going forward for 2007 and 2006 will be reflected as discontinued operations in the consolidated financial statements. The Company expects to complete this transaction during the fourth quarter of 2007, subject to necessary regulatory approvals.


17


 

 
CONSOLIDATING FINANCIAL STATEMENTS
 
The Company conducts a portion of its business through its subsidiaries. All of the Company’s restricted subsidiaries (“Subsidiary Guarantors”) have fully and unconditionally guaranteed the Company’s 87/8% senior subordinated notes due 2011, the 63/8% senior subordinated notes due 2013 and the Company’s obligations under the Credit Agreement.
 
Set forth below are consolidating financial statements for the Company and the Subsidiary Guarantors as of June 30, 2007 and 2006 and for the three and six-month periods then ended. Also included is the consolidating balance sheet for the Company and the Subsidiary Guarantors as of December 31, 2006. The equity method of accounting has been used by the Company to report its investments in subsidiaries. Separate financial statements for the Subsidiary Guarantors are not presented based on management’s determination that they do not provide additional information that is material to investors.


18


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
NET BROADCAST REVENUE
  $ 41,127     $ 45,009     $     $ 86,136  
                                 
OPERATING EXPENSES:
                               
Programming and technical
    8,488       11,110             19,598  
Selling, general and administrative
    14,405       14,220             28,625  
Corporate selling, general and administrative
          8,376             8,376  
Depreciation and amortization
    1,447       2,423             3,870  
Impairment of long-lived assets
    15,901                   15,901  
                                 
Total operating expenses
    40,241       36,129             76,370  
                                 
Operating income
    886       8,880             9,766  
INTEREST INCOME
          294             294  
INTEREST EXPENSE
          18,577             18,577  
EQUITY IN NET LOSS OF AFFILIATED COMPANY
          4,271             4,271  
                                 
Income/(loss) before benefit from income taxes, minority interest in income of subsidiaries and discontinued operations
    886       (13,674 )           (12,788 )
BENEFIT FROM INCOME TAXES
          (6,882 )           (6,882 )
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
          919             919  
                                 
Net income/(loss) before equity in income of subsidiaries and discontinued operations
    886       (7,711 )           (6,825 )
EQUITY IN INCOME OF SUBSIDIARIES
          1,457       (1,457 )      
                                 
Net income/(loss) from continuing operations
    886       (6,254 )     (1,457 )     (6,825 )
INCOME FROM DISCONTINUED OPERATIONS, net of tax
    571                   571  
                                 
Net income/(loss)
  $ 1,457     $ (6,254 )   $ (1,457 )   $ (6,254 )
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


19


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2006
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
NET BROADCAST REVENUE
  $ 40,530     $ 50,893     $     $ 91,423  
                                 
OPERATING EXPENSES:
                               
Programming and technical
    7,066       11,979             19,045  
Selling, general and administrative
    13,376       14,792             28,168  
Corporate selling, general and administrative
          7,496             7,496  
Depreciation and amortization
    1,277       2,160             3,437  
                                 
Total operating expenses
    21,719       36,427             58,146  
                                 
Operating income
    18,811       14,466             33,277  
INTEREST INCOME
          204             204  
INTEREST EXPENSE
          18,060             18,060  
EQUITY IN NET LOSS OF AFFILIATED COMPANY
          453             453  
OTHER INCOME, net
    10                   10  
                                 
Income/(loss) before provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    18,821       (3,843 )           14,978  
PROVISION FOR INCOME TAXES
          7,167             7,167  
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
          364             364  
                                 
Net income/(loss) before equity in income of subsidiaries and discontinued operations
    18,821       (11,374 )           7,447  
EQUITY IN INCOME OF SUBSIDIARIES
          19,478       (19,478 )      
                                 
Net income from continuing operations
    18,821       8,104       (19,478 )     7,447  
INCOME FROM DISCONTINUED OPERATIONS, net of tax
    657                   657  
                                 
Net income
  $ 19,478     $ 8,104     $ (19,478 )   $ 8,104  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


20


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
NET BROADCAST REVENUE
  $ 77,094     $ 86,258     $     $ 163,352  
                                 
OPERATING EXPENSES:
                               
Programming and technical
    14,499       24,862             39,361  
Selling, general and administrative
    27,313       27,276             54,589  
Corporate selling, general and administrative
          16,218             16,218  
Depreciation and amortization
    2,980       4,813             7,793  
Impairment of long-lived assets
    15,901                   15,901  
                                 
Total operating expenses
    60,693       73,169             133,862  
                                 
Operating income
    16,401       13,089             29,490  
INTEREST INCOME
          560             560  
INTEREST EXPENSE
          36,645             36,645  
EQUITY IN NET LOSS OF AFFILIATED COMPANY
          4,763             4,763  
OTHER EXPENSE, net
          8             8  
                                 
Income/(loss) before benefit from income taxes, minority interest in income of subsidiaries and discontinued operations
    16,401       (27,767 )           (11,366 )
BENEFIT FROM INCOME TAXES
          (6,332 )           (6,332 )
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
          1,825             1,825  
                                 
Net income/(loss) before equity in income of subsidiaries and discontinued operations
    16,401       (23,260 )           (6,859 )
EQUITY IN INCOME OF SUBSIDIARIES
          17,751       (17,751 )      
                                 
Net income/(loss) from continuing operations
    16,401       (5,509 )     (17,751 )     (6,859 )
INCOME FROM DISCONTINUED OPERATIONS, net of tax
    1,350                   1,350  
                                 
Net income/(loss)
  $ 17,751     $ (5,509 )   $ (17,751 )   $ (5,509 )
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


21


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2006
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
NET BROADCAST REVENUE
  $ 73,702     $ 94,718     $     $ 168,420  
                                 
OPERATING EXPENSES:
                               
Programming and technical
    13,435       23,943             37,378  
Selling, general and administrative
    25,700       27,912             53,612  
Corporate selling, general and administrative
          14,825             14,825  
Depreciation and amortization
    2,881       4,497             7,378  
                                 
Total operating expenses
    42,016       71,177             113,193  
                                 
Operating income
    31,686       23,541             55,227  
INTEREST INCOME
          541             541  
INTEREST EXPENSE
          35,346             35,346  
EQUITY IN NET LOSS OF AFFILIATED COMPANY
          934             934  
OTHER INCOME/(EXPENSE), net
    10       (275 )           (265 )
                                 
Income/(loss) before provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    31,696       (12,473 )           19,223  
PROVISION FOR INCOME TAXES
          8,690             8,690  
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
          1,038             1,038  
                                 
Net income/(loss) before equity in income of subsidiaries and discontinued operations
    31,696       (22,201 )           9,495  
EQUITY IN INCOME OF SUBSIDIARIES
          32,898       (32,898 )      
                                 
Net income from continuing operations
    31,696       10,697       (32,898 )     9,495  
INCOME FROM DISCONTINUED OPERATIONS, net of tax
    1,202                   1,202  
                                 
Net income
  $ 32,898     $ 10,697     $ (32,898 )   $ 10,697  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


22


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING BALANCE SHEET
AS OF JUNE 30, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
ASSETS
CURRENT ASSETS:
                               
Cash and cash equivalents
  $ 896     $ 25,084     $     $ 25,980  
Trade accounts receivable, net of allowance for doubtful accounts
    29,536       30,119             59,655  
Prepaid expenses and other current assets
    2,351       5,169             7,520  
Deferred income tax asset
    2,282       500             2,782  
Current assets from discontinued operations
    4,743                   4,743  
                                 
Total current assets
    39,808       60,872             100,680  
PROPERTY AND EQUIPMENT, net
    25,528       22,027             47,555  
INTANGIBLE ASSETS, net
    1,795,691       67,606             1,863,297  
INVESTMENT IN SUBSIDIARIES
          1,915,948       (1,915,948 )      
INVESTMENT IN AFFILIATED COMPANY
          57,603             57,603  
OTHER ASSETS
    446       11,063               11,509  
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
    100,212                   100,212  
                                 
Total assets
  $ 1,961,685     $ 2,135,119     $ (1,915,948 )   $ 2,180,856  
                                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
                               
Accounts payable
  $ 613     $ 3,128     $     $ 3,741  
Accrued interest
          18,222             18,222  
Accrued compensation and related benefits
    2,997       16,408             19,405  
Income taxes payable
          3,003             3,003  
Other current liabilities
    2,061       14,499             16,560  
Current portion of long-term debt
          15,000             15,000  
Current liabilities from discontinued operations
    1,122                   1,122  
                                 
Total current liabilities
    6,793       70,260             77,053  
LONG-TERM DEBT, net of current portion
          922,500             922,500  
OTHER LONG-TERM LIABILITIES
    2,006       4,972             6,978  
DEFERRED INCOME TAX LIABILITY
    36,886       121,766             158,652  
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS
    52                   52  
                                 
Total liabilities
    45,737       1,119,498             1,165,235  
                                 
MINORITY INTEREST IN SUBSIDIARIES
          1,805             1,805  
STOCKHOLDERS’ EQUITY:
                               
Common stock
          99             99  
Accumulated other comprehensive income
          1,133             1,133  
Stock subscriptions receivable
          (1,681 )           (1,681 )
Additional paid-in capital
    1,131,724       1,042,883       (1,131,724 )     1,042,883  
Retained earnings (accumulated deficit)
    784,224       (28,618 )     (784,224 )     (28,618 )
                                 
Total stockholders’ equity
    1,915,948       1,013,816       (1,915,948 )     1,013,816  
                                 
Total liabilities and stockholders’ equity
  $ 1,961,685     $ 2,135,119     $ (1,915,948 )   $ 2,180,856  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


23


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2006
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
ASSETS
CURRENT ASSETS:
                               
Cash and cash equivalents
  $ 884     $ 31,522     $     $ 32,406  
Trade accounts receivable, net of allowance for doubtful accounts
    27,847       29,654             57,501  
Prepaid expenses and other current assets
    1,552       4,223             5,775  
Income tax receivable
          1,296             1,296  
Deferred income tax asset
    2,282       574             2,856  
Current assets from discontinued operations
    3,775       303             4,078  
                                 
Total current assets
    36,340       67,572             103,912  
PROPERTY AND EQUIPMENT, net
    26,843       22,161             49,004  
INTANGIBLE ASSETS, net
    1,811,126       70,650             1,881,776  
INVESTMENT IN SUBSIDIARIES
          1,929,896       (1,929,896 )      
INVESTMENT IN AFFILIATED COMPANY
          51,711             51,711  
OTHER ASSETS
    697       6,129             6,826  
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
    101,929       52             101,981  
                                 
Total assets
  $ 1,976,935     $ 2,148,171     $ (1,929,896 )   $ 2,195,210  
                                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
                               
Accounts payable
  $ 2,398     $ 7,620     $     $ 10,018  
Accrued interest
          19,273             19,273  
Accrued compensation and related benefits
    2,689       15,564             18,253  
Income taxes payable
          2,465             2,465  
Other current liabilities
    1,783       11,849             13,632  
Current portion of long-term debt
          7,513             7,513  
Current liabilities from discontinued operations
    1,153                   1,153  
                                 
Total current liabilities
    8,023       64,284             72,307  
LONG-TERM DEBT, net of current portion
          930,014             930,014  
OTHER LONG-TERM LIABILITIES
    2,112       6,840             8,952  
DEFERRED INCOME TAX LIABILITY
    36,886       128,730             165,616  
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS
    18       56             74  
                                 
Total liabilities
    47,039       1,129,924             1,176,963  
                                 
MINORITY INTEREST IN SUBSIDIARIES
          (20 )           (20 )
STOCKHOLDERS’ EQUITY:
                               
Common stock
          99             99  
Accumulated other comprehensive income
          967             967  
Stock subscriptions receivable
          (1,642 )           (1,642 )
Additional paid-in capital
    1,110,005       1,041,029       (1,110,005 )     1,041,029  
Retained earnings (accumulated deficit)
    819,891       (22,186 )     (819,891 )     (22,186 )
                                 
Total stockholders’ equity
    1,929,896       1,018,267       (1,929,896 )     1,018,267  
                                 
Total liabilities and stockholders’ equity
  $ 1,976,935     $ 2,148,171     $ (1,929,896 )   $ 2,195,210  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


24


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                               
Net income/(loss)
  $ 17,751     $ (5,509 )   $ (17,751 )   $ (5,509 )
Adjustments to reconcile net income to net cash from operating activities:
                               
Depreciation and amortization
    3,571       4,222             7,793  
Amortization of debt financing costs
          1,069             1,069  
Amortization of production content
          332             332  
Deferred income taxes
          (6,983 )           (6,983 )
Long-lived asset impairment
    15,901                   15,901  
Equity in net loss of affiliated company
          4,763             4,763  
Minority interest in income of subsidiaries
          1,825             1,825  
Stock-based compensation and other non-cash compensation
    655       1,570             2,225  
Amortization of contract inducement and termination fee
    (1,036 )                 (1,036 )
Effect of change in operating assets and liabilities, net of assets acquired:
                             
Trade accounts receivable
    (1,837 )     (317 )           (2,154 )
Prepaid expenses and other current assets
    (356 )     (1,493 )           (1,849 )
Income tax receivable
          1,296             1,296  
Other assets
    2       (2,316 )           (2,314 )
Due to corporate/from subsidiaries
    (34,392 )     34,392              
Accounts payable
    (230 )     (6,047 )           (6,277 )
Accrued interest
          (31 )           (31 )
Accrued compensation and related benefits
    (534 )     109             (425 )
Income taxes payable
          538             538  
Other current liabilities
    216       2,816             3,032  
Other long-term liabilities
    (119 )     (516 )           (635 )
Net cash from operating activities of discontinued operations
    420                   420  
                                 
Net cash flows from operating activities
    12       29,720       (17,751 )     11,981  
                                 
CASH FLOWS USED IN INVESTING ACTIVITIES:
                               
Purchase of property and equipment
          (3,879 )           (3,879 )
Equity investments
          (10,714 )           (10,714 )
Investment in subsidiaries
          (17,751 )     17,751        
Purchase of other intangible assets
          (80 )           (80 )
Deposits for station equipment and purchases
          (3,668 )           (3,668 )
                                 
Net cash flows (used in) investing activities
          (36,092 )     17,751       (18,341 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Repayment of debt
          (27 )           (27 )
Change in interest due on stock subscriptions receivable
          (39 )           (39 )
                                 
Net cash flows (used in) financing activities
          (66 )           (66 )
                                 
(DECREASE) IN CASH AND CASH EQUIVALENTS
    12       (6,438 )           (6,426 )
CASH AND CASH EQUIVALENTS, beginning of period
    884       31,522             32,406  
                                 
CASH AND CASH EQUIVALENTS, end of period
  $ 896     $ 25,084     $     $ 25,980  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


25


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                               
Net income
  $ 32,898     $ 10,697     $ (32,898 )   $ 10,697  
Adjustments to reconcile loss to net cash from operating activities:
                               
Depreciation and amortization
    2,881       4,497             7,378  
Amortization of debt financing costs
          1,044             1,044  
Amortization of production content
          2,108             2,108  
Deferred income taxes
          7,572             7,572  
Loss on write-down of investment
          270             270  
Equity in net losses of affiliated company
          934             934  
Minority interest in income of subsidiaries
          1,038             1,038  
Stock-based compensation and other non-cash compensation
    921       2,301             3,222  
Amortization of contract inducement and termination fee
    (460 )     (566 )           (1,026 )
Effect of change in operating assets and liabilities, net of assets acquired:
                               
Trade accounts receivable, net
    2,904       (8,265 )           (5,361 )
Prepaid expenses and other current assets
    (861 )     (1,102 )           (1,963 )
Income tax receivable
          (87 )           (87 )
Due to corporate/from subsidiaries
    (41,152 )     41,152              
Accounts payable
    (364 )     252             (112 )
Accrued interest
          264             264  
Accrued compensation and related benefits
    255       (2,568 )           (2,313 )
Income taxes payable
          (679 )           (679 )
Other liabilities
    1,915       3,154             5,069  
Net cash used in operating activities from discontinued operations
    706       (0 )           706  
                                 
Net cash flows (used in) from operating activities
    (357 )     62,016       (32,898 )     28,761  
                                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                               
Purchase of property and equipment
    (1,699 )     (3,799 )           (5,498 )
Equity investments
          (9,745 )           (9,745 )
Acquisitions
          (20,008 )           (20,008 )
Investment in subsidiaries
          (32,898 )     32,898        
Purchase of other intangible assets
          (234 )           (234 )
Deposits for station purchases
          (2,000 )           (2,000 )
Net cash used in investing activities from discontinued operations
    (769 )     (0 )           (769 )
                                 
Net cash flows (used in) investing activities
    (2,468 )     (68,684 )     32,898       (38,254 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Repayment of debt
    (20 )                 (20 )
Proceeds from exercise of stock options
          52             52  
Change in interest due on stock subscription receivable
          (37 )           (37 )
Proceeds from credit facility
          12,000             12,000  
Payment to minority interest shareholders
          (2,940 )           (2,940 )
                                 
Net cash flows (used in) from financing activities
    (20 )     9,075             9,055  
                                 
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (2,845 )     2,407             (438 )
CASH AND CASH EQUIVALENTS, beginning of period
    794       18,287             19,081  
                                 
CASH AND CASH EQUIVALENTS, end of period
  $ (2,051 )   $ 20,694     $     $ 18,643  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following information should be read in conjunction with “Selected Financial Data” and the Consolidated Financial Statements and Notes thereto included elsewhere in this report and the audited financial statements and Management’s Discussion and Analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2006.
 
Introduction
 
Revenue
 
We primarily derive revenue from the sale of advertising time and program sponsorships to local and national advertisers. Advertising revenue is affected primarily by the advertising rates our radio stations and programs are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of and demand for radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.
 
During the three and six months ended June 30, 2007, approximately 63% and 61% of our net revenue was generated from local advertising and approximately 35% and 36% was generated from national advertising, including network advertising. In comparison, during the three and six months ended June 30, 2006, approximately 62% and 60% of our net revenue was generated from local advertising and approximately 36% and 37% was generated from national spot advertising, including network advertising. The balance of revenue was generated from tower rental income, ticket sales and revenue related to our sponsored events, management fees and other revenue.
 
In the broadcasting industry, radio stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue from our spot inventory, we closely monitor the use of trade and barter agreements.
 
In December 2006, the Company completed the acquisition of certain net assets of Giant Magazine (“Giant”). Giant primarily derives revenue from the sale of advertising in the magazine, as well as newsstand and subscription revenue generated by sales of the magazine.
 
Expenses
 
Our significant broadcast expenses are (i) employee salaries and commissions, (ii) programming expenses, (iii) advertising and promotion expenses, (iv) rental of premises for office facilities and studios, (v) rental of transmission tower space and (vi) music license royalty fees. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources and management information systems and the overall programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies.
 
We generally incur advertising and promotional expenses to increase our audiences. However, because Arbitron reports ratings quarterly, any changed ratings and therefore the effect on advertising revenue, tends to lag behind the incurrence of advertising and promotional expenditures.
 
Measurement of Performance
 
We monitor the growth and operational results of our business using net income and the following key metrics:
 
(a) Net broadcast revenue:  The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net broadcast revenue. Net broadcast revenue consists of gross broadcast revenue, net of local and national agency and outside sales representative commissions consistent with industry practice. Net broadcast revenue is recognized in the period in which advertisements are broadcast. Net broadcast revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value.
 
(b) Station operating income:  Net (loss)/income before depreciation and amortization, income taxes, interest income, interest expense, equity in loss of affiliated company, minority interest in income of subsidiaries,


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impairment of long-lived assets, other income/expense, corporate expenses, non-cash and stock-based compensation expenses, and income from discontinued operations, net of tax is commonly referred to in our industry as station operating income. Station operating income is not a measure of financial performance under generally accepted accounting principles. Nevertheless, we believe station operating income is often a useful measure of a broadcasting company’s operating performance and is a significant basis used by our management to measure the operating performance of our stations within the various markets because station operating income provides helpful information about our results of operations, apart from expenses associated with our physical plant, income taxes provision, investments, debt financings, overhead and non-cash compensation. Station operating income is frequently used as one of the bases for comparing businesses in our industry, although our measure of station operating income may not be comparable to similarly titled measures of other companies. Station operating income does not purport to represent operating loss or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance.
 
(c) Station operating income margin:  Station operating income margin represents station operating income as a percentage of net broadcast revenue. Station operating income margin is not a measure of financial performance under generally accepted accounting principles. Nevertheless, we believe that station operating income margin is a useful measure of our performance because it provides helpful information about our profitability as a percentage of our net broadcast revenue.
 
Summary of Performance
 
The tables below provide a summary of our performance based on the metrics described above:
 
                                 
          Six Months Ended
 
    Three Months Ended June 30,     June 30,  
    2007     2006     2007     2006  
    (In thousands, except margin data)     (In thousands, except margin data)  
 
Net broadcast revenue
  $ 86,136     $ 91,423     $ 163,352     $ 168,420  
Station operating income
    38,462       44,778       70,513       78,964  
Station operating income margin
    44.7 %     49.0 %     43.2 %     46.9 %
Net (loss)/income
  $ (6,254 )   $ 8,104     $ (5,509 )   $ 10,697  
 
 
The reconciliation of net income to station operating income is as follows:
 
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2007     2006     2007     2006  
    (In thousands)     (In thousands)  
 
Net (loss)/income as reported
  $ (6,254 )   $ 8,104     $ (5,509 )   $ 10,697  
Add back non-station operating income items included in net income:
                               
Interest income
    (294 )     (204 )     (560 )     (541 )
Interest expense
    18,577       18,060       36,645       35,346  
(Benefit)/provision for income taxes
    (6,882 )     7,167       (6,332 )     8,690  
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
    7,810       6,299       15,104       12,969  
Non-cash compensation
    301       394       557       675  
Stock-based compensation
    814       1,371       1,668       2,715  
Equity in loss of affiliated company
    4,271       453       4,763       934  
Other (income)/expense, net
          (10 )     8       265  
Depreciation and amortization
    3,870       3,437       7,793       7,378  
Minority interest in income of subsidiaries
    919       364       1,825       1,038  
Impairment of long-lived assets
    15,901             15,901        
Income from discontinued operations, net of tax
    (571 )     (657 )     (1,350 )     (1,202 )
                                 
Station operating income
  $ 38,462     $ 44,778     $ 70,513     $ 78,964  
                                 


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RADIO ONE, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
 
 
The following table summarizes our historical consolidated results of operations:
 
Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006
(In thousands)
 
                                 
    Three Months Ended
             
    June 30,              
    2007     2006     Increase/(Decrease)  
    (Unaudited)     (Unaudited)              
 
Statements of Income:
                               
Net broadcast revenue
  $ 86,136     $ 91,423     $ (5,287 )     (5.8 )%
Operating expenses:
                               
Programming and technical, excluding non-cash and stock-based compensation
    19,469       18,698       771       4.1  
Selling, general and administrative, excluding non-cash and stock-based compensation
    28,205       27,947       258       0.9  
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
    7,810       6,299       1,511       24.0  
Non-cash compensation
    301       394       (93 )     (23.6 )
Stock-based compensation
    814       1,371       (557 )     (40.6 )
Depreciation and amortization
    3,870       3,437       433       12.6  
Impairment of long-lived assets
    15,901             15,901        
                                 
Total operating expenses
    76,370       58,146       18,224       31.3  
                                 
Operating income
    9,766       33,277       (23,511 )     (70.7 )
Interest income
    294       204       90       44.1  
Interest expense
    18,577       18,060       517       2.9  
Equity in loss of affiliated company
    4,271       453       3,818       842.8  
Other income, net
          10       (10 )     (100.0 )
                                 
(Loss)/income before (benefit)/provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    (12,788 )     14,978       (27,766 )     (185.4 )
(Benefit)/provision for income taxes
    (6,882 )     7,167       (14,049 )     (196.0 )
Minority interest in income of subsidiaries
    919       364       555       152.5  
                                 
Net (loss)/income from continuing operations
    (6,825 )     7,447       (14,272 )     (191.7 )
Income from discontinued operations, net of tax
    571       657       (86 )     (13.1 )
                                 
Net (loss)/income
  $ (6,254 )   $ 8,104     $ (14,358 )     (177.2 )%
                                 
 
Net broadcast revenue
 
                             
Three Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ 86,136     $ 91,423     $ (5,287 )     (5.8 )%
 
During the three months ended June 30, 2007, we recognized approximately $86.1 million in net broadcast revenue compared to approximately $91.4 million during the same period in 2006. These amounts are net of agency and outside sales representative commissions, which were approximately $10.3 million during the three months


29


 

ended 2007, compared to approximately $11.2 million during the same period in 2006. The decrease in net broadcast revenue was due primarily to a significant decline in net broadcast revenue from our Los Angeles station, a decline in Reach Media’s net revenue associated with advertising for the Tom Joyner television series which ended September 2006, and a decline in overall radio industry revenue in the markets in which we operate. These declines were slightly offset by increased net revenue resulting from the consolidation of the April through June 2007 operating results of Giant Magazine, which was acquired in December 2006. Excluding the operating results of Giant Magazine, our net broadcast revenue declined 6.1% for the three months ended June 30, 2007, compared to the same period in 2006.
 
Operating Expenses
 
Programming and technical, excluding non-cash and stock-based compensation
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 19,469     $ 18,698     $ 771       4.1 %
 
Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of our programming on our radio stations. Programming and technical expenses also include expenses associated with our research activities and music royalties. The increase in programming and technical expenses during the three months ended June 30, 2007 was due primarily to the consolidation of the April through June 2007 operating results of Giant Magazine, which was acquired in December 2006, and increases in on-air talent, research, music royalties, and travel expenses. Increased programming and technical expenses also resulted from expenses associated with two recently acquired and operated stations. These increased programming and technical expenses were partially offset by a reduction in television production costs associated with the Tom Joyner television series, which ended September 2006. Excluding the operating results of Giant Magazine, programming and technical expenses were unchanged for the three months ended June 30, 2007, compared to the same period in 2006.
 
Selling, general and administrative, excluding non-cash and stock-based compensation
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 28,205     $ 27,947     $ 258       0.9 %
 
Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities and personnel (outside of our corporate headquarters), marketing expenses, back office expenses, and the advertising traffic (scheduling and insertion) functions. The increase in selling, general and administrative expenses during the three months ended June 30, 2007, was due to the consolidation of the April through June 2007 operating results of Giant Magazine, which was acquired in December 2006, increased compensation expense and additional expenses associated with two recently acquired and operated stations. These increases were partially offset by decreased marketing and promotional spending. Excluding the operating results of Giant Magazine, selling, general and administrative expenses decreased 1.2% for the three months ended June 30, 2007, compared to the same period in 2006.
 
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 7,810     $ 6,299     $ 1,511       24.0 %
 
Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel. The increase in corporate expenses during the three months ended June 30, 2007 resulted primarily from additional legal and professional fees associated with the investigation of our past stock option grant practices, and to a lesser extent, increased compensation, contract labor and facilities expenses. These additional expenses were partially offset by a significant reduction in severance expenses. Excluding the legal and professional fees


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associated with the stock option grant investigation, corporate selling, general and administrative expenses decreased 2.4% for the three months ended June 30, 2007, compared to the same period in 2006.
 
Non-cash compensation
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 301     $ 394     $ (93 )     (23.6 )%
 
Non-cash compensation consists of expenses associated with certain officer retention bonuses. The decrease in non-cash compensation resulted from lower expenses associated with officer retention bonuses.
 
Stock-based compensation
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 814     $ 1,371     $ (557 )     (40.6 )%
 
Stock-based compensation consists of expenses associated with Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation expense over the service period for awards expected to vest. Stock based compensation also includes expenses associated with restricted stock grants. The decrease in stock-based compensation for the three months ended June 30, 2007 was primarily due to the completion of the vesting period for certain stock option grants.
 
Depreciation and amortization
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 3,870     $ 3,437     $ 433       12.6 %
 
The increase in depreciation and amortization for the three months ended June 30, 2007 was primarily due to an increase in amortization for the WMOJ-FM intellectual property acquisition made in September 2006 and an increase in depreciation for capital expenditures made since June 30, 2006.
 
Impairment of long-lived assets
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 15,901     $     $ 15,901        
 
The increase in impairment of long-lived assets for the three months ended June 30, 2007 was related to a one-time charge for the impairment of goodwill and radio broadcasting licenses in various markets.
 
Interest income
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 294     $ 204     $ 90       44.1 %
 
The increase in interest income for the three months ended June 30, 2007 is primarily due to higher average cash balances, cash equivalents and short-term investments and to fluctuations in interest rates.
 
Interest expense
 
                             
Three Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 18,577     $ 18,060     $ 517       2.9 %


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The increase in interest expense during the three months ended June 30, 2007 resulted primarily from fees associated with the operation of WPRS-FM (formerly WXGG-FM) pursuant to a local marketing agreement (LMA). The increase also resulted from higher market interest rates on the variable portion of our debt, which was partially offset by interest savings from debt pay downs made since June 30, 2006, resulting in lower over all net borrowings as of June 30, 2007.
 
Equity in loss of affiliated company
 
                             
Three Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ 4,271     $ 453     $ 3,818       842.8 %
 
The approximate $1.5 million increase in equity in loss of affiliated company during the three months ended June 30, 2007 is primarily attributable to a step-up in our percentage share of TV One’s losses related to TV One’s current capital structure.
 
(Benefit)/provision for income taxes
 
                             
Three Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ (6,882 )   $ 7,167     $ (14,049 )     (196.0 )%
 
The decrease in the provision for income taxes in comparison to the same period in 2006 was due primarily to a decrease in pre-tax income and loss for the quarter in addition to certain discrete items for the three months ended June 30, 2007. The discrete items related to the tax impact of impairment charges, cancellation of stock options and cumulative impact of Code Sec 162(m) adjustments. For the quarter ended June 30, 2007, our effective tax rate was 53.8%. As of June 30, 2007 the annual effective tax rate is projected at 51.1%, which is impacted by the permanent differences between income subject to tax for tax purposes versus book purposes, the cumulative impact of Code Sec 162(m) adjustments and the tax impact of impairments.
 
Minority interest in income of subsidiaries
 
                             
Three Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ 919     $ 364     $ 555       152.5 %
 
The increase in minority interest in income of subsidiaries is due primarily to a decrease in the net loss of certain consolidated entities for the three months ended June 30, 2007, compared to the same period in 2006.


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RADIO ONE, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
 
 
The following table summarizes our historical consolidated results of operations:
 
Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006
(In thousands)
 
                                 
    Six Months Ended
             
    June 30,              
    2007     2006     Increase/(Decrease)  
    (Unaudited)     (Unaudited)              
 
Statements of Income:
                               
Net broadcast revenue
  $ 163,352     $ 168,420     $ (5,068 )     (3.0 )%
Operating expenses:
                               
Programming and technical, excluding non-cash and stock-based compensation
    39,093       37,059       2,034       5.5  
Selling, general and administrative, excluding non-cash and stock-based compensation
    53,746       52,397       1,349       2.6  
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
    15,104       12,969       2,135       16.5  
Non-cash compensation
    557       675       (118 )     (17.5 )
Stock-based compensation
    1,668       2,715       (1,047 )     (38.6 )
Depreciation and amortization
    7,793       7,378       415       5.6  
Impairment of long-lived assets
    15,901             15,901        
                                 
Total operating expenses
    133,862       113,193       20,669       18.3  
                                 
Operating income
    29,490       55,227       (25,737 )     (46.6 )
Interest income
    560       541       19       3.5  
Interest expense
    36,645       35,346       1,299       3.7  
Equity in loss of affiliated company
    4,763       934       3,829       410.0  
Other expense, net
    8       265       (257 )     (97.0 )
                                 
(Loss)/Income before provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    (11,366 )     19,223       (30,589 )     (159.1 )
(Benefit)/Provision for income taxes
    (6,332 )     8,690       (15,022 )     (172.9 )
Minority interest in income of subsidiaries
    1,825       1,038       787       75.8  
                                 
Net (loss)/income from continuing operations
    (6,859 )     9,495       (16,354 )     (172.2 )
Income from discontinued operations, net of tax
    1,350       1,202       148       (12.3 )
                                 
Net (loss)/income
  $ (5,509 )   $ 10,697     $ (16,206 )     (151.5 )%
                                 
 
Net broadcast revenue
 
                             
Six Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ 163,352     $ 168,420     $ (5,068 )     (3.0 )%
 
During the six months ended June 30, 2007, we recognized approximately $163.4 million in net broadcast revenue compared to approximately $168.4 million during the same period in 2006. These amounts are net of agency and outside sales representative commissions, which were approximately $18.9 million during the six


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months ended 2007, compared to approximately $20.4 million during the same period in 2006. The decrease in net broadcast revenue was due primarily to a significant decline in net broadcast revenue from our Los Angeles station, a decline in Reach Media’s net revenue associated with advertising for the Tom Joyner television series which ended September 2006, and a decline in overall radio industry revenue in the markets in which we operate. These declines were slightly offset by increased net revenue resulting from the consolidation of the January through June 2007 operating results of Giant Magazine, which was acquired in December 2006. Excluding the operating results of Giant Magazine, our net broadcast revenue declined 4.0% for the six months ended June 30, 2007, compared to the same period in 2006.
 
Operating Expenses
 
Programming and technical, excluding non-cash and stock-based compensation
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 39,093     $ 37,059     $ 2,034       5.5 %
 
Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of our programming on our radio stations. Programming and technical expenses also include expenses associated with our research activities and music royalties. The increase in programming and technical expenses during the six months ended June 30, 2007 was due primarily to the consolidation of the January through June 2007 operating results of Giant Magazine, which was acquired in December 2006, and increases in on-air talent, research, music royalties, and tower expenses. Increased programming and technical expenses also resulted from expenses associated with two recently acquired and operated stations. These increased programming and technical expenses were partially offset by a reduction in television production costs associated with the Tom Joyner television series, which ended September 2006. Excluding the operating results of Giant Magazine, programming and technical expenses increased .6% for the six months ended June 30, 2007, compared to the same period in 2006.
 
Selling, general and administrative, excluding non-cash and stock-based compensation
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 53,746     $ 52,397     $ 1,349       2.6 %
 
Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities and personnel (outside of our corporate headquarters), marketing expenses, back office expenses, and the advertising traffic (scheduling and insertion) functions. The increase in selling, general and administrative expenses during the six months ended June 30, 2007, was due primarily to the consolidation of the January through June 2007 operating results of Giant Magazine, which was acquired in late December of 2006, increased events spending and additional expenses associated with two recently acquired and operated stations. Excluding the operating results of Giant Magazine, selling, general and administrative expenses increased .7% for the six months ended June 30, 2007, compared to the same period in 2006.
 
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 15,104     $ 12,969     $ 2,135       16.5 %
 
Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel. The increase in corporate expenses during the six months ended June 30, 2007 resulted primarily from additional legal and professional fees associated with the investigation of our past stock option grant practices, and to a lesser extent, increased compensation, contract labor and facilities expenses. These additional expenses were partially offset by a significant reduction in severance expenses. Excluding the legal and professional fees


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associated with the stock option grant investigation, corporate selling, general and administrative expenses decreased 4.4% for the six months ended June 30, 2007, compared to the same period in 2006.
 
Non-cash compensation
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 557     $ 675     $ (118 )     (17.5 )%
 
Non-cash compensation consists of expenses associated with certain officer retention bonuses. The decrease in non-cash compensation resulted from lower expenses associated with officer retention bonuses.
 
Stock-based compensation
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 1,668     $ 2,715     $ (1,047 )     (38.6 )%
 
Stock-based compensation consists of expenses associated with SFAS No. 123(R), “Share-Based Payment,” which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation expense over the service period for awards expected to vest. Stock based compensation also includes expenses associated with restricted stock grants. The decrease in stock-based compensation for the six months ended June 30, 2007 was primarily due to the completion of the vesting period for certain stock option grants.
 
Depreciation and amortization
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 7,793     $ 7,378     $ 415       5.6 %
 
The increase in depreciation and amortization for the six months ended June 30, 2007 was primarily due to an increase in amortization for the WMOJ-FM intellectual property acquisition made in September 2006 and an increase in depreciation for capital expenditures made since June 30, 2006.
 
Impairment of long-lived assets
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 15,901     $     $ 15,901        
 
The increase in impairment of long-lived assets for the six months ended June 30, 2007 was related to a one-time charge for impairment of goodwill and radio broadcasting licenses in various markets.
 
Interest income
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 560     $ 541     $ 19       3.5 %
 
The increase in interest income for the three months ended June 30, 2007 is primarily due to higher average cash balances, cash equivalents and short-term investments and to fluctuations in interest rates.
 
Interest expense
 
                             
Six Months Ended June 30,        
2007   2006   Increase/(Decrease)
 
$ 36,645     $ 35,346     $ 1,299       3.7 %


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The increase in interest expense resulted primarily from higher market interest rates on the variable portion of our debt, which was partially offset by interest savings from debt pay downs made since June 30, 2006, resulting in lower over all net borrowings as of June 30, 2007. The increase in interest expense also resulted from fees associated with the operation of WPRS-FM (formerly WXGG-FM) pursuant to a LMA, which began in April 2007.
 
Equity in loss of affiliated company
 
                             
Six Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ 4,763     $ 934     $ 3,829       410.0 %
 
The approximate $2.0 million increase in equity in loss of affiliated company during the six months ended June 30, 2007 is primarily attributable to a step-up in our percentage share of TV One’s losses related to TV One’s current capital structure.
 
(Benefit)/Provision for income taxes
 
                             
Six Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ (6,332 )   $ 8,690     $ (15,022 )     (172.9 )%
 
The decrease in the provision for income taxes was due primarily to a decrease in the pre-tax income for the six months ended June 30, 2007, compared to the same period in 2006. In addition, this decrease was also impacted by various discrete items on a year-to-date basis, including the tax impact of impairment charges, cancellation of stock options and cumulative impact of Code Sec 162(m) adjustments. Our effective tax rate on a year-to-date basis as of June 30, 2007 was 55.7% compared to 45.2% for the same period in 2006. As of June 30, 2007, our annual effective tax rate is projected at 51.1%, which is impacted by the permanent differences between income subject to tax for book purposes versus tax purposes, the cumulative impact of Code Sec 162(m) adjustments and the tax impact of impairments.
 
Minority interest in income of subsidiaries
 
                             
Six Months Ended June 30,              
2007     2006     Increase/(Decrease)  
 
$ 1,825     $ 1,038     $ 787       75.8 %
 
The increase in minority interest in income of subsidiaries is due to an increase in Reach Media’s net income and a decrease in the net loss of certain other consolidated entities for the six months ended June 30, 2007, compared to the same period in 2006.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Our primary source of liquidity is cash provided by operations and, to the extent necessary, commitments available under our amended and restated credit facilities and other debt or equity financing.
 
We have a credit agreement with a syndicate of banks (the “Credit Agreement”). The agreement was amended in April 2006 to modify certain financial covenants. The term of the Credit Agreement is seven years and the total amount available under the Credit Agreement is $800.0 million, consisting of a $500.0 million revolving facility and a $300.0 million term loan facility. Borrowings under the credit facilities are subject to compliance with provisions of the Credit Agreement, including but not limited to financial covenants. We may use proceeds from the credit facilities for working capital, capital expenditures made in the ordinary course of business, our common stock repurchase program, direct and indirect investments permitted under the Credit Agreement, and other lawful corporate purposes. The Credit Agreement contains affirmative and negative covenants that we must comply with, including (a) maintaining an interest coverage ratio of no less than 1.90 to 1.00 from January 1, 2006 to December 31, 2007, and no less than 2.25 to 1.00 from January 1, 2008 to December 31, 2008, and no less than 2.50 to 1.00 from January 1, 2009 and thereafter, (b) maintaining a total leverage ratio of no greater than 6.50 to 1.00 from January 1, 2006 to March 31, 2006, and no greater than 7.00 to 1.00 beginning April 1, 2006 to


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December 31, 2007, and no greater than 6.00 to 1.00 beginning January 1, 2008 and thereafter, (c) limitations on liens, (d) limitations on the sale of assets, (e) limitations on the payment of dividends, and (f) limitations on mergers, as well as other customary covenants. Simultaneous with entering into the Credit Agreement, we borrowed $437.5 million under the Credit Agreement to retire all outstanding obligations under our previous credit agreement. We were unable to meet the interest and leverage ratio covenants of 1.90 to 1.00 and 7.00 to 1.00, respectively, at June 30, 2007 and have received a waiver from compliance with the interest and leverage ratio covenants in the Credit Agreement until September 15, 2007.
 
As of June 30, 2007, we had approximately $362 million available for borrowing. Taking into consideration the covenants under the Credit Agreement, none of that amount was available to be drawn down. Both the term loan facility and the revolving facility under the Credit Agreement bear interest, at our option, at a rate equal to either (i) the London Interbank Offered Rate (“LIBOR”) plus a spread that ranges from 0.63% to 1.50%, or (ii) the prime rate plus a spread of up to 0.50%. The amount of the spread varies depending on our leverage ratio. We also pay a commitment fee that varies depending on certain financial covenants and the amount of unused commitment, up to a maximum of 0.375% per annum on the unused commitment of the revolving facility.
 
Under the Credit Agreement, we are required from time to time to protect ourselves from interest rate fluctuations using interest rate hedge agreements. As a result, we have entered into various fixed rate swap agreements designed to mitigate our exposure to higher floating interest rates. These swap agreements require that we pay a fixed rate of interest on the notional amount to a bank and that the bank pays to us a variable rate equal to three-month LIBOR. As of June 30, 2007, we had three swap agreements in place for a total notional amount of $75.0 million, and the periods remaining on these three swap agreements range in duration from 12 to 60 months.
 
Our credit exposure under the swap agreements is limited to the cost of replacing an agreement in the event of non-performance by our counter-party; however, we do not anticipate non-performance. All of the swap agreements are tied to the three-month LIBOR, which may fluctuate significantly on a daily basis. The valuation of each swap agreement is affected by the change in the three-month LIBOR and the remaining term of the agreement. Any increase in the three-month LIBOR results in a more favorable valuation, while a decrease results in a less favorable valuation.
 
The following table summarizes the interest rates in effect with respect to our debt as of June 30, 2007:
 
                 
    Amount
    Applicable
 
Type of Debt
  Outstanding     Interest Rate  
    (In millions)        
 
Senior bank term debt (swap matures June 16, 2012)(1)
  $ 25.0       5.97 %
Senior bank term debt (swap matures June 16, 2010)(1)
    25.0       5.77 %
Senior bank term debt (swap matures June 16, 2008)(1)
    25.0       5.63 %
Senior bank term debt (subject to variable interest rates)(2)
    225.0       6.88 %
Senior bank revolving debt (subject to variable interest rates)(2)
    137.5       6.88 %
87/8% senior subordinated notes (fixed rate)
    300.0       8.88 %
63/8% senior subordinated notes (fixed rate)
    200.0       6.88 %
 
 
(1) A total of $75.0 million is subject to fixed rate swap agreements that became effective in June 2005. Under our fixed rate swap agreements, we pay a fixed rate plus a spread based on our leverage ratio, as defined in our Credit Agreement. That spread is currently set at 1.50% and is incorporated into the applicable interest rates set forth above.
 
(2) Subject to rolling 90-day LIBOR plus a spread currently at 1.50% and incorporated into the applicable interest rate set forth above.
 
Our Credit Agreement and the indentures governing our senior subordinated notes require that we comply with certain financial covenants limiting our ability to incur additional debt. Such terms also place restrictions on us with respect to the sale of assets, liens, investments, dividends, debt repayments, capital expenditures, transactions with affiliates, consolidation and mergers, and the issuance of equity interests, among other things. Our Credit Agreement also requires compliance with financial tests based on financial position and results of operations,


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including a leverage ratio, an interest coverage ratio and a fixed charge coverage ratio, all of which could effectively limit our ability to borrow under the Credit Agreement or to otherwise raise funds in the debt market.
 
The following table provides a comparison of our statements of cash flows for the six months ended June 30, 2007 and 2006:
 
                 
    2007     2006  
    (In thousands)  
 
Net cash flows from operating activities
  $ 11,981     $ 28,761  
Net cash flows used in investing activities
    (18,341 )     (38,254 )
Net cash flows (used in) from financing activities
    (66 )     9,055  
 
Net cash flows from operating activities were approximately $12.0 million and $28.8 million for the six months ended June 30, 2007 and 2006, respectively. Cash flows from operating activities for the six months ended June 30, 2007 decreased from the prior year due primarily to a decrease in net income of approximately $15.0 million and a decrease in overall working capital.
 
Net cash flows used in investing activities were approximately $18.3 million and $38.3 million for the six months ended June 30, 2007 and 2006, respectively. Capital expenditures, including digital tower and transmitter upgrades, and deposits for station equipment and purchases were approximately $7.5 million for each of the six months ended June 30, 2007 and 2006. We funded approximately $8.5 million and $8.7 million of our investment commitment in TV One for the six months ended June 30, 2007 and 2006, respectively. Also, during the six months ended June 30, 2006, we acquired the assets of WHHL-FM (formerly WRD-FM), a radio station located in the St. Louis metropolitan area for approximately $20.0 million.
 
Net cash flows used in financing activities were $66,000 for the six months ended June 30, 2007 compared to net cash flows provided from financing activities of approximately $9.1 million for the six months ended June 30, 2006. During the six months ended June 30, 2006, we borrowed approximately $12.0 million from our credit facility and paid approximately $2.9 million in dividends to Reach Media’s minority interest shareholders.
 
From time to time we consider opportunities to acquire additional radio stations, primarily in the top 60 African-American markets, and to make strategic investments and divestitures. In July 2007, we acquired the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area, for approximately $2.6 million in seller financing. We have been operating WDBZ-AM pursuant to a LMA since August 2001. In April 2007, we entered into an agreement to acquire the assets of WPRS-FM (formerly WXGG-FM), a radio station located in the Washington, DC metropolitan area, for approximately $38.0 million in cash, and a local marketing agreement with Bonneville International Corporation to operate the radio station pending the completion of the acquisition. Subject to the necessary regulatory approvals, we expect to complete the acquisition in the first quarter of 2008. Other than our agreement with an affiliate of Comcast Corporation, DIRECTV and other investors to fund TV One (the balance of our commitment was approximately $13.7 million at June 30, 2007), we have no definitive agreements to make acquisitions of additional radio stations or to make strategic investments. We anticipate that any future acquisitions or strategic investments will be financed through funds generated from operations, cash on hand, equity financings, permitted debt financings, debt financings through unrestricted subsidiaries or a combination of these sources. However, there can be no assurance that financing from any of these sources, if available; will be available on favorable terms.
 
As of June 30, 2007, we had two standby letters of credit totaling $487,000 in connection with our annual insurance policy renewals. To date, there has been no activity on these standby letters of credit.
 
Our ability to meet our debt service obligations and reduce our total debt, our ability to refinance the 87/8% senior subordinated notes at or prior to their scheduled maturity date in 2011, and our ability to refinance the 63/8% senior subordinated notes at or prior to their scheduled maturity date in 2013 will depend upon our future performance which, in turn, will be subject to general economic conditions and to financial, business and other factors, including factors beyond our control. In the next twelve months, our principal liquidity requirements will be for working capital, continued business development, strategic investment opportunities and for general corporate purposes, including capital expenditures.


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We believe that, based on current levels of operations and anticipated internal growth, for the foreseeable future, cash flows from operations together with other available sources of funds will be adequate to make required payments of interest on our indebtedness, to fulfill our commitment to fund TV One, to fund acquisitions, to fund anticipated capital expenditures and working capital requirements and to enable us to comply with the payment terms of our debt agreements. However, in order to finance future acquisitions or investments, if any, we may require additional financing and there can be no assurance that we will be able to obtain such financing on terms acceptable to us.
 
Credit Rating Agencies
 
On a continuing basis, credit rating agencies such as Moody’s Investor Services and Standard & Poor’s evaluate our debt. As a result of their reviews, our credit rating could change. We believe that any significant downgrade in our credit rating could adversely impact our future liquidity. The effect of a change in our credit rating may limit or eliminate our ability to obtain debt financing, or include, among other things, interest rate changes under any future credit facilities, notes or other types of debt.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Our accounting policies are described in Note 1 of the Consolidated Financial Statements in our Annual Report on Form 10-K. We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. In Management’s Discussion and Analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2006, we summarized the policies and estimates that we believe to be most critical in understanding the judgments involved in preparing our financial statements and the uncertainties that could affect our results of operations, financial condition and cash flows. There have been no material changes in such policies or estimates since we filed our Annual Report on Form 10-K for the year ended December 31, 2006.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Board Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — Interpretation of SFAS No. 109,” which clarifies the accounting for uncertainty in income taxes. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 requires that the Company recognize the impact of a tax position in the financial statements, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN No. 48 are effective beginning January 1, 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The impact to the Company of adopting FIN No. 48 on its financial statements is a $923,000 increase to accumulated deficit and a corresponding increase to deferred income tax liability as of January 1, 2007.
 
CAPITAL AND COMMERCIAL COMMITMENTS
 
Long-term debt
 
Our long-term debt consists of obligations under our Credit Agreement, our 87/8% senior subordinated notes and our 63/8% senior subordinated notes.
 
Lease obligations
 
We have non-cancelable operating leases for office space, studio space, and broadcast towers and transmitter facilities that expire over the next 22 years.


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Operating Contracts and Agreements
 
We have other operating contracts and agreements including employment contracts, on-air contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements and other general operating agreements that expire over the next eight years.
 
Contractual Obligations Schedule
 
The following table represents our contractual obligations as of June 30, 2007:
 
                                                         
    Payments Due by Period  
    July-
                                     
    December
                            2012 and
       
Contractual Obligations
  2007     2008     2009     2010     2011     Beyond     Total  
    (In thousands)  
 
87/8% senior subordinated notes(1)
  $ 26,625     $ 26,625     $ 26,625     $ 26,625     $ 313,313     $ 0     $ 419,813  
63/8% senior subordinated notes(1)
    11,156       12,750       12,750       12,750       12,750       212,750       274,906  
Credit facilities(2)
    23,512       67,700       93,392       95,819       90,557       185,093       556,073  
Other operating contracts/agreements(3)(4)(5)
    24,264       33,803       27,073       17,719       11,088       33,437       147,384  
Operating lease obligations
    4,109       7,544       6,433       5,582       4,870       12,547       41,085  
                                                         
Total
  $ 89,666     $ 148,422     $ 166,273     $ 158,495     $ 432,578     $ 443,827     $ 1,439,261  
                                                         
 
 
(1) Includes interest obligations based on current effective interest rate on senior subordinated notes outstanding as of June 30, 2007.
 
(2) Includes interest obligations based on current effective interest rate and projected interest expense on credit facilities outstanding as of June 30, 2007.
 
(3) Includes employment contracts, severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements.
 
(4) Includes a retention bonus of approximately $2.0 million pursuant to an employment agreement with the Chief Administrative Officer (“CAO”) for remaining employed with the Company through and including October 31, 2008. If the CAO’s employment ends before October 31, 2008, the amount paid will be a pro rata portion of the retention bonus based on the number of days of employment between October 31, 2004 and October 31, 2008.
 
(5) Includes a retention bonus of approximately $7.0 million pursuant to an employment agreement with the Chief Financial Officer (“CFO”) for remaining employed with the Company through and including October 18, 2010. If the CFO’s employment ends before October 18, 2010, the amount paid will be a pro rata portion of the retention bonus based on the number of days of employment between October 18, 2005 and October 18, 2010.
 
Reflected in the obligations above, as of June 30, 2007, we had three swap agreements in place for a total notional amount of $75.0 million. The periods remaining on the swap agreements range in duration from 12 to 60 months. If we terminate our interest swap agreements before they expire, we will be required to pay early termination fees. Our credit exposure under these agreements is limited to the cost of replacing an agreement in the event of non-performance by our counter-party; however, we do not anticipate non-performance.
 
RELATED PARTY TRANSACTIONS
 
In July 2007, the Company acquired the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area from Blue Chip Communications, Inc. (“Blue Chip”) for approximately $2.6 million in seller financing. The financing is a 5.1% interest bearing loan payable monthly through July 2008. Blue Chip is owned by L. Ross Love, a former member of the Company’s board of directors. The transaction was approved by a special committee of independent directors appointed by the board of directors. Additionally, the Company retained an independent valuation firm to provide fair value appraisal of the station.


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not historical facts, but rather reflect our current expectations concerning future results and events. You can identify some of these forward-looking statements by our use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “likely,” “may,” “estimates” and similar expressions. We cannot guarantee that we will achieve these plans, intentions or expectations. Because these statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those forecast or anticipated in the forward-looking statements. These risks, uncertainties and factors include, but are not limited to:
 
  •  economic conditions, both generally and relative to the radio broadcasting industry;
 
  •  risks associated with our diversification strategy;
 
  •  the highly competitive nature of the broadcast industry;
 
  •  our high degree of leverage; and
 
  •  other factors described in our report on Form 10-K.
 
You should not place undue reliance on these forward-looking statements, which reflect our view as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
 
Item 3:   Quantitative and Qualitative Disclosures About Market Risk
 
For quantitative and qualitative disclosures about market risk affecting Radio One, see Item 7A: “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2006. Our exposure related to market risk has not changed materially since December 31, 2006.
 
Item 4.   Controls and Procedures
 
Evaluation of disclosure controls and procedures
 
We have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that as of such date, our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure controls objectives. Our management, including our CEO and CFO, has concluded that our disclosure controls and procedures are effective in reaching that level of reasonable assurance.
 
Changes in internal control over financial reporting
 
During the quarter ended June 30, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION
 
Item 1.   Legal Proceedings
 
There has been no material change to our legal proceedings as set forth in the most recently filed Form 10-K.
 
Item 1A.  Risk Factors
 
There have been no material changes to our risk factors as set forth in our most recently filed Form 10-K.
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3.   Defaults Upon Senior Securities
 
None.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
None.
 
Item 5.   Other Information
 
On August 6, 2007, Barry A. Mayo joined the Company as President of the Radio Division. In connection with his employment, the Company entered into an Employment Agreement dated August 6, 2007 (the “Agreement”) with Mr. Mayo, effective immediately. As compensation under the Agreement, Mr. Mayo will receive the following:
 
  •  annual base salary of $500,000, and annual increases of not less than 3%;
 
  •  a quarterly bonus potential up to $25,000 at the conclusion of each quarter, beginning with the fourth quarter of 2007, based on achievement of broadcast cash flow goals;
 
  •  discretionary annual incentive bonus in accordance with Company’s standard bonus payment schedule and policy based on performance and operating results of the Radio Division;
 
  •  a restricted stock grant of 50,000 shares of Class D common stock, vesting in two equal annual increments or upon a change in control;
 
  •  an option to purchase 50,000 shares of the Company’s Class D common stock, at an exercise price equal to the closing price of the stock on the grant date. The shares have a grant date value equal to $105,500.00 based on the method used by the Company for computing stock option expense for financial statement purposes. The option vests in two equal annual increments and shall vest fully in the event of a change in control.
 
The Agreement provides for potential severance payments as follows:
 
  •  a pro rata portion of any bonus earned, if employment is terminated due to death or disability;
 
  •  in the event of termination without cause, severance in the amount of $300,000.
 
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed with this Form 10-Q as Exhibit 10.2 and is incorporated herein by reference.
 
Prior to his appointment as President of the Radio Division at Radio One, Mr. Mayo, age 55, served as a consultant to the Company from July 2006 until he joined Radio One. He was Sr. Vice President and Market Manager of Emmis Communications Corporation, a publicly held radio broadcasting and media company, from 2003 to 2006. Prior to that Mr. Mayo was a consultant with Mayomedia, a media consulting firm he founded in 1995.


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Item 6.   Exhibits
 
         
  10 .1   Waiver to Credit Agreement, dated July 12, 2007, by and among Radio One, Inc., the several Lenders party thereto, and Wachovia Bank, National Association, as Administrative Agent.
  10 .2   Employment Agreement dated August 6, 2007 between Radio One, Inc. and Barry A. Mayo.
  31 .1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1   Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32 .2   Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURE
 
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.
 
RADIO ONE, INC.
 
   
/s/  SCOTT R. ROYSTER
Scott R. Royster
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
 
August 9, 2007


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