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		Consolidation Adjustments		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