20. 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 December 31, 2011 and 2010, and related consolidated statements of operations and cash flows for each of the three years ended December 31, 2011. 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 BALANCE SHEETS

As of December 31, 2011

	Combined
	Guarantor			Radio One,
	Subsidiaries			Inc.			Eliminations			Consolidated
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	187		$	35,752		$	—		$	35,939
Short-term investments		—			761			—			761
Trade accounts receivable, net of allowance for doubtful accounts		29,896			53,980			—			83,876
Prepaid expenses and other current assets		1,691			6,730			—			8,421
Current portion of content assets		—			27,383			—			27,383
Current assets from discontinued operations		(35	)		125			—			90
Total current assets		31,739			124,731			—			156,470
PREPAID PROGRAMMING AND DEPOSITS		—			2,329			—			2,329
PROPERTY AND EQUIPMENT, net		17,994			15,994			—			33,988
INTANGIBLE ASSETS, net		551,271			693,590			—			1,244,861
CONTENT ASSETS, net		—			36,605			—			36,605
LONG-TERM INVESTMENTS		—			7,428			—			7,428
INVESTMENT IN SUBSIDIARIES		—			588,292			(588,292	)		—
OTHER ASSETS		204			3,121			—			3,325
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		1,476			—			—			1,476
Total assets	$	602,684		$	1,472,090		$	(588,292	)	$	1,486,482

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,568		$	4,058		$	—		$	5,626
Accrued interest		—			6,703			—			6,703
Accrued compensation and related benefits		1,958			9,023			—			10,981
Current portion of content payables		—			20,807			—			20,807
Income taxes payable		—			1,794			—			1,794
Other current liabilities		9,367			2,860			—			12,227
Current portion of long-term debt		—			3,860			—			3,860
Current liabilities from discontinued operations		230			30			—			260
Total current liabilities		13,123			49,135			—			62,258
LONG-TERM DEBT, net of current portion and original issue discount		—			805,044			—			805,044
CONTENT PAYABLES, net of current portion		—			16,168			—			16,168
OTHER LONG-TERM LIABILITIES		1,240			17,281			—			18,521
DEFERRED TAX LIABILITIES		—			153,521			—			153,521
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		29			—			—			29
Total liabilities		14,392			1,041,149			—			1,055,541

REDEEMABLE NONCONTROLLING INTERESTS		—			20,343			—			20,343

STOCKHOLDERS’ EQUITY:
Common stock		—			50			—			50
Accumulated other comprehensive income		—			(199	)		—			(199	)
Additional paid-in capital		197,680			1,001,840			(197,680	)		1,001,840
Retained earnings (accumulated deficit)		390,612			(796,156	)		(390,612	)		(796,156	)
Total stockholders’ equity		588,292			205,535			(588,292	)		205,535
Noncontrolling interest		—			205,063			—			205,063
Total Equity		588,292			410,598			(588,292	)		410,598
Total liabilities, redeemable noncontrolling interests and equity	$	602,684		$	1,472,090		$	(588,292	)	$	1,486,482

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

As of December 31, 2010

	Combined
	Guarantor		Radio One,
	Subsidiaries		Inc.			Eliminations			Consolidated
	(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 STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2011

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

NET REVENUE	$	130,236		$	234,373		$	-		$	364,609
OPERATING EXPENSES:
Programming and technical		32,577			82,612			-			115,189
Selling, general and administrative, including stock-based compensation		55,781			70,903			-			126,684
Corporate selling, general and administrative, including stock-based compensation		-			37,850			-			37,850
Depreciation and amortization		7,995			29,074			-			37,069
Impairment of long-lived assets		14,509			7,822			-			22,331
Total operating expenses		110,862			228,261			-			339,123
Operating income (loss)		19,374			6,112			-			25,486
INTEREST INCOME		-			354			-			354
INTEREST EXPENSE		426			87,904			-			88,330
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		-			324			-			324
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		18,948			60,661			-			79,609
PROVISION FOR INCOME TAXES		-			66,686			-			66,686
Net income (loss) before equity in income of subsidiaries and discontinued operations		18,948			(6,025	)		-			12,923
EQUITY IN INCOME OF SUBSIDIARIES		-			18,928			(18,928	)		-
Net income (loss) from continuing operations		18,948			12,903			(18,928	)		12,923
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(20	)		-			-			(20	)
Consolidated net income (loss)		18,928			12,903			(18,928	)		12,903
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			10,014			-			10,014
Consolidated net income (loss) attributable to common stockholders	$	18,928		$	2,889		$	(18,928	)	$	2,889

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2010

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

NET REVENUE	$	134,872		$	144,848		$	-		$	279,720
OPERATING EXPENSES:
Programming and technical, including stock-based compensation		34,207			40,645			-			74,852
Selling, general and administrative, including stock-based compensation		58,864			44,361			-			103,225
Corporate selling, general and administrative, including stock-based compensation		-			32,922			-			32,922
Depreciation and amortization		9,825			7,560			-			17,385
Impairment of long-lived assets		-			36,063			-			36,063
Total operating expenses		102,896			161,551			-			264,447
Operating income (loss)		31,976			(16,703	)		-			15,273
INTEREST INCOME		-			127			-			127
INTEREST EXPENSE		-			46,834			-			46,834
EQUITY IN INCOME OF AFFILIATED COMPANY		-			5,558			-			5,558
GAIN ON RETIREMENT OF DEBT		-			6,646			-			6,646
OTHER INCOME (EXPENSE)		142			(3,203	)		-			(3,061	)
Income (Loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		32,118			(54,409	)		-			(22,291	)
PROVISION FOR INCOME TAXES		-			3,971			-			3,971
Net income (loss) before equity in income of subsidiaries and discontinued operations		32,118			(58,380	)		-			(26,262	)
EQUITY IN INCOME OF SUBSIDIARIES		-			31,957			(31,957	)		-
Net income (loss) from continuing operations		32,118			(26,423	)		(31,957	)		(26,262	)
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(161	)		(202	)		-			(363	)
Consolidated net income (loss)		31,957			(26,625	)		(31,957	)		(26,625	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			2,008			-			2,008
Consolidated net income (loss) attributable to common stockholders	$	31,957		$	(28,633	)	$	(31,957	)	$	(28,633	)

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2009

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

NET REVENUE	$	124,457		$	147,420		$	-	$	271,877
OPERATING EXPENSES:
Programming and technical, including stock-based compensation		34,455			40,981			-		75,436
Selling, general and administrative, including stock-based compensation		53,692			37,186			-		90,878
Corporate selling, general and administrative, including stock-based compensation		-			24,732			-		24,732
Depreciation and amortization		11,913			9,051			-		20,964
Impairment of long-lived assets		50,933			15,004			-		65,937
Total operating expenses		150,993			126,954			-		277,947
Operating (loss) income		(26,536	)		20,466			-		(6,070	)
INTEREST INCOME		-			144			-		144
INTEREST EXPENSE		3			38,401			-		38,404
EQUITY IN INCOME OF AFFILIATED COMPANY		-			3,653			-		3,653
GAIN ON RETIREMENT OF DEBT		-			1,221			-		1,221
OTHER INCOME (EXPENSE)		36			(140	)		-		(104	)
Loss before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		(26,503	)		(13,057	)		-		(39,560	)
PROVISION FOR INCOME TAXES		-			7,014			-		7,014
Net loss before equity in loss of subsidiaries and discontinued operations		(26,503	)		(20,071	)		-		(46,574	)
EQUITY IN LOSS OF SUBSIDIARIES		-			(28,579	)		28,579		-
Net loss from continuing operations		(26,503	)		(48,650	)		28,579		(46,574	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, net of tax		(2,076	)		92			-		(1,984	)
Consolidated net loss		(28,579	)		(48,558	)		28,579		(48,558	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			4,329			-		4,329
Consolidated net loss attributable to common stockholders	$	(28,579	)	$	(52,887	)	$	28,579	$	(52,887	)

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2011

	Combined			Radio
	Guarantor			One,
	Subsidiaries			Inc.			Eliminations		Consolidated

	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$	18,928		$	(6,025	)	$	-	$	12,903
Adjustments to reconcile consolidated net loss to net cash from operating activities:
Depreciation and amortization		7,995			29,074			-		37,069
Amortization of debt financing costs		-			3,750			-		3,750
Amortization of content assets		-			31,539			-		31,539
Deferred income taxes		-			64,151			-		64,151
Gain on investment in affiliated company		-			(146,879	)		-		(146,879	)
Impairment of long-lived assets		14,509			7,822			-		22,331
Equity in net income of affiliated company		-			(3,287	)		-		(3,287	)
Stock-based compensation		-			5,146			-		5,146
Non-cash interest		-			26,023			-		26,023
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		531			2,454			-		2,985
Prepaid expenses and other current assets		(368	)		3,596			-		3,228
Other assets		293			3,552			-		3,845
Accounts payable		1,157			(3,980	)		-		(2,823	)
Due to corporate/from subsidiaries		(44,220	)		44,220			-		-
Accrued interest		-			2,145			-		2,145
Accrued compensation and related benefits		(374	)		(1,266	)		-		(1,640	)
Income taxes payable		-			123			-		123
Other liabilities		693			(14,474	)		-		(13,781	)
Net cash flows provided by operating activities from discontinued operations		-			447			-		447
Net cash flows (used in) provided by operating activities		(856	)		55,874			-		55,018
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(9,445	)		-		(9,445	)
Net cash and investments acquired in connection with TV One consolidation		-			65,245			-		65,245
Purchase of content assets		-			(23,412	)		-		(23,412	)
Net cash flows used in investing activities		-			32,388			-		32,388
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		-			378,280			-		378,280
Payment of credit facility		-			(356,576	)		-		(356,576	)
Debt refinancing and modification costs		-			(6,253	)		-		(6,253	)
Repurchase of noncontrolling interests		-			(54,595	)		-		(54,595	)
Proceeds from noncontrolling interest member		-			2,776			-		2,776
Payment of dividends to noncontrolling interest shareholders of Reach Media		-			(1,511	)		-		(1,511	)
Payment of dividends to noncontrolling interest shareholders of TV One		-			(12,306	)		-		(12,306	)
Repayment of other debt		-			(1,000	)		-		(1,000	)
Repurchase of common stock		-			(9,474	)		-		(9,474	)
Net cash flows used in financing activities		-			(60,659	)		-		(60,659	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(856	)		27,603			-		26,747
CASH AND CASH EQUIVALENTS, beginning of period		1,043			8,149			-		9,192
CASH AND CASH EQUIVALENTS, end of period	$	187		$	35,752		$	-	$	35,939

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2010

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations		Consolidated
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	31,957		$	(58,582	)	$	-	$	(26,625	)
Adjustments to reconcile consolidated net loss to net cash from operating activities:
Depreciation and amortization		9,825			7,560			-		17,385
Amortization of debt financing costs		-			2,970			-		2,970
Write off of debt financing costs		-			3,055			-		3,055
Deferred income taxes		-			1,311			-		1,311
Impairment of long-lived assets		-			36,063			-		36,063
Equity in net income of affiliated company		-			(5,558	)		-		(5,558	)
Stock-based compensation and other non-cash compensation		-			5,799			-		5,799
Gain on retirement of debt		-			(6,646	)		-		(6,646	)
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable, net		(2,575	)		(8,914	)		-		(11,489	)
Prepaid expenses and other current assets		474			(3,918	)		-		(3,444	)
Other assets		984			6,138			-		7,122
Accounts payable		(417	)		(736	)		-		(1,153	)
Due to corporate/from subsidiaries		(35,711	)		35,711			-		-
Accrued interest		-			(4,941	)		-		(4,941	)
Accrued compensation and related benefits		(327	)		801			-		474
Income taxes payable		-			138			-		138
Other liabilities		(499	)		3,915			-		3,416
Net cash flows used in operating activities from discontinued operations		49			(90	)		-		(41	)
Net cash flows provided by operating activities		3,760			14,076			-		17,836
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(4,322	)		-		(4,322	)
Purchase of intangible assets		-			(342	)		-		(342	)
Net cash flows used in investing activities		-			(4,664	)		-		(4,664	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		-			342,000			-		342,000
Payment of credit facility		-			(339,343	)		-		(339,343	)
Proceeds from issuance of Senior Subordinated Notes		-			286,794			-		286,794
Repayment of Senior Subordinated Notes		-			(290,800	)		-		(290,800	)
Payment of dividend to noncontrolling interest shareholders of Reach Media		(2,844	)		-			-		(2,844	)
Payment of bank financing costs		-			(19,750	)		-		(19,750	)
Net cash flows used in financing activities		(2,844	)		(21,099	)		-		(23,943	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		916			(11,687	)		-		(10,771	)
CASH AND CASH EQUIVALENTS, beginning of period		127			19,836			-		19,963
CASH AND CASH EQUIVALENTS, end of period	$	1,043		$	8,149		$	-	$	9,192

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2009

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations		Consolidated
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(28,579	)	$	(19,979	)	$	-	$	(48,558	)
Adjustments to reconcile consolidated net loss to net cash from operating activities:
Depreciation and amortization		11,913			9,051			-		20,964
Amortization of debt financing costs		-			2,419			-		2,419
Deferred income taxes		-			1,996			-		1,996
Impairment of long-lived assets		50,933			15,004			-		65,937
Equity in net losses of affiliated company		-			(3,653	)		-		(3,653	)
Stock-based compensation and other non-cash compensation		-			1,649			-		1,649
Gain on retirement of debt		-			(1,221	)		-		(1,221	)
Amortization of contract inducement and termination fee		(598	)		(665	)		-		(1,263	)
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable, net		(2,491	)		4,922			-		2,431
Prepaid expenses and other current assets		154			202			-		356
Other assets		(277	)		5,101			-		4,824
Accounts payable		(375	)		1,215			-		840
Due to corporate/from subsidiaries		(30,646	)		30,646			-		-
Accrued interest		-			(584	)		-		(584	)
Accrued compensation and related benefits		437			(583	)		-		(146	)
Income taxes payable		-			1,502			-		1,502
Other liabilities		(642	)		(2,109	)		-		(2,751	)
Net cash flows provided by (used in) operating activities from discontinued operations		755			(54	)		-		701
Net cash flows provided by operating activities		584			44,859			-		45,443
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(3,058	)		(1,470	)		-		(4,528	)
Purchase of intangible assets		-			(343	)		-		(343	)
Net cash flows used in investing activities		(3,058	)		(1,813	)		-		(4,871	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior subordinated notes		-			(1,220	)		-		(1,220	)
Repayment of other debt		-			(153	)		-		(153	)
Proceeds from credit facility		-			116,500			-		116,500
Repurchase of common stock		-			(19,697	)		-		(19,697	)
Payment of credit facility		-			(136,670	)		-		(136,670	)
Payment of bank financing costs		-			(1,658	)		-		(1,658	)
Net cash flows used in financing activities		-			(42,898	)		-		(42,898	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(2,474	)		148			-		(2,326	)
CASH AND CASH EQUIVALENTS, beginning of period		2,601			19,688			-		22,289
CASH AND CASH EQUIVALENTS, end of period	$	127		$	19,836		$	-	$	19,963