13. 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 6⅜% Senior Subordinated Notes due February 2013, the 12½%/15% Senior Subordinated Notes due May 2016, and the Company’s obligations under the 2011 Credit Agreement.

Set forth below are consolidated balance sheets for the Company and the Subsidiary Guarantors as of June 30, 2011 and December 31, 2010, and related consolidated statements of operations and cash flows for each of the three and six months ended June 31, 2011 and 2010. 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.

RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended June 30, 2011

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.		Eliminations			Consolidated
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
	(In thousands)

NET REVENUE	$	33,743		$	63,319	$	—		$	97,062
OPERATING EXPENSES:
Programming and technical		7,677			23,041		—			30,718
Selling, general and administrative, including stock-based compensation		13,017			18,789		—			31,806
Corporate selling, general and administrative, including stock-based compensation		—			8,510		—			8,510
Depreciation and amortization		2,023			8,215		—			10,238
Total operating expenses		22,717			58,555		—			81,272
Operating income		11,026			4,764		—			15,790
INTEREST INCOME		—			9		—			9
INTEREST EXPENSE		—			22,916		—			22,916
GAIN ON INVESTMENT IN AFFILIATED COMPANY					146,879					146,879
EQUITY IN INCOME OF AFFILIATED COMPANY		—			208		—			208
OTHER EXPENSE, net					47		—			47
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		11,026			128,897		—			139,923
PROVISION FOR INCOME TAXES		—			38,611		—			38,611
Net income before equity in income of subsidiaries and discontinued operations		11,026			90,286		—			101,312
EQUITY IN INCOME OF SUBSIDIARIES		—			10,981		(10,981	)		—
Net income (loss) from continuing operations		11,026			101,267		(10,981	)		101,312
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(45	)		—		—			(45	)
CONSOLIDATED NET INCOME (LOSS)		10,981			101,267		(10,981	)		101,267
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		—			2,717		—			2,717
CONSOLIDATED NET LOSS INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	10,981		$	98,550	$	(10,981	)	$	98,550

RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended June 30, 2010

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations			Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(As Adjusted - See Note 1)
	(In thousands)

NET REVENUE	$	35,567		$	39,579		$	—		$	75,146
OPERATING EXPENSES:
Programming and technical		8,781			10,513			—			19,294
Selling, general and administrative, including stock-based compensation		14,988			12,755			—			27,743
Corporate selling, general and administrative, including stock-based compensation		—			9,441			—			9,441
Depreciation and amortization		2,595			2,242			—			4,837
Total operating expenses		26,364			34,951			—			61,315
Operating income		9,203			4,628			—			13,831
INTEREST INCOME		—			43			—			43
INTEREST EXPENSE		—			9,703			—			9,703
EQUITY IN INCOME OF AFFILIATED COMPANY		—			1,139			—			1,139
OTHER (INCOME) EXPENSE, net		(3	)		2,409			—			2,406
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		9,206			(6,302	)		—			2,904
PROVISION FOR INCOME TAXES		—			233			—			233
Net income (loss) before equity in income of subsidiaries and discontinued operations		9,206			(6,535	)		—			2,671
EQUITY IN INCOME OF SUBSIDIARIES		—			9,110			(9,110	)		—
Net income (loss) from continuing operations		9,206			2,575			(9,110	)		2,671
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(96)			(81	)		—			(177	)
CONSOLIDATED NET INCOME (LOSS)		9,110			2,494			(9,110	)		2,494
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		—			446			—			446
NET LOSS INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	9,110		$	2,048		$	(9,110	)	$	2,048

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2011

	Combined Guarantor Subsidiaries			Radio One, Inc.		Eliminations			Consolidated
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
	(In thousands)

NET REVENUE	$	61,838		$	100,232	$	—		$	162,070
OPERATING EXPENSES:
Programming and technical		16,196			33,353		—			49,549
Selling, general and administrative, including stock-based compensation		25,888			34,413		—			60,301
Corporate selling, general and administrative, including stock-based compensation		—			16,532		—			16,532
Depreciation and amortization		4,210			10,111		—			14,321
Total operating expenses		46,294			94,409		—			140,703
Operating income		15,544			5,823		—			21,367
INTEREST INCOME		—			17		—			17
INTEREST EXPENSE		—			42,249		—			42,249
GAIN ON INVESTMENT IN AFFILIATED COMPANY		—			146,879		—			146,879
EQUITY IN INCOME OF AFFILIATED COMPANY		—			3,287		—			3,287
LOSS ON RETIREMENT OF DEBT		—			7,743		—			7,743
OTHER EXPENSE, NET		—			22		—			22
Income before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		15,544			105,992		—			121,536
PROVISION FOR INCOME TAXES		—			84,230		—			84,230
Net income before equity in income of subsidiaries and discontinued operations		15,544			21,762		—			37,306
EQUITY IN INCOME OF SUBSIDIARIES		—			15,463		(15,463	)		—
Net income (loss) from continuing operations		15,544			37,225		(15,463	)		37,306
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(81	)		—		—			(81	)
CONSOLIDATED NET INCOME (LOSS)		15,463			37,225		(15,463	)		37,225
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		—			2,920		—			2,920
NET LOSS INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	15,463		$	34,305	$	(15,463	)	$	34,305

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2010

	Combined Guarantor Subsidiaries			Radio One, Inc.			Eliminations			Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(As Adjusted - See Note 1)
	(In thousands)

NET REVENUE	$	64,324		$	69,802		$	—		$	134,126
OPERATING EXPENSES:
Programming and technical		17,082			20,747			—			37,829
Selling, general and administrative, including stock-based compensation		28,862			21,867			—			50,729
Corporate selling, general and administrative, including stock-based compensation		—			18,336			—			18,336
Depreciation and amortization		5,138			4,407			—			9,545
Impairment of long-lived assets		—			—			—			—
Total operating expenses		51,082			65,357			—			116,439
Operating income		13,242			4,445			—			17,687
INTEREST INCOME		—			67			—			67
INTEREST EXPENSE		—			18,938			—			18,938
LOSS ON RETIREMENT OF DEBT		—			—			—			—
EQUITY IN INCOME OF AFFILIATED COMPANY		—			2,048			—			2,048
OTHER (INCOME) EXPENSE, NET		(114	)		2,997			—			2,883
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		13,356			(15,375	)		—			(2,019	)
BENEFIT FROM INCOME TAXES		—			(75	)		—			(75	)
Net income (loss) before equity in income of subsidiaries and discontinued operations		13,356			(15,300	)		—			(1,944	)
EQUITY IN INCOME OF SUBSIDIARIES		—			13,366			(13,366	)		—
Net income (loss) from continuing operations		13,356			(1,934	)		(13,366	)		(1,944	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax		10			(169	)		—			(159	)
CONSOLIDATED NET INCOME (LOSS)		13,366			(2,103	)		(13,366	)		(2,103	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		—			417			—			417
NET LOSS INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	13,366		$	(2,520	)	$	(13,366	)	$	(2,520	)

RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of June 30, 2011

	Combined
	Guarantor		Radio One,
	Subsidiaries		Inc.			Eliminations			Consolidated
	(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
	(In thousands)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	52	$	29,837		$	—		$	29,889
Short-term investments		—		584			—			584
Trade accounts receivable, net of allowance for doubtful accounts		28,719		54,462			—			83,181
Prepaid expenses and other current assets		1,398		4,262			—			5,660
Current portion of content assets		—		17,732			—			17,732
Current assets from discontinued operations		—		129			—			129
Total current assets		30,169		107,006			—			137,175
PREPAID PROGRAMMING AND DEPOSITS		—		5,064			—			5,064
PROPERTY AND EQUIPMENT, net		17,946		15,683			—			33,629
INTANGIBLE ASSETS, net		566,667		722,871			—			1,289,538
CONTENT ASSETS, net		—		47,322			—			47,322
LONG-TERM INVESTMENTS		—		6,136			—			6,136
INVESTMENT IN SUBSIDIARIES		—		603,994			(603,994	)		—
OTHER ASSETS		350		3,129			—			3,479
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		1,513		—			—			1,513
Total assets	$	616,645	$	1,511,205		$	(603,994	)	$	1,523,856

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	927	$	3,721		$	—		$	4,648
Accrued interest		—		6,362			—			6,362
Accrued compensation and related benefits		1,985		8,608			—			10,593
Current portion of content payables				23,254			—			23,254
Income taxes payable		—		1,914			—			1,914
Other current liabilities		8,200		2,126			—			10,326
Current portion of long-term debt		—		4,860			—			4,860
Current liabilities from discontinued operations		49		31			—			80
Total current liabilities		11,161		50,876			—			62,037
LONG-TERM DEBT, net of current portion and original issue discount		—		792,773			—			792,773
CONTENT PAYABLES, net of current portion		—		18,214			—			18,214
OTHER LONG-TERM LIABILITIES		1,457		14,741			—			16,198
DEFERRED TAX LIABILITIES		—		172,536			—			172,536
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		33		—			—			33
Total liabilities		12,651		1,049,140			—			1,061,791

REDEEMABLE NONCONTROLLING INTERESTS		—		28,736			—			28,736

STOCKHOLDERS’ EQUITY:
Common stock		—		51			—			51
Accumulated other comprehensive income		—		56			—			56
Additional paid-in capital		216,847		991,884			(216,847	)		991,884
Retained earnings (accumulated deficit)		387,147		(764,740	)		(387,147	)		(764,740	)
Total stockholders’ equity		603,994		227,251			(603,994	)		227,251
Noncontrolling interest		—		206,078			—			206,078
Total Equity		603,994		433,329			(603,994	)		433,329
Total liabilities, redeemable noncontrolling interests and equity	$	616,645	$	1,511,205		$	(603,994	)	$	1,523,856

RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of December 31, 2010

	Combined
	Guarantor		Radio One,
	Subsidiaries		Inc.			Eliminations			Consolidated
	(As Adjusted - See Note 1)
	(In thousands)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,043	$	8,149		$	—		$	9,192
Trade accounts receivable, net of allowance for doubtful accounts		30,427		28,000			—			58,427
Prepaid expenses and other current assets		1,323		7,050			—			8,373
Current assets from discontinued operations		31		128			—			159
Total current assets		32,824		43,327			—			76,151
PROPERTY AND EQUIPMENT, net		19,392		13,649			—			33,041
INTANGIBLE ASSETS, net		567,600		271,345			—			838,945
INVESTMENT IN SUBSIDIARIES		—		609,199			(609,199	)		—
INVESTMENT IN AFFILIATED COMPANY		—		47,470			—			47,470
OTHER ASSETS		497		1,484			—			1,981
NON-CURRENT ASSESTS FROM DISCONTINUED OPERATIONS		1,624		—			—			1,624
Total assets	$	621,937	$	986,474		$	(609,199	)	$	999,212

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	411	$	2,598		$	—		$	3,009
Accrued interest		—		4,558			—			4,558
Accrued compensation and related benefits		2,332		8,389			—			10,721
Income taxes payable		—		1,671			—			1,671
Other current liabilities		8,383		3,321			—			11,704
Current portion of long-term debt		—		18,402			—			18,402
Current liabilities from discontinued operations		44		(10	)		—			34
Total current liabilities		11,170		38,929			—			50,099
LONG-TERM DEBT, net of current portion		—		623,820			—			623,820
OTHER LONG-TERM LIABILITIES		1,531		9,363			—			10,894
DEFERRED TAX LIABILITIES		—		89,392			—			89,392
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		37		—			—			37
Total liabilities		12,738		761,504			—			774,242

REDEEMABLE NONCONTROLLING INTERESTS		—		30,635			—			30,635

STOCKHOLDERS’ EQUITY:
Common stock		—		54			—			54
Accumulated comprehensive income adjustments		—		(1,424	)		—			(1,424	)
Additional paid-in capital		237,515		994,750			(237,515	)		994,750
Retained earnings (accumulated deficit)		371,684		(799,045	)		(371,684	)		(799,045	)
Total stockholders’ equity		609,199		194,335			(609,199	)		194,335
Total liabilities, redeemable noncontrolling interests and stockholders' equity	$	621,937	$	986,474		$	(609,199	)	$	999,212

RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2011

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations			Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	15,463			37,225			(15,463	)		37,225
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		4,210			10,111			—			14,321
Amortization of debt financing costs		—			2,339			—			2,339
Amortization of content assets		—			9,406			—			9,406
Deferred income taxes		—			84,230			—			84,230
Gain on investment in affiliated company		—			(146,879	)		—			(146,879	)
Equity in income of affiliated company		—			(3,287	)		—			(3,287	)
Stock-based compensation and other non-cash compensation		—			2,136			—			2,136
Non-cash interest		—			12,391			—			12,391
Loss on retirement of debt		—			7,743			—			7,743
Effect of change in operating assets and liabilities, net of assets acquired:											—
Trade accounts receivable, net		1,708			(26,462	)		—			(24,754	)
Prepaid expenses and other current assets		(75	)		2,788			—			2,713
Other assets		147			1,778			—			1,925
Accounts payable		516			1,123			—			1,639
Due to corporate/from subsidiaries		(22,356	)		22,356			—			—
Accrued interest		—			1,804			—			1,804
Accrued compensation and related benefits		(347	)		219			—			(128	)
Income taxes payable		—			243			—			243
Other liabilities		(257	)		(1,290	)		—			(1,547	)
Net cash flows provided by operating activities from discontinued operations		—			616			—			616
Net cash flows provided by operating activities		(991	)		18,590			(15,463	)		2,136
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		—			(3,610	)		—			(3,610	)
Net cash and investments acquired in connection with TV One consolidation		—			65,245			—			65,245
Investment in subsidiaries		—			(15,463	)		15,463			—
Purchase of content assets		—			(2,345	)		—			(2,345	)
Net cash flows provided by investing activities		—			43,827			15,463			59,290
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		—			378,280			—			378,280
Repayment of credit facility		—			(353,681	)		—			(353,681	)
Repurchase of common stock		—			(7,510	)		—			(7,510	)
Repurchase of noncontrolling interest		—			(54,595	)		—			(54,595	)
Proceeds from noncontrolling interest member		—			2,776			—			2,776
Debt refinancing and modification costs		—			(5,999	)		—			(5,999	)
Net cash flows used in financing activities		—			(40,729	)		—			(40,729	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(991	)		21,688			—			20,697
CASH AND CASH EQUIVALENTS, beginning of period		1,043			8,149			—			9,192
CASH AND CASH EQUIVALENTS, end of period	$	52		$	29,837		$	—		$	29,889

RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2010

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations			Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(As Adjusted - See Note 1)
	(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	13,366		$	(2,103	)	$	(13,366	)	$	(2,103	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		5,138			4,407			—			9,545
Amortization of debt financing costs		—			1,168			—			1,168
Write off of debt financing costs		—			3,055			—			3,055
Deferred income taxes		—			(818	)		—			(818	)
Equity in income of affiliated company		—			(2,048	)		—			(2,048	)
Stock-based compensation and other non-cash compensation		—			3,969			—			3,969
Effect of change in operating assets and liabilities, net of assets acquired:											—
Trade accounts receivable, net		(3,161	)		(9,518	)		—			(12,679	)
Prepaid expenses and other current assets		(624	)		(1,283	)		—			(1,907	)
Other assets		187			2,413			—			2,600
Accounts payable		(325	)		(1,292	)		—			(1,617	)
Due to corporate/from subsidiaries		(22,564	)		22,564			—			—
Accrued interest		—			2,030			—			2,030
Accrued compensation and related benefits		373			2,291			—			2,664
Income taxes payable		—			327			—			327
Other liabilities		10,441			(7,845	)		—			2,596
Net cash flows provided by (used in) operating activities from discontinued operations		213			(109	)		—			104
Net cash flows provided by (used in) operating activities		3,044			17,208			(13,366	)		6,886
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,494	)		(495	)		—			(1,989	)
Investment in subsidiaries		—			(13,366	)		13,366			—
Purchase of other intangible assets		—			(268	)		—			(268	)
Net cash flows (used in) provided by investing activities		(1,494	)		(14,129	)		13,366			(2,257	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		—			12,000			—			12,000
Repayment of credit facility		—			(8,449	)		—			(8,449	)
Debt refinancing and modification costs		—			(7,095	)		—			(7,095	)
Net cash flows used in financing activities		—			(3,544	)		—			(3,544	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,550			(465	)		—			1,085
CASH AND CASH EQUIVALENTS, beginning of period		127			19,836			—			19,963
CASH AND CASH EQUIVALENTS, end of period	$	1,677		$	19,371		$	—		$	21,048