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URBAN ONE, INC. - Quarter Report: 2007 March (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 March 31, 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 June 15, 2007
 
 
Class A Common Stock, $.001 Par Value
    4,925,689  
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
    87,950,266  
 


 

 
TABLE OF CONTENTS
 
                 
        Page
 
PART I. FINANCIAL INFORMATION
  Consolidated Statements of Income for the Three Months Ended March 31, 2007 and 2006 (Unaudited)   3
    Consolidated Balance Sheets as of March 31, 2007 (Unaudited) and December 31, 2006   4
    Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2007 (Unaudited)   5
    Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 (Unaudited)   6
    Notes to Consolidated Financial Statements (Unaudited)   7
    Consolidating Financial Statements   18
    Consolidating Statement of Income for the Three Months Ended March 31, 2007 (Unaudited)   19
    Consolidating Statement of Income for the Three Months Ended March 31, 2006 (Unaudited)   20
    Consolidating Balance Sheet as of March 31, 2007 (Unaudited)   21
    Consolidating Balance Sheet as of December 31, 2006 (Unaudited)   22
    Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2007 (Unaudited)   23
    Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2006 (Unaudited)   24
  Management’s Discussion and Analysis of Financial Condition and Results of Operations   25
  Quantitative and Qualitative Disclosures About Market Risk   35
  Controls and Procedures   35
 
  Legal Proceedings   36
  Risk Factors   36
  Unregistered Sales of Equity Securities and Use of Proceeds   36
  Defaults Upon Senior Securities   36
  Submission of Matters to a Vote of Security Holders   36
  Other Information   36
  Exhibits   36
    SIGNATURES   37


2


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
 
                 
    Three Months Ended March 31,  
    2007     2006  
    (Unaudited)  
    (In thousands, except share data)  
 
NET BROADCAST REVENUE
  $ 82,472     $ 81,563  
                 
OPERATING EXPENSES:
               
Programming and technical
    21,019       19,532  
Selling, general and administrative
    28,504       27,769  
Corporate selling, general and administrative
    7,843       7,328  
Depreciation and amortization
    4,196       4,266  
                 
Total operating expenses
    61,562       58,895  
                 
Operating income
    20,910       22,668  
INTEREST INCOME
    267       337  
INTEREST EXPENSE
    18,070       17,286  
EQUITY IN LOSS OF AFFILIATED COMPANY
    492       481  
OTHER EXPENSE, net
    8       276  
                 
Income before provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    2,607       4,962  
PROVISION FOR INCOME TAXES
    957       1,592  
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
    906       674  
                 
Net income from continuing operations
    744       2,696  
LOSS FROM DISCONTINUED OPERATIONS, net of tax
          103  
                 
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS
  $ 744     $ 2,593  
                 
BASIC AND DILUTED NET INCOME PER COMMON SHARE
  $ 0.01     $ 0.03  
                 
WEIGHTED AVERAGE SHARES OUTSTANDING:
               
Basic
    98,710,633       98,704,884  
                 
Diluted
    98,710,633       98,743,376  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.


3


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
                 
    March 31,
    December 31,
 
    2007     2006  
    (Unaudited)        
    (In thousands, except
 
    share data)  
 
ASSETS
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 31,505     $ 32,406  
Trade accounts receivable, net of allowance for doubtful accounts of $3,840 and $4,064 respectively
    51,895       61,101  
Prepaid expenses and other current assets
    6,011       5,957  
Income tax receivable
          1,296  
Deferred income tax asset
    2,753       2,856  
Current assets from discontinued operations
    303       296  
                 
Total current assets
    92,467       103,912  
PROPERTY AND EQUIPMENT, net
    52,580       53,945  
GOODWILL
    157,795       157,795  
RADIO BROADCASTING LICENSES
    1,771,311       1,771,311  
OTHER INTANGIBLE ASSETS, net
    47,396       49,151  
INVESTMENT IN AFFILIATED COMPANY
    51,567       51,711  
OTHER ASSETS
    8,159       6,957  
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
    9       428  
                 
Total assets
  $ 2,181,284     $ 2,195,210  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
Accounts payable
  $ 4,846     $ 10,078  
Accrued interest
    8,996       19,273  
Accrued compensation and related benefits
    19,089       18,811  
Income taxes payable
    1,415       2,465  
Other current liabilities
    13,721       13,742  
Current portion of long-term debt
    11,263       7,513  
Current liabilities from discontinued operations
    349       425  
                 
Total current liabilities
    59,679       72,307  
LONG-TERM DEBT, net of current portion
    926,261       930,014  
OTHER LONG-TERM LIABILITIES
    11,230       9,026  
DEFERRED INCOME TAX LIABILITY
    165,098       165,616  
                 
Total liabilities
    1,162,268       1,176,963  
                 
MINORITY INTEREST IN SUBSIDIARIES
    886       (20 )
STOCKHOLDERS’ EQUITY:
               
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at March 31, 2007 and December 31, 2006
           
Common stock — Class A, $.001 par value, 30,000,000 shares authorized; 5,716,395 and 6,319,660 shares issued and outstanding as of March 31, 2007 and December 31, 2006, respectively
    6       6  
Common stock — Class B, $.001 par value, 150,000,000 shares authorized; 2,867,463 shares issued and outstanding
    3       3  
Common stock — Class C, $.001 par value, 150,000,000 shares authorized; 3,132,458 shares issued and outstanding
    3       3  
Common stock — Class D, $.001 par value, 150,000,000 shares authorized; 86,994,317 and 86,391,052 shares issued and outstanding as of March 31, 2007 and December 31, 2006, respectively
    87       87  
Accumulated other comprehensive income
    725       967  
Stock subscriptions receivable
    (1,662 )     (1,642 )
Additional paid-in capital
    1,041,333       1,041,029  
Accumulated deficit
    (22,365 )     (22,186 )
                 
Total stockholders’ equity
    1,018,130       1,018,267  
                 
Total liabilities and stockholders’ equity
  $ 2,181,284     $ 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 THREE MONTHS ENDED MARCH 31, 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     Income     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 income:
                                                                                       
Net income
                                $ 744                           744       744  
Change in unrealized income on derivative and hedging activities, net of taxes
                                  (242 )     (242 )                       (242 )
                                                                                         
Comprehensive income
                                          $ 502                                          
                                                                                         
Adjustment of basis for investment in affiliated company
                                                      (652 )           (652 )
Vesting of non-employee restricted stock
                                                      (1 )           (1 )
Cumulative impact of change in accounting for uncertainties in income taxes
                                                            (923 )     (923 )
Stock-based compensation expense
                                                      957             957  
Interest income on stock subscriptions receivable
                                                (20 )                 (20 )
                                                                                         
BALANCE, as of March 31, 2007
  $     $ 6     $ 3     $ 3     $ 87             $ 725     $ (1,662 )   $ 1,041,333     $ (22,365 )   $ 1,018,130  
                                                                                         
 
The accompanying notes are an integral part of these consolidated financial statements.


5


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                 
    Three Months Ended
 
    March 31,  
    2007     2006  
    (Unaudited)  
    (In thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 744     $ 2,593  
Adjustments to reconcile net income to net cash from operating activities:
               
Depreciation and amortization
    4,196       4,266  
Amortization of debt financing costs
    536       513  
Amortization of production content
    159       679  
Deferred income taxes
    (216 )     858  
Write-down of investment
          270  
Equity in loss of affiliated company
    492       481  
Minority interest in income of subsidiaries
    906       674  
Stock-based and other non-cash compensation
    1,213       1,792  
Amortization of contract inducement and termination fee
    (561 )     (542 )
Effect of change in operating assets and liabilities, net of assets acquired:
               
Trade accounts receivable
    9,206       8,167  
Prepaid expenses and other assets
    (250 )     (1,475 )
Income tax receivable
    1,296       (43 )
Other assets
    (561 )      
Accounts payable
    (5,232 )     1,191  
Accrued interest
    (10,277 )     (9,773 )
Accrued compensation and related benefits
    22       (3,893 )
Income taxes payable
    (1,050 )     (186 )
Deferred income
    515        
Other current liabilities
    (340 )     4,117  
Other long-term liabilities
    2,435       (520 )
Net cash from (used in) operating activities from discontinued operations
    335       (57 )
                 
Net cash flows from operating activities
    3,568       9,112  
                 
CASH FLOWS USED IN INVESTING ACTIVITIES:
               
Purchases of property and equipment
    (1,309 )     (1,934 )
Equity investments
    (1,000 )     (528 )
Purchase of other intangible assets
    (16 )     (147 )
Deposits for station equipment and purchases
    (2,121 )     (2,000 )
Net cash (used in) investing activities from discontinued operations
          (3 )
                 
Net cash flows used in investing activities
    (4,446 )     (4,612 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Repayment of debt
    (3 )     (4 )
Proceeds from exercise of stock options
          52  
Change in interest due on stock subscriptions receivable
    (20 )     (18 )
                 
Net cash flows (used in) from financing activities
    (23 )     30  
                 
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (901 )     4,530  
CASH AND CASH EQUIVALENTS, beginning of period
    32,406       19,081  
                 
CASH AND CASH EQUIVALENTS, end of period
  $ 31,505     $ 23,611  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid for:
               
Interest
  $ 27,291     $ 26,192  
                 
Income taxes
  $ 106     $ 1,328  
                 
 
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 income, balance sheet or cash flow amounts.
 
(b)   Financial Instruments
 
Financial instruments as of March 31, 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 March 31, 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 $307.5 million and $309.8 million as of March 31, 2007 and December 31, 2006, respectively. The 63/8% senior subordinated notes had a fair value of approximately $183.5 million and $187.0 million as of March 31, 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 $9.2 million and $9.7 million during the three months ended March 31, 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 March 31, 2007 and 2006, barter transactions reflected in net broadcast revenue were $796,000 and $59,000, respectively. Additionally, barter transaction costs reflected in programming and technical expenses and selling, general and administrative expenses were $740,000 and $11,000 and $57,000 and $0, in the respective three months ended March 31, 2007 and 2006.


7


 

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

(e)   Stock-Based Compensation
 
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes (“BSM”) valuation model, which is consistent with our valuation methodologies previously used for options in footnote disclosures required under SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Such fair value is recognized as an expense over the service period, net of estimated forfeitures, using the straight-line method under SFAS No. 123(R). Estimating the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimates. See Note 9 — Stockholders’ Equity.
 
(f)   Comprehensive Income
 
The Company’s comprehensive income consists of net 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
 
    March 31,  
    2007     2006  
    (In thousands)  
 
Net income
  $ 744     $ 2,593  
Other comprehensive (loss) income (net of tax benefit and provision of $199 and $495, respectively):
               
Derivative and hedging activities
    (242 )     698  
                 
Comprehensive income
  $ 502     $ 3,291  
                 
 
(g)   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.


8


 

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

2.   ACQUISITIONS:
 
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. Since 2001, the station has been and will continue to be consolidated within the Company’s existing Cincinnati operations under a local marketing agreement (“LMA”) until closing. Subject to the necessary regulatory approvals, the Company expects to complete this acquisition during the second half of 2007.
 
In December 2006, the Company completed the acquisition of certain net assets of Giant Magazine (“Giant”), a publishing company located in the New York City metropolitan area, for $367,000 in cash, inclusive of closing costs. The Company’s preliminary purchase price allocation consisted of approximately $1.8 million to current assets, $189,000 to fixed assets, $211,000 to definitive-lived intangibles (trade names), approximately $1.8 million to current liabilities and $14,000 to long-term debt (capital lease) on the Company’s consolidated balance sheet as of March 31, 2007.
 
In September 2006, the Company completed the acquisition of the assets of WIFE-FM, a radio station located in the Cincinnati metropolitan area, for approximately $18.0 million in cash. In connection with the transaction, the Company also acquired the intellectual property of radio station WMOJ-FM, also in the Cincinnati market, for approximately $5.0 million in cash and changed WIFE-FM’s call sign to WMOJ-FM. The station has been consolidated with the Company’s existing Cincinnati operations. The Company’s preliminary purchase price allocation consisted of $198,000 to transmitters and towers and approximately $5.0 million to definite-lived intangibles (intellectual property) and $18.1 million to radio broadcasting licenses on the Company’s consolidated balance sheet as of March 31, 2007.
 
In May 2006, the Company acquired the assets of WHHL-FM (formerly WRDA-FM), a radio station located in the St. Louis metropolitan area, for approximately $20.0 million in cash. The Company began operating the station under a LMA in October 2005, 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 Company’s existing St. Louis operations. The Company’s purchase price allocation consisted of $364,000 to definite-lived intangibles (a favorable transmitter lease), $180,000 to goodwill, $228,000 to transmitters and towers, and approximately $19.3 million to radio broadcasting licenses on the Company’s consolidated balance sheet as of March 31, 2007.
 
3.   DISCONTINUED OPERATIONS:
 
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 assets and liabilities of WILD-FM have been classified as held for sale and reflected as discontinued operations as of March 31, 2007 and December 31, 2006 and its results of operations for the three month period ended March 31, 2006 have been reflected as discontinued operations in the accompanying consolidated financial statements. 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).


9


 

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

The following table summarizes the operating results for WILD-FM for the three months ended March 31, 2006:
 
         
    Three Months Ended
 
    March 31, 2006  
    (In thousands)  
 
Net broadcast revenue
  $ 520  
Station operating expenses
    605  
Depreciation
    90  
         
Loss before income taxes
    (175 )
Benefit for income taxes
    72  
         
Net loss from discontinued operations, net of tax
  $ (103 )
         
 
The assets and liabilities of WILD-FM classified as discontinued operations in the accompanying consolidated balance sheets consisted of the following:
 
                 
    March 31,
    December 31,
 
    2007     2006  
    (In thousands)  
 
Currents assets:
               
Prepaid expenses and other current assets
  $ 303     $ 296  
                 
Total current assets
    303       296  
Property and equipment, net
    9       428  
                 
Total assets
  $ 312     $ 724  
                 
Current liabilities:
               
Other current liabilities
  $ 349     $ 425  
                 
Total current liabilities
    349       425  
                 
Total liabilities
  $ 349     $ 425  
                 
 
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. The carrying amount of goodwill at both December 31, 2006 and March 31, 2007 was approximately $157.8 million.


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:
 
                     
    March 31,
    December 31,
    Period of
    2007     2006     Amortization
    (In thousands)      
 
Trade names
  $ 26,560     $ 26,565     2-5 Years
Talent agreements
    19,549       19,549     10 Years
Debt financing costs
    17,780       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
    5,680       5,675     6-60 Years
                     
      91,509       91,495      
Less: Accumulated amortization
    (44,113 )     (42,344 )    
                     
Other intangible assets, net
  $ 47,396     $ 49,151      
                     
 
Amortization expense of intangible assets for the three months ended March 31, 2007 and 2006 was approximately $1.2 million and $1.1 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, LLC (“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 $51.6 million as of March 31, 2007. As of March 31, 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 months ended March 31, 2007 and 2006, the Company’s allocable share of TV One’s losses was $492,000 and $481,000, respectively. Under the hypothetical liquidation at book value approach, the increase in the Company’s claim on the change in net assets of TV One resulting from TV One’s buyback of equity from a certain TV One investor, resulted in a decrease of $652,000 and an increase of $325,000 in additional paid-in capital of the Company for the three months ended March 31, 2007 and 2006, respectively, in accordance with SAB No. 51, “Accounting for Sales of Stock by a Subsidiary.”


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 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 $1.1 million and $624,000 of revenue relating to these two agreements for the three months ended March 31, 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. The Company accounts for the swap agreements using the mark-to-market method of accounting.
 
The swap agreements had the following terms:
 
                         
Agreement
  Notional Amount     Expiration     Fixed Rate  
 
No. 1
  $ 25.0 million       June 16, 2007       4.08 %
No. 2
    25.0 million       June 16, 2008       4.13  
No. 3
    25.0 million       June 16, 2010       4.27  
No. 4
    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 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 March 31, 2007 to be a receivable of approximately $1.3 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 March 31, 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 income. In the event of early termination of these swap 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.


12


 

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

7.   LONG-TERM DEBT:
 
Long-term debt consists of the following:
 
                 
    March 31,
    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
    24       27  
                 
Total long-term debt
    937,524       937,527  
Less: current portion
    (11,263 )     (7,513 )
                 
Long term debt, net of current portion
  $ 926,261     $ 930,014  
                 
 
Credit Facilities
 
In June 2005, the Company entered into a new 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, 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 ratio covenant at March 31, 2007 and have received a waiver from compliance with the interest ratio covenant in the Credit Agreement until July 13, 2007. The waiver also extended the due date for the delivery of our consolidated financial statements for the quarter ended March 31, 2007. We expect that with the filing of this Form 10-Q we will be in compliance with the requirements for delivery of our consolidated financial statements.
 
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 March 31, 2007 are as follows:
 
                         
    Senior
             
    Subordinated
    Credit
    Capital
 
    Notes     Facilities     Leases  
    (In thousands)  
 
April — December, 2007
  $     $ 7,500       10  
2008
          37,500       14  
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       24  
                         
 
8.   INCOME TAXES:
 
The effective tax rate for the three month period ended March 31, 2007 was 32.5%. This rate is lower than the projected annual effective tax rate due to the tax impact of discrete items during the three months ended March 31, 2007. These items include the current year benefit of the reversal of state tax reserves due to expired statutes. As of March 31, 2007, the Company’s annual effective tax rate, exclusive of discrete items, is projected at 42.1%, which reflects the permanent differences between income for book versus tax purposes and the non-deductibility of certain stock-based compensation.
 
As previously noted, the Company adopted SFAS No. 123(R) 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 due to the unfavorable tax treatment of the Company’s book compensation expense for incentive stock options.
 
In June 2005, the State of Ohio enacted a law that will phase-out the corporation franchise tax and phase-in a commercial activity tax over a five-year period. The new commercial activity tax is based on gross receipts, and is not considered an income tax for SFAS No. 109, “Accounting for Income Taxes,” purposes. In 2005, based on the enacted law, the Company determined that the likelihood of a reversal of the deferred tax liabilities related to intangible assets within the five-year period of the phase-out was unlikely. In 2006, the remaining Ohio deferred tax balances were adjusted to reflect the impact of the 2006 phase-in of the new tax law. As a result, the Company expects a benefit to its effective tax rate related to the current year tax amortization of the Ohio intangibles since no deferred tax liabilities will be created related to this amortization. It is expected that no additional deferred tax liability will result from the amortization of these intangibles during the remaining portion of the five-year phase-out period.
 
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 March 31, 2007 was approximately $4.7 million. An estimate of the possible change prior to March 31, 2008 is a decrease in the amount of unrecognized tax benefits of $118,000 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 income for the quarter ended March 31, 2007 and our consolidated balance sheet as of that date include interest savings of $36,000 and accrued interest of $55,000, respectively.
 
As of January 1, 2007, the Company is subject to United States federal income tax examinations for the tax years ended December 31, 2004 through 2006. In addition, the Company is subject to state and local income tax examinations for 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 March 31, 2007, 5,248,063 shares were available for grant. The options are exercisable in installments determined by the compensation committee of the Company’s board of directors. 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 BSM 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 granted 100,000 and 12,500 stock options during the three months ended March 31, 2007 and 2006, respectively. The per share weighted-average fair values of options granted during the three months ended March 31, 2007 and 2006 were $3.94 and $5.49, respectively, on the date of grant. These fair values were derived using the BSM with the following weighted-average assumptions.
 
                 
    For the Three Months
 
    Ended March 31,  
    2007     2006  
 
Average risk-free interest rate
    4.81%       4.32%  
Expected dividend yield
    0.00%       0.00%  
Expected lives
    7.7 years       7.7 years  
Expected volatility
    40%       40%  
 
Transactions and other information relating to the stock options for the period ended March 31, 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
    (67,000 )     15.29                  
                                 
Balance as of March 31, 2007
    5,909,000     $ 14.38       6.40        
                                 
Vested and expected to vest as of March 31, 2007
    5,494,000       14.38       6.40        
Unvested as of March 31, 2007
    1,175,000       12.90       8.21        
Exercisable as of March 31, 2007
    4,734,000     $ 14.75       5.93        


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 March 31, 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 March 31, 2007. This amount changes based on the fair market value of the Company’s stock. The number of options vested during the three months ended March 31, 2007 was 9,083.
 
As of March 31, 2007, approximately $5.1 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 $8.35 at March 31, 2007.
 
Transactions and other information relating to restricted stock grants for the period ended March 31, 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
    80,000       7.50  
Vested
             
Forfeited, Cancelled, Expired
           
                 
Unvested as of March 31, 2007
    96,500     $ 9.59  
                 
 
 
(1) The restricted stock grants were included in the Company’s outstanding share numbers on the effective date of grant.
 
As of March 31, 2007, $569,000 of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over a weighted-average period of three years. The stock option weighted-average fair value per share was $3.94 at March 31, 2007.
 
10.   CONTRACT TERMINATION:
 
In September 2005, the Company terminated its national sales representation agreements with Interep National Radio Sales, Inc. (“Interep”), and entered into new agreements with Katz Communications, Inc. (“Katz”), whereby Katz became the Company’s sole national sales representative. Interep had previously acted as a national sales representative for approximately half of the Company’s national advertising business, while Katz represented the remaining half. Katz paid the Company $3.4 million as an inducement to enter into the new agreements. Katz also agreed to pay Interep approximately $5.3 million to satisfy the Company’s termination obligations stemming from the previous sales representation agreements with Interep. Accordingly, the Company recorded the termination obligation of approximately $5.3 million as a one-time charge in selling, general and administrative expense for the year ended December 31, 2005. Both the $3.4 million inducement and the approximately $5.3 million termination amounts are being amortized over the four-year life of the new Katz agreements as a reduction to selling, general and administrative expense. As of March 31, 2007, approximately $3.1 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.
 
11.   RELATED PARTY TRANSACTION:
 
In March 2007, the Company signed an agreement to acquire 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.


16


 

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

Blue Chip is owned by L. Ross Love, a 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. The Company continues to operate and consolidate the financial results of WDBZ-AM under a LMA for no annual fee until closing, which is expected to take place in the second half of 2007.
 
12.   SUBSEQUENT EVENTS:
 
KTTB-FM Disposition
 
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 these stations will be classified as held for sale and reflected as discontinued operations in June 2007. At that time, the results of operations for the quarterly and year-to-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 second half 2007, subject to necessary regulatory approvals.
 
Dayton and Louisville Stations Disposition
 
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 will be classified as held for sale and reflected as discontinued operations in May 2007. At that time, the results of operations for the quarterly and year-to-to-date periods going forward for 2007 and 2006 will be reflected as discontinued operations in the consolidated financial statements. Subject to the necessary regulatory approvals, the transaction is expected to close during the second half of 2007.
 
WPRS-FM Acquisition
 
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 LMA in April 2007 and the financial results since inception of the LMA will be 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 half of 2008.


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 March 31, 2007 and 2006 and for the three-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 INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
NET BROADCAST REVENUE
  $ 41,223     $ 41,249     $     $ 82,472  
                                 
OPERATING EXPENSES:
                               
Programming and technical
    8,345       12,674             21,019  
Selling, general and administrative
    15,301       13,203             28,504  
Corporate selling, general and administrative
          7,843             7,843  
Depreciation and amortization
    1,806       2,390             4,196  
                                 
Total operating expenses
    25,452       36,110             61,562  
                                 
Operating income
    15,771       5,139             20,910  
INTEREST INCOME
          267             267  
INTEREST EXPENSE
          18,070             18,070  
EQUITY IN LOSS OF AFFILIATED COMPANY
          492             492  
OTHER EXPENSE, net
          8             8  
                                 
Income (loss) before provision for income taxes, minority interest in income of subsidiaries
    15,771       (13,164 )           2,607  
PROVISION FOR INCOME TAXES
          957             957  
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
          906             906  
                                 
Net income (loss) before equity in income of subsidiaries
    15,771       (15,027 )           744  
EQUITY IN INCOME OF SUBSIDIARIES
          15,771       (15,771 )      
                                 
Net income
  $ 15,771     $ 744     $ (15,771 )   $ 744  
                                 
 
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 MARCH 31, 2006
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
NET BROADCAST REVENUE
  $ 38,258     $ 43,305     $     $ 81,563  
                                 
OPERATING EXPENSES:
                               
Programming and technical
    7,806       11,726             19,532  
Selling, general and administrative
    14,710       13,059             27,769  
Corporate selling, general and administrative
          7,328             7,328  
Depreciation and amortization
    2,019       2,247             4,266  
                                 
Total operating expenses
    24,535       34,360             58,895  
                                 
Operating income
    13,723       8,945             22,668  
INTEREST INCOME
          337             337  
INTEREST EXPENSE
          17,286             17,286  
EQUITY IN NET LOSS OF AFFILIATED COMPANY
          481             481  
OTHER EXPENSE, net
          276             276  
                                 
Income (loss) before provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    13,723       (8,761 )           4,962  
PROVISION FOR INCOME TAXES
          1,592             1,592  
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
          674             674  
                                 
Net income (loss) before equity in income of subsidiaries and discontinued operations
    13,723       (11,027 )           2,696  
EQUITY IN INCOME OF SUBSIDIARIES
          13,723       (13,723 )      
                                 
Net income (loss) from continuing operations
    13,723       2,696       (13,723 )     2,696  
LOSS FROM DISCONTINUED OPERATIONS, net of tax
          103             103  
                                 
Net income
  $ 13,723     $ 2,593     $ (13,723 )   $ 2,593  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


20


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
ASSETS
CURRENT ASSETS:
                               
Cash and cash equivalents
  $ 574     $ 30,931     $     $ 31,505  
Trade accounts receivable, net of allowance for doubtful accounts
    27,700       24,195             51,895  
Prepaid expenses and other current assets
    1,995       4,016             6,011  
Deferred income tax asset
    2,282       471             2,753  
Current assets from discontinued operations
          303             303  
                                 
Total current assets
    32,551       59,916             92,467  
PROPERTY AND EQUIPMENT, net
    30,704       21,876             52,580  
INTANGIBLE ASSETS, net
    1,907,399       69,103             1,976,502  
INVESTMENT IN SUBSIDIARIES
          1,926,298       (1,926,298 )      
INVESTMENT IN AFFILIATED COMPANY
          51,567             51,567  
OTHER ASSETS
    661       7,498             8,159  
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
          9             9  
                                 
Total assets
  $ 1,971,315     $ 2,136,267     $ (1,926,298 )   $ 2,181,284  
                                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
                               
Accounts payable
  $ 843     $ 4,003     $     $ 4,846  
Accrued interest
          8,996             8,996  
Accrued compensation and related benefits
    3,530       15,559             19,089  
Income taxes payable
    (1 )     1,416             1,415  
Other current liabilities
    1,582       12,139             13,721  
Current portion of long-term debt
          11,263             11,263  
Current liabilities from discontinued operations
          349             349  
                                 
Total current liabilities
    5,954       53,725             59,679  
LONG-TERM DEBT, net of current portion
          926,261             926,261  
OTHER LONG-TERM LIABILITIES
    2,177       9,053             11,230  
DEFERRED INCOME TAX LIABILITY
    36,886       128,212             165,098  
                                 
Total liabilities
    45,017       1,117,251             1,162,268  
                                 
MINORITY INTEREST IN SUBSIDIARIES
          886             886  
STOCKHOLDERS’ EQUITY:
                               
Common stock
          99             99  
Accumulated other comprehensive income
          725             725  
Stock subscriptions receivable
          (1,662 )           (1,662 )
Additional paid-in capital
    1,151,857       1,041,333       (1,151,857 )     1,041,333  
Retained earnings (accumulated deficit)
    774,441       (22,365 )     (774,441 )     (22,365 )
                                 
Total stockholders’ equity
    1,926,298       1,018,130       (1,926,298 )     1,018,130  
                                 
Total liabilities and stockholders’ equity
  $ 1,971,315     $ 2,136,267     $ (1,926,298 )   $ 2,181,284  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


21


 

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
    31,447       29,654             61,101  
Prepaid expenses and other current assets
    1,734       4,223             5,957  
Income tax receivable
          1,296             1,296  
Deferred income tax asset
    2,282       574             2,856  
Current assets from discontinued operations
          296             296  
                                 
Total current assets
    36,347       67,565             103,912  
PROPERTY AND EQUIPMENT, net
    31,784       22,161             53,945  
INTANGIBLE ASSETS, net
    1,907,607       70,650             1,978,257  
INVESTMENT IN SUBSIDIARIES
          1,929,896       (1,929,896 )      
INVESTMENT IN AFFILIATED COMPANY
          51,711             51,711  
OTHER ASSETS
    828       6,129             6,957  
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
          428             428  
                                 
Total assets
  $ 1,976,566     $ 2,148,540     $ (1,929,896 )   $ 2,195,210  
                                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
                               
Accounts payable
  $ 2,458     $ 7,620     $     $ 10,078  
Accrued interest
          19,273             19,273  
Accrued compensation and related benefits
    3,247       15,564             18,811  
Income taxes payable
          2,465             2,465  
Other current liabilities
    1,893       11,849             13,742  
Current portion of long-term debt
          7,513             7,513  
Current liabilities from discontinued operations
          425             425  
                                 
Total current liabilities
    7,598       64,709             72,307  
LONG-TERM DEBT, net of current portion
          930,014             930,014  
OTHER LONG-TERM LIABILITIES
    2,186       6,840             9,026  
DEFERRED INCOME TAX LIABILITY
    36,886       128,730             165,616  
                                 
Total liabilities
    46,670       1,130,293             1,176,963  
                                 
MINORITY INTEREST IN SUBSIDIARY
          (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
  $ 1,976,566     $ 2,148,540     $ (1,929,896 )   $ 2,195,210  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


22


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                               
Net income
  $ 15,771     $ 744     $ (15,771 )   $ 744  
Adjustments to reconcile net income to net cash from operating activities:
                               
Depreciation and amortization
    1,807       2,389             4,196  
Amortization of debt financing costs
          536             536  
Amortization of production content
          159             159  
Deferred income taxes
          (216 )           (216 )
Equity in net loss of affiliated company
          492             492  
Minority interest in income of subsidiaries
          906             906  
Stock-based compensation and other non-cash compensation
    464       749             1,213  
Amortization of contract inducement and termination fee
    (561 )                 (561 )
Effect of change in operating assets and liabilities, net of assets acquired:
                               
Trade accounts receivable
    3,740       5,466             9,206  
Prepaid expenses and other current assets
    (261 )     11             (250 )
Income tax receivable
          1,296             1,296  
Other assets
          (561 )           (561 )
Accounts payable
    (1,616 )     (3,616 )           (5,232 )
Accrued interest
          (10,277 )           (10,277 )
Accrued compensation and related benefits
    283       (261 )           22  
Income taxes payable
          (1,050 )           (1,050 )
Deferred income
    (3 )     518             515  
Other current liabilities
    (293 )     (47 )           (340 )
Other long-term liabilities
    (9 )     2,444             2,435  
Due to corporate/from subsidiaries
    (21,341 )     21,341              
Net cash from operating activities from discontinued operations
          335             335  
                                 
Net cash flows from operating activities
    (2,019 )     21,358       (15,771 )     3,568  
                                 
CASH FLOWS USED IN INVESTING ACTIVITIES:
                               
Purchase of property and equipment
    1,499       (2,808 )           (1,309 )
Investment in subsidiaries
          (15,771 )     15,771        
Equity investments
          (1,000 )           (1,000 )
Purchase of other intangible assets
    210       (226 )           (16 )
Deposits for station equipment and purchases
          (2,121 )           (2,121 )
                                 
Net cash flows (used in) investing activities
    1,709       (21,926 )     15,771       (4,446 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Repayment of debt
          (3 )           (3 )
Change in interest due on stock subscriptions receivable
          (20 )           (20 )
                                 
Net cash flows used in financing activities
          (23 )           (23 )
                                 
(DECREASE) IN CASH AND CASH EQUIVALENTS
    (310 )     (591 )           (901 )
CASH AND CASH EQUIVALENTS, beginning of period
    884       31,522             32,406  
                                 
CASH AND CASH EQUIVALENTS, end of period
  $ 574     $ 30,931     $     $ 31,505  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


23


 

RADIO ONE, INC. AND SUBSIDIARIES
 
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2006
 
                                 
    Combined
                   
    Guarantor
    Radio
             
    Subsidiaries     One, Inc.     Eliminations     Consolidated  
    (Unaudited)
 
    (In thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                               
Net income
  $ 13,723     $ 2,593     $ (13,723 )   $ 2,593  
Adjustments to reconcile loss to net cash from operating activities:
                               
Depreciation and amortization
    2,019       2,247             4,266  
Amortization of debt financing costs
          513             513  
Amortization of production content
          679             679  
Deferred income taxes
          858             858  
Loss on write-down of investment
          270             270  
Equity in net losses of affiliated company
          481             481  
Minority interest in income of subsidiaries
          674             674  
Stock-based compensation and other non-cash compensation
          1,792             1,792  
Amortization of contract inducement and termination fee
    (259 )     (283 )           (542 )
Effect of change in operating assets and liabilities, net of assets acquired:
                               
Trade accounts receivable, net
    (185 )     8,352             8,167  
Prepaid expenses and other current assets
    (536 )     (939 )           (1,475 )
Income tax receivable
          (43 )           (43 )
Due to corporate/from subsidiaries
    (14,197 )     14,197              
Accounts payable
    (351 )     1,542             1,191  
Accrued interest
          (9,773 )           (9,773 )
Accrued compensation and related benefits
    43       (3,936 )           (3,893 )
Income taxes payable
          (186 )           (186 )
Other liabilities
    383       3,214             3,597  
Net cash used in operating activities from discontinued operations
          (57 )           (57 )
                                 
Net cash flows from operating activities
    640       22,195       (13,723 )     9,112  
                                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                               
Purchase of property and equipment
    (902 )     (1,032 )           (1,934 )
Equity investments
          (528 )           (528 )
Investment in subsidiaries
          (13,723 )     13,723        
Purchase of other intangible assets
          (147 )           (147 )
Deposits for station purchases
          (2,000 )           (2,000 )
Net cash used in investing activities from discontinued operations
          (3 )           (3 )
                                 
Net cash flows (used in) investing activities
    (902 )     (17,433 )     13,723       (4,612 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Repayment of debt
    (4 )                 (4 )
Proceeds from exercise of stock options
          52             52  
Change in interest due on stock subscription receivable
          (18 )           (18 )
                                 
Net cash flows from financing activities
    (4 )     34             30  
                                 
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (266 )     4,796             4,530  
CASH AND CASH EQUIVALENTS, beginning of period
    794       18,287             19,081  
                                 
CASH AND CASH EQUIVALENTS, end of period
  $ 528     $ 23,083     $     $ 23,611  
                                 
 
The accompanying notes are an integral part of this consolidating financial statement.


24


 

 
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.
 
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.
 
During the three months ended March 31, 2007, approximately 62% of our net revenue was generated from local advertising and approximately 36% was generated from national advertising, including network advertising. In comparison, during the three months ended March 31, 2006, approximately 61% of our net revenue was generated from local advertising and approximately 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.
 
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.


25


 

(b) Station operating income:  Net income before depreciation and amortization, income taxes, interest income, interest expense, equity in loss of affiliated company, minority interest in income of subsidiaries, other income/expense, corporate expenses and non-cash and stock-based compensation expenses and loss 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:
 
                 
    Three Months Ended March 31,  
    2007     2006  
    (In thousands, except margin data)  
 
Net broadcast revenue
  $ 82,472     $ 81,563  
Station operating income
    33,614       35,397  
Station operating income margin
    40.8 %     43.4 %
Net income
  $ 744     $ 2,593  
 
 
The reconciliation of net income to station operating income is as follows:
 
                 
    Three Months Ended March 31,  
    2007     2006  
    (In thousands)  
 
Net income as reported
  $ 744     $ 2,593  
Add back non-station operating income items included in net income:
               
Interest income
    (267 )     (337 )
Interest expense
    18,070       17,286  
Provision for income taxes
    957       1,592  
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
    7,295       6,670  
Non-cash compensation
    257       280  
Stock-based compensation
    956       1,513  
Equity in loss of affiliated company
    492       481  
Other expense, net
    8       276  
Depreciation and amortization
    4,196       4,266  
Minority interest in income of subsidiaries
    906       674  
Loss from discontinued operations, net of tax
          103  
                 
Station operating income
  $ 33,614     $ 35,397  
                 


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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 March 31, 2007 Compared to Three Months Ended March 31, 2006
(In thousands)
 
                                 
    Three Months Ended March 31,              
    2007     2006     Increase/(Decrease)  
    (Unaudited)     (Unaudited)              
 
Statements of Income:
                               
Net broadcast revenue
  $ 82,472     $ 81,563     $ 909       1.1 %
Operating expenses:
                               
Programming and technical, excluding non-cash and stock-based compensation
    20,855       19,560       1,295       6.6  
Selling, general and administrative, excluding non-cash and stock-based compensation
    28,003       26,606       1,397       5.3  
Corporate selling, general and administrative, excluding non-cash and stock-based compensation
    7,295       6,670       625       9.4  
Non-cash compensation
    257       280       (23 )     (8.2 )
Stock-based compensation
    956       1,513       (557 )     (36.8 )
Depreciation and amortization
    4,196       4,266       (70 )     (1.6 )
                                 
Total operating expenses
    61,562       58,895       2,667       4.5  
                                 
Operating income
    20,910       22,668       (1,758 )     (7.8 )
Interest income
    267       337       (70 )     (20.8 )
Interest expense
    18,070       17,286       784       4.5  
Equity in loss of affiliated company
    492       481       11       2.3  
Other expense, net
    8       276       (268 )     (97.1 )
                                 
Income before provision for income taxes, minority interest in income of subsidiaries and discontinued operations
    2,607       4,962       (2,355 )     (47.5 )
Provision for income taxes
    957       1,592       (635 )     (39.9 )
Minority interest in income of subsidiaries
    906       674       232       34.4  
                                 
Net income from continuing operations
    744       2,696       (1,952 )     (72.4 )
Loss from discontinued operations, net of tax
          103       (103 )     (100.0 )
                                 
Net income
  $ 744     $ 2,593     $ (1,849 )     (71.3 )%
                                 
 
Net broadcast revenue
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 82,472     $ 81,563     $ 909       1.1 %
 
During the three months ended March 31, 2007, we recognized approximately $82.5 million in net broadcast revenue compared to approximately $81.6 million during the same period in 2006. These amounts are net of agency and outside sales representative commissions, which were approximately $9.2 million during the three months ended 2007, compared to approximately $9.7 million during the same period in 2006. The increase in net broadcast revenue was due primarily to the consolidation of the January through March 2007 operating results of Giant, which


27


 

was acquired in late December 2006. While the overall radio industry revenue in the markets we operate in declined, we did experience increased net revenue in our Atlanta, Cincinnati and Dallas markets. These increases were partially offset by a significant decline in net broadcast revenue in our Los Angeles market. We also experienced a decline in Reach Media’s net broadcast revenue for television advertising associated with the year long Tom Joyner television series, which ended in September 2006. Excluding the operating results of Giant, our net broadcast revenue declined .6% for the three months ended March 31, 2007, compared to the same period in 2006.
 
Operating Expenses
 
Programming and technical, excluding non-cash and stock-based compensation
 
                         
Three Months Ended March 31,              
2007
  2006     Increase/(Decrease)  
 
$20,855
  $ 19,560     $ 1,295       6.6 %
 
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 March 31, 2007 was due primarily to the consolidation of the January through March 2007 operating results of Giant, which was acquired in late December 2006, and increases in on-air talent, research, music royalties, and tower rent expenses. These increased programming and technical expenses were partially offset by a reduction in television production costs associated with the year-long Tom Joyner television series, which ended in September 2006. Excluding the January through March 2007 operating results of Giant, programming and technical expenses increased 1.6% for the three months ended March 31, 2007, compared to the same period in 2006.
 
Selling, general and administrative, excluding non-cash and stock-based compensation
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 28,003     $ 26,606     $ 1,397       5.3 %
 
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 March 31, 2007, was due to the consolidation of the January through March 2007 operating results of Giant, which was acquired in late December 2006, increased special events and promotional spending, and additional expenses associated with operating WMOJ-FM (formerly WIFE-FM), which was acquired in September 2006. Excluding the January through March 2007 operating results of Giant selling, general and administrative expenses increased 3.7% for the three months ended March 31, 2007, compared to the same period in 2006.
 
Corporate selling, general and administrative, excluding non-cash and stock-based compensation compensation
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 7,295     $ 6,670     $ 625       9.4 %
 
Corporate selling, general and administrative expenses consist of expenses associated with our corporate headquarters and facilities, including personnel. The increase in corporate expenses during the three months ended March 31, 2007 resulted primarily from additional legal and professional fees associated with the review of our historical stock option grant practices. Excluding the legal and professional fees associated with the stock option


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grant review, corporate selling, general and administrative expenses decreased 6.1% for the three months ended March 31, 2007, compared to the same period in 2006.
 
Non-cash compensation
 
                         
Three Months Ended March 31,              
2007
  2006     Increase/(Decrease)  
 
$257
  $ 280     $ (23 )     (8.2 )%
 
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 March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 956     $ 1,513     $ (557 )     (36.8 )%
 
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. The decrease in stock-based compensation for the three months ended March 31, 2007 was primarily due to the completion of the vesting period for certain grants, partially offset by expenses associated with additional restricted stock grants.
 
Depreciation and amortization
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 4,196     $ 4,266     $ (70 )     (1.6 )%
 
The decrease in depreciation and amortization for the three months ended March 31, 2007 was primarily due to an accelerated depreciation adjustment for leasehold improvements during the three months ended March 31, 2006. This decrease was partially offset by an increase in depreciation for capital expenditures made since March 31, 2006 and an increase in amortization for the WMOJ-FM intellectual property acquisition made in September 2006.
 
Interest income
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 267     $ 337     $ (70 )     (20.8 )%
 
The decrease in interest income for the three months ended March 31, 2007 is primarily due to fluctuations in interest rates and an adjustment in the cash surrender value of a life insurance policy during the three months ended March 31, 2006.
 
Interest expense
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 18,070     $ 17,286     $ 784       4.5 %
 
The increase in interest expense during the three months ended March 31, 2007 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 March 31, 2006, resulting in lower overall net borrowings as of March 31, 2007.


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Provision for income taxes
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 957     $ 1,592     $ (635 )     (39.9 )%
 
The decrease in the provision for income taxes was due primarily to a decrease in pre-tax income for the three months ended March 31, 2007, compared to the same period in 2006. In addition to lower pre-tax income, this decrease was offset by an increase to the valuation allowance for certain state net operating losses. For the quarter ended March 31, 2007, our effective tax rate was 32.5%. As of March 31, 2007, our annual effective tax rate, exclusive of the reversal of state tax reserves due to expired statutes, is projected at 42.1%, which is impacted by the permanent differences between income subject to tax for book purposes versus tax purposes.
 
Minority interest in income of subsidiaries
 
                             
Three Months Ended March 31,              
2007
    2006     Increase/(Decrease)  
 
$ 906     $ 674     $ 232       34.4 %
 
The increase in minority interest in income of subsidiaries is due primarily to an increase in Reach Media’s net income for the three months ended March 31, 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, 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 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 ratio covenant at March 31, 2007 and have received a waiver from compliance with the interest ratio covenant in the Credit Agreement until July 13, 2007. The waiver also extended the due date for the delivery of our consolidated financial statements for the quarter ended March 31, 2007. We expect that with the filing of this Form 10-Q we will be in the compliance with the requirements for delivery of our consolidated financial statements.
 
As of March 31, 2007, we had approximately $362.0 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 average balance of the revolving facility.


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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 March 31, 2007, we had four swap agreements in place for a total notional amount of $100.0 million, and the periods remaining on these four swap agreements range in duration from three to 63 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 March 31, 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 (swap matures June 16, 2007)(1)
    25.0       5.58  
Senior bank term debt (subject to variable interest rates)(2)
    200.0       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       6.38  
 
 
(1) A total of $100.0 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, 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 three months ended March 31, 2007 and 2006:
 
                 
    2007     2006  
    (In thousands)  
 
Net cash flows from operating activities
  $ 3,568     $ 9,112  
Net cash flows used in investing activities
    (4,446 )     (4,612 )
Net cash flows (used in) from financing activities
    (23 )     30  


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Net cash flows from operating activities were approximately $3.6 million and $9.1 million for the three months ended March 31, 2007 and 2006, respectively. Cash flows from operating activities for the three months ended March 31, 2007 decreased from the prior year due primarily to a decrease in net income of approximately $1.9 million and a decrease in overall working capital.
 
Net cash flows used in investing activities were approximately $4.4 million and $4.6 million for the three months ended March 31, 2007 and 2006, respectively. Capital expenditures, digital tower and transmitter upgrades, and deposits for station equipment and purchases were approximately $3.4 million and $3.9 million for the three months ended March 31, 2007 and 2006, respectively.
 
Net cash flows used in financing activities were $23,000 for the three months ended March 31, 2007 compared to net cash flows provided from financing activities of $30,000 for the three months ended March 31, 2006.
 
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 March 2007, we entered into 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. We have been operating WDBZ-AM pursuant to a local marketing agreement 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 acquisitions in the second half of 2007 and the first half of 2008, respectively. 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 $22.4 million at March 31, 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 March 31, 2007, we had two standby letters of credit in total of $417,000 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.
 
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.


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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 consist 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 19 years.
 
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.


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Contractual Obligations Schedule
 
The following table represents our contractual obligations as of March 31, 2007:
 
                                                         
    Payments Due by Period  
    April-
                                     
    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)
    31,752       67,700       93,392       95,819       90,557       185,093       564,313  
Capital lease obligations
    14       14       0       0       0       0       28  
Other operating contracts/agreements(3)(4)(5)
    30,084       25,844       20,124       18,635       11,034       33,300       139,021  
Operating lease obligations
    6,093       7,451       6,278       5,491       4,811       12,502       42,626  
                                                         
Total
  $ 105,724     $ 140,384     $ 159,169     $ 159,320     $ 432,465     $ 443,645     $ 1,440,707  
                                                         
 
 
(1) Includes interest obligations based on current effective interest rate on senior subordinated notes outstanding as of March 31, 2007.
 
(2) Includes interest obligations based on current effective interest rate and projected interest expense on credit facilities outstanding as of March 31, 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 March 31, 2007, we had four swap agreements in place for a total notional amount of $100.0 million. The periods remaining on the swap agreements range in duration from three to 63 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 March 2007, the Company signed an agreement to acquire 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 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. The Company continues to operate and consolidate the financial results of WDBZ-AM under a LMA for no annual fee until closing, which is expected to take place in the second half of 2007.


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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 acquisition 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 March 31, 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
 
None.
 
Item 6.   Exhibits
 
         
  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)
 
June 25, 2007


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