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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | 9 Months Ended
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Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Additional Financial Information Disclosure [Text Block] | 11. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: The Company conducts a portion of its business through its subsidiaries. All of the Company’s Subsidiary Guarantors have fully and unconditionally guaranteed the Company’s 63/8 % Senior Subordinated Notes due February 2013, the 121/2%/15% Senior Subordinated Notes due May 2016, and the Company’s obligations under the 2011 Credit Agreement, as amended. On February 14, 2013, one of our subsidiaries, Reach Media, became a guarantor with respect to the 2011 Credit Agreement. This change in status has been retrospectively reflected in the accompanying consolidating financial statements by reclassifying Reach Media as a non wholly-owned guarantor subsidiary. Set forth below are consolidating balance sheets for the Company and its subsidiaries as of September 30, 2013 and December 31, 2012, and the related consolidating statements of operations, comprehensive loss and cash flows for each of the three and nine months ended September 30, 2013 and 2012, respectively. We have applied the equity method of accounting to report our investments in subsidiaries. The Radio One, Inc. column of the condensed consolidating financial statements reflects the assets directly owned by Radio One, Inc., which consist of assets for several radio markets, and also includes the FCC licenses associated with those markets whose operating assets are directly owned by Radio One, Inc. These FCC licenses are owned by Radio One Licenses, LLC, a wholly owned guarantor subsidiary of the Company, and have a net book value of approximately $258.8 million and $268.1 million at September 30, 2013 and December 31, 2012, respectively. The Company believes the presentation of these FCC licenses within the Radio One, Inc. column of the condensed consolidating financial statements is appropriate because it reflects all of the assets that contribute to the operating performance of those markets in a single column within the condensed consolidating financial information. The non-wholly owned subsidiaries column of the condensed consolidating financial information reflects the financial statement activity for Reach Media. The Company, through one of its wholly-owned guarantor subsidiaries, has an 80% ownership interest in Reach Media. We have also included separate financial statements for Reach Media for the financial statement periods covered by this filing. The non-guarantor subsidiary column of the condensed consolidating financial information reflects the financial statement activity for TV One, LLC (“TV One”). Radio One, through one of its wholly-owned guarantor subsidiaries, has an approximately 51.9% ownership interest in TV One. The financial information within this column does not reflect the Company’s basis in TV One as the “push down” of this basis would not be required or permitted in separate financial statements of TV One. The consolidation adjustments column reflects consolidating adjustments to: (i) eliminate the investment in subsidiaries, (ii), reflect the Company’s basis in TV One, (iii) allocate the consolidated net income to the noncontrolling interests, and (iv) eliminate intercompany transactions. The Company has adjusted the September 30, 2012 financial statements, specifically the notes to the condensed consolidating financial statements of guarantors. This adjustment was necessary as there were misclassifications related to: (i) including TV One in the “Radio One, Inc.” column in the condensed consolidating financial statements although TV One is a non-guarantor subsidiary of the Company under its outstanding notes registered under the Securities Act of 1933; and (ii) adjusting to reflect Reach Media as a non-wholly owned guarantor subsidiary. The accompanying condensed consolidating financial statements for the current period reflect these corrections. These changes had no impact on the Company’s consolidated financial statements, including its consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in equity or consolidated statements of cash flows for any previously reported period. The summarized impact on the financial statements is as follows (in thousands): Selected Statement of Operations Data For The Three Months Ended September 30, 2012 (in thousands)
|  | As Previously Reported |  | Change from Combined Subsidiary Guarantor to Non-Guarantor |  | Change from Radio One, Inc. to Combined Subsidiary Guarantor |  | Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Guarantor |  | Consolidation Adjustments |  | As Adjusted |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | 73,595 |  |  | - |  |  | 1,889 |  |  | (11,909) |  |  | (33,232) |  |  | 2,272 |  |  | 32,615 |
Combined Subsidiary Guarantors |  |  | 36,357 |  |  | - |  |  | (1,947) |  |  | - |  |  | - |  |  | - |  |  | 34,410 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | 11,909 |  |  | - |  |  | - |  |  | 11,909 |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 33,232 |  |  | - |  |  | 33,232 |
Consolidation Adjustments |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (2,272) |  |  | (2,272) |
Total Revenues |  |  | 109,952 |  |  | - |  |  | (58) |  |  | - |  |  | - |  |  | - |  |  | 109,894 |
Operating Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | 9,944 |  |  | - |  |  | (42) |  |  | (293) |  |  | (8,066) |  |  | 6,524 |  |  | 8,067 |
Combined Subsidiary Guarantors |  |  | 11,589 |  |  | - |  |  | 7 |  |  | - |  |  | - |  |  | - |  |  | 11,596 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | 293 |  |  | - |  |  | - |  |  | 293 |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 8,066 |  |  | - |  |  | 8,066 |
Consolidation Adjustments |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (6,524) |  |  | (6,524) |
Total Operating Income |  |  | 21,533 |  |  | - |  |  | (35) |  |  | - |  |  | - |  |  | - |  |  | 21,498 |
Consolidated Net Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | (10,255) |  |  | - |  |  | 4,595 |  |  | (52) |  |  | (5,311) |  |  | (2,041) |  |  | (13,064) |
Combined Subsidiary Guarantors |  |  | 11,296 |  |  | - |  |  | (4,595) |  |  | - |  |  | - |  |  | - |  |  | 6,701 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | 52 |  |  | - |  |  | - |  |  | 52 |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 5,311 |  |  | - |  |  | 5,311 |
Consolidation Adjustments |  |  | (11,296) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 2,041 |  |  | (9,255) |
Total Consolidated Net Income (Loss) |  |  | (10,255) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (10,255) |
Net Income Attributable to Non-Controlling Interests |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | 2,809 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (2,809) |  |  | - |
Consolidation Adjustments |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 2,809 |  |  | 2,809 |
Total Net Income Attributable to Non-Controlling Interests |  |  | 2,809 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 2,809 |
Consolidated Net Income (Loss) Attributable to Common Stockholders |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | (13,064) |  |  | - |  |  | 4,595 |  |  | (52) |  |  | (5,311) |  |  | 768 |  |  | (13,064) |
Combined Subsidiary Guarantors |  |  | 11,296 |  |  | - |  |  | (4,595) |  |  | - |  |  | - |  |  | - |  |  | 6,701 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | 52 |  |  | - |  |  | - |  |  | 52 |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 5,311 |  |  | - |  |  | 5,311 |
Consolidation Adjustments |  |  | (11,296) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (768) |  |  | (12,064) |
Total Consolidated Net Income (Loss) Attributable to Common Stockholders |  |  | (13,064) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (13,064) |
Selected Statement of Operations Data For The Nine Months Ended September 30, 2012 (in thousands)
|  | As Previously Reported |  | Change from Combined Subsidiary Guarantor to Non-Guarantor |  | Change from Radio One, Inc. to Combined Subsidiary Guarantor |  | Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Guarantor |  | Consolidation Adjustments |  | As Adjusted |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | 215,874 |  |  | - |  |  | 5,861 |  |  | (34,008) |  |  | (97,722) |  |  | 6,081 |  |  | 96,086 |
Combined Subsidiary Guarantors |  |  | 103,036 |  |  | - |  |  | (6,083) |  |  | - |  |  | - |  |  | - |  |  | 96,953 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | 34,008 |  |  | - |  |  | - |  |  | 34,008 |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 97,722 |  |  | - |  |  | 97,722 |
Consolidation Adjustments |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (6,081) |  |  | (6,081) |
Total Revenues |  |  | 318,910 |  |  | - |  |  | (222) |  |  | - |  |  | - |  |  | - |  |  | 318,688 |
Operating Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | 28,337 |  |  | - |  |  | 195 |  |  | 1,510 |  |  | (31,335) |  |  | 19,725 |  |  | 18,432 |
Combined Subsidiary Guarantors |  |  | 28,449 |  |  | - |  |  | (373) |  |  | - |  |  | - |  |  | - |  |  | 28,076 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | (1,510) |  |  | - |  |  | - |  |  | (1,510) |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 31,335 |  |  | - |  |  | 31,335 |
Consolidation Adjustments |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (19,725) |  |  | (19,725) |
Total Operating Income |  |  | 56,786 |  |  | - |  |  | (178) |  |  | - |  |  | - |  |  | - |  |  | 56,608 |
Consolidated Net Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | (38,975) |  |  | - |  |  | 9,875 |  |  | 1,123 |  |  | (22,515) |  |  | 854 |  |  | (49,638) |
Combined Subsidiary Guarantors |  |  | 27,678 |  |  | - |  |  | (9,875) |  |  | - |  |  | - |  |  | - |  |  | 17,803 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | (1,123) |  |  | - |  |  | - |  |  | (1,123) |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 22,515 |  |  | - |  |  | 22,515 |
Consolidation Adjustments |  |  | (27,678) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (854) |  |  | (28,532) |
Total Consolidated Net Income (Loss) |  |  | (38,975) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (38,975) |
Net Income Attributable to Non-Controlling Interests |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | 10,663 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (10,663) |  |  | - |
Combined Subsidiary Guarantors |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Consolidation Adjustments |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 10,663 |  |  | 10,663 |
Total Net Income Attributable to Non-Controlling Interests |  |  | 10,663 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 10,663 |
Consolidated Net Income (Loss) Attributable to Common Stockholders |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  |  | (49,638) |  |  | - |  |  | 9,875 |  |  | 1,123 |  |  | (22,515) |  |  | 11,517 |  |  | (49,638) |
Combined Subsidiary Guarantors |  |  | 27,678 |  |  | - |  |  | (9,875) |  |  | - |  |  | - |  |  | - |  |  | 17,803 |
Non-Wholly Owned Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | (1,123) |  |  | - |  |  | - |  |  | (1,123) |
Non-Guarantor Subsidiaries |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 22,515 |  |  | - |  |  | 22,515 |
Consolidation Adjustments |  |  | (27,678) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (11,517) |  |  | (39,195) |
Total Consolidated Net Income (Loss) Attributable to Common Stockholders |  |  | (49,638) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (49,638) |
Selected Statement of Comprehensive Income Data For The Three Months Ended September 30, 2012 (in thousands)
|  | As Previously Reported |  | Change from Combined Subsidiary Guarantor to Non- Guarantor |  | Change from Radio One, Inc. to Combined Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Wholly Owned Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Guarantor |  | Consolidation Adjustments |  | As Adjusted |
Comprehensive Income Attributable to Non-Controlling Interests |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  | 2,809 |  | - |  | - |  | - |  | - |  | (2,809) |  | - |
Combined Subsidiary Guarantors |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Non-Wholly Owned Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Non-Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Consolidation Adjustments |  | - |  | - |  | - |  | - |  | - |  | 2,809 |  | 2,809 |
Total Comprehensive Income Attributable to Non-Controlling Interests |  | 2,809 |  | - |  | - |  | - |  | - |  | - |  | 2,809 |
Selected Statement of Comprehensive Income Data For The Nine Months Ended September 30, 2012 (in thousands)
|  | As Previously Reported |  | Change from Combined Subsidiary Guarantor to Non- Guarantor |  | Change from Radio One, Inc. to Combined Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Wholly Owned Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Guarantor |  | Consolidation Adjustments |  | As Adjusted |
Comprehensive Income Attributable to Non-Controlling Interests |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  | 10,663 |  | - |  | - |  | - |  | - |  | (10,663) |  | - |
Combined Subsidiary Guarantors |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Non-Wholly Owned Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Non-Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Consolidation Adjustments |  | - |  | - |  | - |  | - |  | - |  | 10,663 |  | 10,663 |
Total Comprehensive Income Attributable to Non-Controlling Interests |  | 10,663 |  | - |  | - |  | - |  | - |  | - |  | 10,663 |
Selected Statement of Cash Flows Data For The Nine Months Ended September 30, 2012 (in thousands)
|  | As Previously Reported |  | Change from Combined Subsidiary Guarantor to Non- Guarantor |  | Change from Radio One, Inc. to Combined Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Wholly Owned Subsidiary Guarantor |  | Change from Radio One, Inc. to Non- Guarantor |  | Consolidation Adjustments |  | As Adjusted |
Net Cash Flows from Operating Activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  | 55,459 |  | - |  | (1,510) |  | (297) |  | (18,806) |  | (19,619) |  | 15,227 |
Combined Subsidiary Guarantors |  | 1,406 |  | - |  | 1,510 |  | - |  | - |  | - |  | 2,916 |
Non-Wholly Owned Guarantor Subsidiaries |  | - |  | - |  | - |  | 297 |  | - |  | - |  | 297 |
Non-Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | 18,806 |  | - |  | 18,806 |
Consolidation Adjustments |  | (27,678) |  | - |  | - |  | - |  | - |  | 19,619 |  | (8,059) |
Total Net Cash Flows from Operating Activities |  | 29,187 |  | - |  | - |  | - |  | - |  | - |  | 29,187 |
Net Cash Flows from Investing Activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  | (31,556) |  | - |  | 1,512 |  | 106 |  | (4,328) |  | 27,678 |  | (6,588) |
Combined Subsidiary Guarantors |  | - |  | - |  | (1,512) |  | - |  | - |  | - |  | (1,512) |
Non-Wholly Owned Guarantor Subsidiaries |  | - |  | - |  | - |  | (106) |  | - |  | - |  | (106) |
Non-Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | 4,328 |  | - |  | 4,328 |
Consolidation Adjustments |  | 27,678 |  | - |  | - |  | - |  | - |  | (27,678) |  | - |
Total Net Cash Flows from Investing Activities |  | (3,878) |  | - |  | - |  | - |  | - |  | - |  | (3,878) |
Net Cash Flows from Financing Activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Radio One, Inc. |  | (12,588) |  | - |  | - |  | - |  | 15,800 |  | (8,059) |  | (4,847) |
Combined Subsidiary Guarantors |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Non-Wholly Owned Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | - |  | - |  | - |
Non-Guarantor Subsidiaries |  | - |  | - |  | - |  | - |  | (15,800) |  | - |  | (15,800) |
Consolidation Adjustments |  | - |  | - |  | - |  | - |  | - |  | 8,059 |  | 8,059 |
Total Net Cash Flows from Financing Activities |  | (12,588) |  | - |  | - |  | - |  | - |  | - |  | (12,588) |
Set forth below are consolidating balance sheets for the Company and the Subsidiary Guarantors as of September 30, 2013 and December 31, 2012, respectively, and the related consolidating statements of operations, comprehensive loss and cash flows for the three and nine months ended September 30, 2013 and 2012, respectively. We have applied the equity method of accounting to report our investments in subsidiaries. Separate financial statements for the wholly-owned guarantor subsidiaries are not presented based on management’s determination that those financial statements do not provide additional information that is material to investors. CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2013
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (In thousands) |
NET REVENUE |  | $ | 28,668 |  | $ | 36,950 |  | $ | 16,872 |  | $ | 37,786 |  | $ | (1,885) |  | $ | 118,391 |
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Programming and technical |  |  | 5,442 |  |  | 7,664 |  |  | 8,088 |  |  | 17,541 |  |  | (1,559) |  |  | 37,176 |
Selling, general and administrative, including stock-based compensation |  |  | 9,871 |  |  | 15,164 |  |  | 4,445 |  |  | 7,260 |  |  | (326) |  |  | 36,414 |
Corporate selling, general and administrative, including stock-based compensation |  |  | 6,888 |  |  | - |  |  | 1,168 |  |  | 1,669 |  |  | - |  |  | 9,725 |
Depreciation and amortization |  |  | 1,177 |  |  | 1,529 |  |  | 310 |  |  | 168 |  |  | 6,387 |  |  | 9,571 |
Impairment of long-lived assets |  |  | - |  |  | 3,710 |  |  | - |  |  | - |  |  | - |  |  | 3,710 |
Total operating expenses |  |  | 23,378 |  |  | 28,067 |  |  | 14,011 |  |  | 26,638 |  |  | 4,502 |  |  | 96,596 |
Operating income (loss) |  |  | 5,290 |  |  | 8,883 |  |  | 2,861 |  |  | 11,148 |  |  | (6,387) |  |  | 21,795 |
INTEREST INCOME |  |  | 6 |  |  | - |  |  | - |  |  | 17 |  |  | - |  |  | 23 |
INTEREST EXPENSE |  |  | 18,996 |  |  | 301 |  |  | - |  |  | 3,039 |  |  | - |  |  | 22,336 |
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES |  |  | 7,837 |  |  | (782) |  |  | - |  |  | - |  |  | (7,055) |  |  | - |
OTHER INCOME, net |  |  | 29 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 29 |
(Loss) income before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations |  |  | (5,834) |  |  | 7,800 |  |  | 2,861 |  |  | 8,126 |  |  | (13,442) |  |  | (489) |
PROVISION FOR INCOME TAXES |  |  | 7,387 |  |  | - |  |  | 1,028 |  |  | - |  |  | - |  |  | 8,415 |
Net (loss) income from continuing operations |  |  | (13,221) |  |  | 7,800 |  |  | 1,833 |  |  | 8,126 |  |  | (13,442) |  |  | (8,904) |
INCOME FROM DISCONTINUED OPERATIONS, net of tax |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
CONSOLIDATED NET (LOSS) INCOME |  |  | (13,221) |  |  | 7,800 |  |  | 1,833 |  |  | 8,126 |  |  | (13,442) |  |  | (8,904) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 4,317 |  |  | 4,317 |
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (13,221) |  | $ | 7,800 |  | $ | 1,833 |  | $ | 8,126 |  | $ | (17,759) |  | $ | (13,221) |
CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2012
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (As Adjusted – See Note 1) |
|  | (In thousands) |
NET REVENUE |  | $ | 32,615 |  | $ | 34,410 |  | $ | 11,909 |  | $ | 33,232 |  | $ | (2,272) |  | $ | 109,894 |
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Programming and technical |  |  | 6,898 |  |  | 7,438 |  |  | 5,961 |  |  | 13,168 |  |  | (1,011) |  |  | 32,454 |
Selling, general and administrative, including stock-based compensation |  |  | 10,407 |  |  | 13,771 |  |  | 3,898 |  |  | 9,263 |  |  | (726) |  |  | 36,613 |
Corporate selling, general and administrative, including stock-based compensation |  |  | 6,148 |  |  | - |  |  | 1,465 |  |  | 2,552 |  |  | (535) |  |  | 9,630 |
Depreciation and amortization |  |  | 1,095 |  |  | 1,605 |  |  | 292 |  |  | 183 |  |  | 6,524 |  |  | 9,699 |
Impairment of long-lived assets |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Total operating expenses |  |  | 24,548 |  |  | 22,814 |  |  | 11,616 |  |  | 25,166 |  |  | 4,252 |  |  | 88,396 |
Operating income (loss) |  |  | 8,067 |  |  | 11,596 |  |  | 293 |  |  | 8,066 |  |  | (6,524) |  |  | 21,498 |
INTEREST INCOME |  |  | 73 |  |  | - |  |  | 1 |  |  | 34 |  |  | - |  |  | 108 |
INTEREST EXPENSE |  |  | 18,832 |  |  | 218 |  |  | - |  |  | 3,039 |  |  | - |  |  | 22,089 |
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES |  |  | 6,514 |  |  | (4,637) |  |  | - |  |  | - |  |  | (1,877) |  |  | - |
OTHER (EXPENSE) INCOME, net |  |  | (77) |  |  | - |  |  | - |  |  | 250 |  |  | (854) |  |  | (681) |
(Loss) income before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations |  |  | (4,255) |  |  | 6,741 |  |  | 294 |  |  | 5,311 |  |  | (9,255) |  |  | (1,164) |
PROVISION FOR INCOME TAXES |  |  | 8,809 |  |  | - |  |  | 242 |  |  | - |  |  | - |  |  | 9,051 |
Net (loss) income from continuing operations |  |  | (13,064) |  |  | 6,741 |  |  | 52 |  |  | 5,311 |  |  | (9,255) |  |  | (10,215) |
LOSS FROM DISCONTINUED OPERATIONS, net of tax |  |  | - |  |  | 40 |  |  | - |  |  | - |  |  | - |  |  | 40 |
CONSOLIDATED NET (LOSS) INCOME |  |  | (13,064) |  |  | 6,701 |  |  | 52 |  |  | 5,311 |  |  | (9,255) |  |  | (10,255) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 2,809 |  |  | 2,809 |
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (13,064) |  | $ | 6,701 |  | $ | 52 |  | $ | 5,311 |  | $ | (12,064) |  | $ | (13,064) |
CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2013
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (In thousands) |
NET REVENUE |  | $ | 82,832 |  | $ | 103,328 |  | $ | 44,428 |  | $ | 111,506 |  | $ | (4,989) |  | $ | 337,105 |
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Programming and technical |  |  | 15,992 |  |  | 22,841 |  |  | 23,003 |  |  | 42,873 |  |  | (4,060) |  |  | 100,649 |
Selling, general and administrative, including stock-based compensation |  |  | 30,923 |  |  | 44,498 |  |  | 13,762 |  |  | 21,927 |  |  | (929) |  |  | 110,181 |
Corporate selling, general and administrative, including stock-based compensation |  |  | 17,933 |  |  | - |  |  | 3,382 |  |  | 5,899 |  |  | - |  |  | 27,214 |
Depreciation and amortization |  |  | 3,439 |  |  | 4,438 |  |  | 950 |  |  | 526 |  |  | 19,247 |  |  | 28,600 |
Impairment of long-lived assets |  |  | 8,600 |  |  | 6,280 |  |  | - |  |  | - |  |  | - |  |  | 14,880 |
Total operating expenses |  |  | 76,887 |  |  | 78,057 |  |  | 41,097 |  |  | 71,225 |  |  | 14,258 |  |  | 281,524 |
Operating income (loss) |  |  | 5,945 |  |  | 25,271 |  |  | 3,331 |  |  | 40,281 |  |  | (19,247) |  |  | 55,581 |
INTEREST INCOME |  |  | 121 |  |  | - |  |  | - |  |  | 44 |  |  | - |  |  | 165 |
INTEREST EXPENSE |  |  | 56,808 |  |  | 886 |  |  | - |  |  | 9,117 |  |  | - |  |  | 66,811 |
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES |  |  | 23,410 |  |  | (1,791) |  |  | - |  |  | - |  |  | (21,619) |  |  | - |
OTHER INCOME, net |  |  | 89 |  |  | 10 |  |  | - |  |  | - |  |  | - |  |  | 99 |
(Loss) income before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations |  |  | (27,243) |  |  | 22,604 |  |  | 3,331 |  |  | 31,208 |  |  | (40,866) |  |  | (10,966) |
PROVISION FOR INCOME TAXES |  |  | 18,298 |  |  | - |  |  | 1,500 |  |  | - |  |  | - |  |  | 19,798 |
Net (loss) income from continuing operations |  |  | (45,541) |  |  | 22,604 |  |  | 1,831 |  |  | 31,208 |  |  | (40,866) |  |  | (30,764) |
INCOME FROM DISCONTINUED OPERATIONS, net of tax |  |  | - |  |  | 893 |  |  | - |  |  | - |  |  | - |  |  | 893 |
CONSOLIDATED NET (LOSS) INCOME |  |  | (45,541) |  |  | 23,497 |  |  | 1,831 |  |  | 31,208 |  |  | (40,866) |  |  | (29,871) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 15,670 |  |  | 15,670 |
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (45,541) |  | $ | 23,497 |  | $ | 1,831 |  | $ | 31,208 |  | $ | (56,536) |  | $ | (45,541) |
CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2012
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (As Adjusted – See Note 1) |
|  | (In thousands) |
NET REVENUE |  | $ | 96,086 |  | $ | 96,953 |  | $ | 34,008 |  | $ | 97,722 |  | $ | (6,081) |  | $ | 318,688 |
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Programming and technical |  |  | 21,678 |  |  | 22,830 |  |  | 17,942 |  |  | 37,269 |  |  | (3,137) |  |  | 96,582 |
Selling, general and administrative, including stock-based compensation |  |  | 33,904 |  |  | 40,812 |  |  | 11,615 |  |  | 21,954 |  |  | (1,339) |  |  | 106,946 |
Corporate selling, general and administrative, including stock-based compensation |  |  | 18,938 |  |  | - |  |  | 5,075 |  |  | 6,670 |  |  | (1,605) |  |  | 29,078 |
Depreciation and amortization |  |  | 3,134 |  |  | 4,922 |  |  | 886 |  |  | 494 |  |  | 19,725 |  |  | 29,161 |
Impairment of long-lived assets |  |  | - |  |  | 313 |  |  | - |  |  | - |  |  | - |  |  | 313 |
Total operating expenses |  |  | 77,654 |  |  | 68,877 |  |  | 35,518 |  |  | 66,387 |  |  | 13,644 |  |  | 262,080 |
Operating income (loss) |  |  | 18,432 |  |  | 28,076 |  |  | (1,510) |  |  | 31,335 |  |  | (19,725) |  |  | 56,608 |
INTEREST INCOME |  |  | 102 |  |  | - |  |  | 5 |  |  | 48 |  |  | - |  |  | 155 |
INTEREST EXPENSE |  |  | 58,930 |  |  | 537 |  |  | - |  |  | 9,117 |  |  | - |  |  | 68,584 |
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES |  |  | 17,640 |  |  | (9,687) |  |  | - |  |  | - |  |  | (7,953) |  |  | - |
OTHER (EXPENSE) INCOME, net |  |  | (686) |  |  | 7 |  |  | - |  |  | 249 |  |  | (854) |  |  | (1,284) |
(Loss) income before provision for (benefit from) income taxes, noncontrolling interests in income of subsidiaries and discontinued operations |  |  | (23,442) |  |  | 17,859 |  |  | (1,505) |  |  | 22,515 |  |  | (28,532) |  |  | (13,105) |
PROVISION FOR (BENEFIT FROM) INCOME TAXES |  |  | 26,196 |  |  | - |  |  | (382) |  |  | - |  |  | - |  |  | 25,814 |
Net (loss) income from continuing operations |  |  | (49,638) |  |  | 17,859 |  |  | (1,123) |  |  | 22,515 |  |  | (28,532) |  |  | (38,919) |
LOSS FROM DISCONTINUED OPERATIONS, net of tax |  |  | - |  |  | 56 |  |  | - |  |  | - |  |  | - |  |  | 56 |
CONSOLIDATED NET (LOSS) INCOME |  |  | (49,638) |  |  | 17,803 |  |  | (1,123) |  |  | 22,515 |  |  | (28,532) |  |  | (38,975) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 10,663 |  |  | 10,663 |
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (49,638) |  | $ | 17,803 |  | $ | (1,123) |  | $ | 22,515 |  | $ | (39,195) |  | $ | (49,638) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2013
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (In thousands) |
CONSOLIDATED NET (LOSS) INCOME |  | $ | (13,221) |  | $ | 7,800 |  | $ | 1,833 |  | $ | 8,126 |  | $ | (13,442) |  | $ | (8,904) |
NET CHANGE IN UNREALIZED LOSS ON INVESTMENT ACTIVITIES, NET OF TAX |  |  | - |  |  | - |  |  | - |  |  | (11) |  |  | - |  |  | (11) |
COMPREHENSIVE (LOSS) INCOME |  |  | (13,221) |  |  | 7,800 |  |  | 1,833 |  |  | 8,115 |  |  | (13,442) |  |  | (8,915) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 4,317 |  |  | 4,317 |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (13,221) |  | $ | 7,800 |  | $ | 1,833 |  | $ | 8,115 |  | $ | (17,759) |  | $ | (13,232) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2012
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (As Adjusted – See Note 1) |
|  | (In thousands) |
CONSOLIDATED NET (LOSS) INCOME |  | $ | (13,064) |  | $ | 6,701 |  | $ | 52 |  |  | $ | 5,311 |  | $ | (9,255) |  | $ | (10,255) |
NET CHANGE IN UNREALIZED GAIN ON INVESTMENT ACTIVITIES, NET OF TAX |  |  | - |  |  | - |  |  | - |  |  |  | 27 |  |  | - |  |  | 27 |
COMPREHENSIVE (LOSS) INCOME |  |  | (13,064) |  |  | 6,701 |  |  | 52 |  |  |  | 5,338 |  |  | (9,255) |  |  | (10,228) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  |  | - |  |  | 2,809 |  |  | 2,809 |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (13,064) |  | $ | 6,701 |  | $ | 52 |  |  | $ | 5,338 |  | $ | (12,064) |  | $ | (13,037) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2013
|  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (In thousands) |
CONSOLIDATED NET (LOSS) INCOME |  | $ | (45,541) |  | $ | 23,497 |  | $ | 1,831 |  | $ | 31,208 |  | $ | (40,866) |  | $ | (29,871) |
NET CHANGE IN UNREALIZED LOSS ON INVESTMENT ACTIVITIES, NET OF TAX |  |  | - |  |  | - |  |  | - |  |  | (113) |  |  | - |  |  | (113) |
COMPREHENSIVE (LOSS) INCOME |  |  | (45,541) |  |  | 23,497 |  |  | 1,831 |  |  | 31,095 |  |  | (40,866) |  |  | (29,984) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 15,670 |  |  | 15,670 |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (45,541) |  | $ | 23,497 |  | $ | 1,831 |  | $ | 31,095 |  | $ | (56,536) |  | $ | (45,654) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2012
|  |  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (As Adjusted – See Note 1) |
|  | (In thousands) |
CONSOLIDATED NET (LOSS) INCOME |  | $ | (49,638) |  | $ | 17,803 |  | $ | (1,123) |  | $ | 22,515 |  | $ | (28,532) |  | $ | (38,975) |
NET CHANGE IN UNREALIZED GAIN ON INVESTMENT ACTIVITIES, NET OF TAX |  |  | - |  |  | - |  |  | - |  |  | 147 |  |  | - |  |  | 147 |
COMPREHENSIVE (LOSS) INCOME |  |  | (49,638) |  |  | 17,803 |  |  | (1,123) |  |  | 22,662 |  |  | (28,532) |  |  | (38,828) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 10,663 |  |  | 10,663 |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |  | $ | (49,638) |  | $ | 17,803 |  | $ | (1,123) |  | $ | 22,662 |  | $ | (39,195) |  | $ | (49,491) |
CONSOLIDATING BALANCE SHEETS As of September 30, 2013
|  |  |  |  | Wholly-Owned |  | Non-Wholly Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, |  | Guarantor |  | Guarantor |  | Non-Guarantor |  | Consolidation |  |  |  |
|  | Inc. |  | Subsidiaries |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
|  | (In thousands) |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT ASSETS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 24,199 |  | $ | 592 |  | $ | 4,840 |  | $ | 18,686 |  | $ | - |  | $ | 48,317 |
Short-term investments |  |  | - |  |  | - |  |  | - |  |  | 3,193 |  |  | - |  |  | 3,193 |
Trade accounts receivable, net of allowance for doubtful accounts |  |  | 17,127 |  |  | 32,561 |  |  | 11,776 |  |  | 36,079 |  |  | - |  |  | 97,543 |
Prepaid expenses and other current assets |  |  | 7,166 |  |  | 1,190 |  |  | 3,600 |  |  | 756 |  |  | (5,441) |  |  | 7,271 |
Current portion of content assets |  |  | - |  |  | - |  |  | - |  |  | 28,057 |  |  | - |  |  | 28,057 |
Current assets from discontinued operations |  |  | 124 |  |  | (83) |  |  | - |  |  | - |  |  | - |  |  | 41 |
Total current assets |  |  | 48,616 |  |  | 34,260 |  |  | 20,216 |  |  | 86,771 |  |  | (5,441) |  |  | 184,422 |
PROPERTY AND EQUIPMENT, net |  |  | 17,315 |  |  | 15,632 |  |  | 382 |  |  | 1,495 |  |  | 21 |  |  | 34,845 |
INTANGIBLE ASSETS, net |  |  | 308,867 |  |  | 456,263 |  |  | 15,564 |  |  | 15,033 |  |  | 361,399 |  |  | 1,157,126 |
CONTENT ASSETS, net |  |  | - |  |  | - |  |  | - |  |  | 39,981 |  |  | - |  |  | 39,981 |
INVESTMENT IN SUBSIDIARIES |  |  | 653,350 |  |  | 140,971 |  |  | - |  |  | - |  |  | (794,321) |  |  | - |
OTHER ASSETS |  |  | 2,254 |  |  | 68 |  |  | 904 |  |  | 1,004 |  |  | (597) |  |  | 3,633 |
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS |  |  | - |  |  | 24 |  |  | - |  |  | - |  |  | - |  |  | 24 |
Total assets |  | $ | 1,030,402 |  | $ | 647,218 |  | $ | 37,066 |  | $ | 144,284 |  | $ | (438,939) |  | $ | 1,420,031 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT LIABILITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 867 |  | $ | 3,144 |  | $ | 2,082 |  | $ | 2,018 |  | $ | - |  | $ | 8,111 |
Accrued interest |  |  | 5,302 |  |  | - |  |  | - |  |  | 529 |  |  | - |  |  | 5,831 |
Accrued compensation and related benefits |  |  | 5,057 |  |  | 1,739 |  |  | 1,152 |  |  | 2,836 |  |  | - |  |  | 10,784 |
Current portion of content payables |  |  | - |  |  | - |  |  | - |  |  | 15,823 |  |  | - |  |  | 15,823 |
Other current liabilities |  |  | 5,997 |  |  | 3,781 |  |  | 6,819 |  |  | 3,122 |  |  | (5,441) |  |  | 14,278 |
Current portion of long-term debt |  |  | 3,840 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 3,840 |
Current liabilities from discontinued operations |  |  | 37 |  |  | 66 |  |  | - |  |  | - |  |  | - |  |  | 103 |
Total current liabilities |  |  | 21,100 |  |  | 8,730 |  |  | 10,053 |  |  | 24,328 |  |  | (5,441) |  |  | 58,770 |
LONG-TERM DEBT, net of current portion and original issue discount |  |  | 693,368 |  |  | - |  |  | - |  |  | 119,000 |  |  | - |  |  | 812,368 |
CONTENT PAYABLES, net of current portion |  |  | - |  |  | - |  |  | - |  |  | 8,473 |  |  | - |  |  | 8,473 |
OTHER LONG-TERM LIABILITIES |  |  | 16,070 |  |  | 791 |  |  | 58 |  |  | 2,675 |  |  | (364) |  |  | 19,230 |
DEFERRED TAX LIABILITIES |  |  | 206,382 |  |  | - |  |  | 492 |  |  | - |  |  | - |  |  | 206,874 |
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Total liabilities |  |  | 936,920 |  |  | 9,521 |  |  | 10,603 |  |  | 154,476 |  |  | (5,805) |  |  | 1,105,715 |
REDEEMABLE NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | 12,646 |  |  | - |  |  | - |  |  | 12,646 |
STOCKHOLDERS’ EQUITY: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock |  |  | - |  |  | - |  |  | - |  |  | 18 |  |  | (18) |  |  | - |
Common stock |  |  | 48 |  |  | - |  |  | 10 |  |  | 18 |  |  | (28) |  |  | 48 |
Accumulated other comprehensive income |  |  | (215) |  |  | - |  |  | - |  |  | (119) |  |  | 119 |  |  | (215) |
Additional paid-in capital |  |  | 1,002,211 |  |  | 216,160 |  |  | 42,733 |  |  | (14,680) |  |  | (244,213) |  |  | 1,002,211 |
Retained earnings (accumulated deficit) |  |  | (908,562) |  |  | 421,537 |  |  | (28,926) |  |  | 4,571 |  |  | (397,182) |  |  | (908,562) |
Total stockholders’ equity |  |  | 93,482 |  |  | 637,697 |  |  | 13,817 |  |  | (10,192) |  |  | (641,322) |  |  | 93,482 |
Noncontrolling interest |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 208,188 |  |  | 208,188 |
Total Equity |  |  | 93,482 |  |  | 637,697 |  |  | 13,817 |  |  | (10,192) |  |  | (433,134) |  |  | 301,670 |
Total liabilities, redeemable noncontrolling interests and equity |  | $ | 1,030,402 |  | $ | 647,218 |  | $ | 37,066 |  | $ | 144,284 |  | $ | (438,939) |  | $ | 1,420,031 |
CONSOLIDATING BALANCE SHEETS As of December 31, 2012
|  |  |  |  | Wholly-Owned |  | Non-Wholly Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, |  | Guarantor |  | Guarantor |  | Non-Guarantor |  | Consolidation |  |  |  |
|  | Inc. |  | Subsidiaries |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
|  | (As adjusted) |
|  | (As Adjusted – See Note 1) |
|  | (In thousands) |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT ASSETS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 22,512 |  | $ | 1,342 |  | $ | 2,414 |  | $ | 30,987 |  | $ | - |  | $ | 57,255 |
Short-term investments |  |  | - |  |  | - |  |  | - |  |  | 1,597 |  |  | - |  |  | 1,597 |
Trade accounts receivable, net of allowance for doubtful accounts |  |  | 18,494 |  |  | 27,539 |  |  | 6,788 |  |  | 29,162 |  |  | - |  |  | 81,983 |
Prepaid expenses and other current assets |  |  | 1,707 |  |  | 817 |  |  | 3,593 |  |  | 976 |  |  | - |  |  | 7,093 |
Current portion of content assets |  |  | - |  |  | - |  |  | - |  |  | 27,723 |  |  | - |  |  | 27,723 |
Current assets from discontinued operations |  |  | 124 |  |  | (51) |  |  | - |  |  | - |  |  | - |  |  | 73 |
Total current assets |  |  | 42,837 |  |  | 29,647 |  |  | 12,795 |  |  | 90,445 |  |  | - |  |  | 175,724 |
PROPERTY AND EQUIPMENT, net |  |  | 18,035 |  |  | 14,867 |  |  | 469 |  |  | 1,807 |  |  | 104 |  |  | 35,282 |
INTANGIBLE ASSETS, net |  |  | 319,481 |  |  | 463,600 |  |  | 16,225 |  |  | 22,501 |  |  | 380,755 |  |  | 1,202,562 |
CONTENT ASSETS, net |  |  | - |  |  | - |  |  | - |  |  | 38,981 |  |  | - |  |  | 38,981 |
INVESTMENT IN SUBSIDIARIES |  |  | 678,165 |  |  | 163,499 |  |  | - |  |  | - |  |  | (841,664) |  |  | - |
OTHER ASSETS |  |  | 3,296 |  |  | 420 |  |  | 3 |  |  | 1,541 |  |  | (790) |  |  | 4,470 |
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS |  |  | - |  |  | 3,176 |  |  | - |  |  | - |  |  | - |  |  | 3,176 |
Total assets |  | $ | 1,061,814 |  | $ | 675,209 |  | $ | 29,492 |  | $ | 155,275 |  | $ | (461,595) |  | $ | 1,460,195 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT LIABILITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 1,222 |  | $ | 1,846 |  | $ | 314 |  | $ | 2,049 |  | $ | - |  | $ | 5,431 |
Accrued interest |  |  | 5,320 |  |  | - |  |  | - |  |  | 529 |  |  | - |  |  | 5,849 |
Accrued compensation and related benefits |  |  | 6,708 |  |  | 1,760 |  |  | 925 |  |  | 1,772 |  |  | - |  |  | 11,165 |
Current portion of content payables |  |  | - |  |  | - |  |  | - |  |  | 17,694 |  |  | - |  |  | 17,694 |
Other current liabilities |  |  | 2,615 |  |  | 4,037 |  |  | 4,216 |  |  | 5,299 |  |  | - |  |  | 16,167 |
Current portion of long-term debt |  |  | 4,587 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 4,587 |
Current liabilities from discontinued operations |  |  | 23 |  |  | 59 |  |  | - |  |  | - |  |  | - |  |  | 82 |
Total current liabilities |  |  | 20,475 |  |  | 7,702 |  |  | 5,455 |  |  | 27,343 |  |  | - |  |  | 60,975 |
LONG-TERM DEBT, net of current portion and original issue discount |  |  | 695,131 |  |  | - |  |  | - |  |  | 119,000 |  |  | - |  |  | 814,131 |
CONTENT PAYABLES, net of current portion |  |  | - |  |  | - |  |  | - |  |  | 11,163 |  |  | - |  |  | 11,163 |
OTHER LONG-TERM LIABILITIES |  |  | 14,833 |  |  | 903 |  |  | 122 |  |  | 2,828 |  |  | (364) |  |  | 18,322 |
DEFERRED TAX LIABILITIES |  |  | 187,575 |  |  | - |  |  | 674 |  |  | - |  |  | - |  |  | 188,249 |
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS |  |  | - |  |  | 4 |  |  | - |  |  | - |  |  | - |  |  | 4 |
Total liabilities |  |  | 918,014 |  |  | 8,609 |  |  | 6,251 |  |  | 160,334 |  |  | (364) |  |  | 1,092,844 |
REDEEMABLE NONCONTROLLING INTERESTS |  |  | - |  |  | - |  |  | 12,853 |  |  | - |  |  | - |  |  | 12,853 |
STOCKHOLDERS’ EQUITY: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock |  |  | - |  |  | - |  |  | - |  |  | 18 |  |  | (18) |  |  | - |
Common stock |  |  | 50 |  |  | - |  |  | 10 |  |  | 18 |  |  | (28) |  |  | 50 |
Accumulated other comprehensive income |  |  | (102) |  |  | - |  |  | - |  |  | (6) |  |  | 6 |  |  | (102) |
Additional paid-in capital |  |  | 1,006,873 |  |  | 268,560 |  |  | 41,135 |  |  | 21,548 |  |  | (331,243) |  |  | 1,006,873 |
Retained earnings (accumulated deficit) |  |  | (863,021) |  |  | 398,040 |  |  | (30,757) |  |  | (26,637) |  |  | (340,646) |  |  | (863,021) |
Total stockholders’ equity |  |  | 143,800 |  |  | 666,600 |  |  | 10,388 |  |  | (5,059) |  |  | (671,929) |  |  | 143,800 |
Noncontrolling interest |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 210,698 |  |  | 210,698 |
Total Equity |  |  | 143,800 |  |  | 666,600 |  |  | 10,388 |  |  | (5,059) |  |  | (461,231) |  |  | 354,498 |
Total liabilities, redeemable noncontrolling interests and equity |  | $ | 1,061,814 |  | $ | 675,209 |  | $ | 29,492 |  | $ | 155,275 |  | $ | (461,595) |  | $ | 1,460,195 |
CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2013
|  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  | Consolidation Adjustments |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  |  | Consolidated |
|  | Unaudited |
|  | (In thousands) |
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES |  | $ | 21,495 |  | $ | (3,578) |  | $ | (2,458) |  | $ | 25,516 |  | $ | (18,500) |  | $ | 22,475 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | (5,678) |  |  | (1,172) |  |  | (116) |  |  | (203) |  |  | - |  |  | (7,169) |
Proceeds from sales of investment securities |  |  | - |  |  | - |  |  | - |  |  | 1,053 |  |  | - |  |  | 1,053 |
Purchases of investment securities |  |  | - |  |  | - |  |  | - |  |  | (2,439) |  |  | - |  |  | (2,439) |
Proceeds from sale of discontinued operations |  |  | - |  |  | 4,000 |  |  | - |  |  | - |  |  | - |  |  | 4,000 |
Net cash flows (used in) provided by investing activities |  |  | (5,678) |  |  | 2,828 |  |  | (116) |  |  | (1,589) |  |  | - |  |  | (4,555) |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of credit facility |  |  | (2,881) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (2,881) |
Repurchase of common stock |  |  | (5,469) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (5,469) |
Repayment of senior subordinated notes |  |  | (747) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (747) |
Debt refinancing and modification costs |  |  | (33) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (33) |
Advances to/from related parties |  |  | (5,000) |  |  | - |  |  | 5,000 |  |  | - |  |  | - |  |  | - |
Payment of dividends by TV One |  |  | - |  |  | - |  |  | - |  |  | (36,228) |  |  | 18,500 |  |  | (17,728) |
Net cash flows (used in) provided by financing activities |  |  | (14,130) |  |  | - |  |  | 5,000 |  |  | (36,228) |  |  | 18,500 |  |  | (26,858) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  |  | 1,687 |  |  | (750) |  |  | 2,426 |  |  | (12,301) |  |  | - |  |  | (8,938) |
CASH AND CASH EQUIVALENTS, beginning of period |  |  | 22,512 |  |  | 1,342 |  |  | 2,414 |  |  | 30,987 |  |  | - |  |  | 57,255 |
CASH AND CASH EQUIVALENTS, end of period |  | $ | 24,199 |  | $ | 592 |  | $ | 4,840 |  | $ | 18,686 |  | $ | - |  | $ | 48,317 |
CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2012
|  |  |  | Wholly-Owned |  | Non Wholly- Owned |  |  |  |  |  |  |  |  |  |
|  | Radio One, Inc. |  | Guarantor Subsidiaries |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Consolidation Adjustments |  | Consolidated |
|  | Unaudited |
|  | (As Adjusted – See Note 1) |
|  | (In thousands) |
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES |  | $ | 15,227 |  | $ | 2,916 |  | $ | 297 |  | $ | 18,806 |  | $ | (8,059) |  | $ | 29,187 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | (6,588) |  |  | (1,512) |  |  | (106) |  |  | (1,329) |  |  | - |  |  | (9,535) |
Proceeds from sales of investment securities |  |  | - |  |  | - |  |  | - |  |  | 6,286 |  |  | - |  |  | 6,286 |
Purchases of investment securities |  |  | - |  |  | - |  |  | - |  |  | (629) |  |  | - |  |  | (629) |
Net cash flows (used in) provided by investing activities |  |  | (6,588) |  |  | (1,512) |  |  | (106) |  |  | 4,328 |  |  | - |  |  | (3,878) |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of credit facility |  |  | (4,829) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (4,829) |
Debt refinancing and modification costs |  |  | (18) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (18) |
Payment of dividends by TV One |  |  | - |  |  | - |  |  | - |  |  | (15,800) |  |  | 8,059 |  |  | (7,741) |
Net cash flows (used in) provided by financing activities |  |  | (4,847) |  |  | - |  |  | - |  |  | (15,800) |  |  | 8,059 |  |  | (12,588) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  |  | 3,792 |  |  | 1,404 |  |  | 191 |  |  | 7,334 |  |  | - |  |  | 12,721 |
CASH AND CASH EQUIVALENTS, beginning of period |  |  | 19,361 |  |  | 33 |  |  | 1,683 |  |  | 14,862 |  |  | - |  |  | 35,939 |
CASH AND CASH EQUIVALENTS, end of period |  | $ | 23,153 |  | $ | 1,437 |  | $ | 1,874 |  | $ | 22,196 |  | $ | - |  | $ | 48,660 |

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