form8-kaugust082014.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 5, 2014 (Date of earliest event reported)

Commission File No.: 0-25969

RADIO ONE, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		52-1166660 (I.R.S. Employer Identification No.)

1010 Wayne Avenue

14th Floor

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301) 429-3200

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition.

The Company also issued a press release setting forth the results for its quarter ended June 30, 2014. A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.


Exhibit Number		Description

99.1		Press release dated August 5, 2014: Radio One, Inc. Reports Second Quarter Results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


					RADIO ONE, INC.
					/s/ Peter D. Thompson
	August 8, 2014				Peter D. Thompson
					Chief Financial Officer and Principal Accounting Officer

pressreleaseaugust052014.htm

NEWS RELEASE

August 5, 2014 Contact: Peter D. Thompson, EVP and CFO

FOR IMMEDIATE RELEASE (301) 429-4638

Washington, DC

RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

Washington, DC: - Radio One, Inc. (NASDAQ: ROIAK and ROIA) today reported its results for the quarter ended June 30, 2014. Net revenue was approximately $108.4 million, a decrease of 9.4% from the same period in 2013, resulting primarily from a timing difference of Reach Media’s annual cruise event. Station operating income1 was approximately $41.0 million, a decrease of 10.0% from the same period in 2013. The Company reported operating income of approximately $22.4 million for the three months ended June 30, 2014, compared to operating income of $18.3 million for the same period in 2013. Net loss was approximately $10.8 million or $0.23 per share compared to $14.2 million or $0.29 per share, for the same period in 2013.

Alfred C. Liggins, III, Radio One’s CEO and President stated, “Our radio division experienced a combination of general market-softness and specific competitive issues. In the markets in which we operate, advertising revenues were down by 3.8% for the quarter compared to our core radio performance of –4.1%. Part of that decline resulted from the impact of a new competitor in Houston, which has adversely impacted our ratings in that market. Excluding Houston, we outperformed our markets by approximately 210 bps. Third quarter radio revenue pacings are currently negative mid to high single digits, and, while we expect some lift from political advertising, I anticipate that Q3 radio revenues will be down low to mid-single digits. Cable TV revenues were relatively flat for the quarter, and we remain focused on the successful renewal of our carriage agreements.”

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PAGE 2 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

RESULTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
				(as adjusted)2						(as adjusted)2
STATEMENT OF OPERATIONS	(unaudited)						(unaudited)
	(in thousands, except share data)						(in thousands, except share data)

NET REVENUE	$	108,414		$	119,602		$	219,486		$	218,714
OPERATING EXPENSES
Programming and technical, excluding stock-based compensation		33,920			32,952			69,192			63,473
Selling, general and administrative, excluding stock-based compensation		33,445			41,020			74,058			73,744
Corporate selling, general and administrative, excluding stock-based compensation		9,398			7,975			19,439			17,423
Stock-based compensation		65			47			110			90
Depreciation and amortization		9,236			9,478			18,506			19,029
Impairment of long-lived assets		-			9,800			-			11,170
Total operating expenses		86,064			101,272			181,305			184,929
Operating income		22,350			18,330			38,181			33,785
INTEREST INCOME		81			102			134			142
INTEREST EXPENSE		19,255			22,315			41,118			44,474
LOSS ON RETIREMENT OF DEBT		-			-			5,679			-
OTHER (INCOME) EXPENSE, net		(21	)		(30	)		45			(70	)
Income (loss) before provision for income taxes, noncontrolling interest in income of subsidiaries and income from discontinued operations		3,197			(3,853	)		(8,527	)		(10,477	)
PROVISION FOR INCOME TAXES		8,605			4,702			17,183			11,383
Net loss from continuing operations		(5,408	)		(8,555	)		(25,710	)		(21,860	)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		-			3			-			893
CONSOLIDATED NET LOSS		(5,408	)		(8,552	)		(25,710	)		(20,967	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		5,408			5,662			10,289			11,353
CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(10,816	)	$	(14,214	)	$	(35,999	)	$	(32,320	)

AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
NET LOSS FROM CONTINUING OPERATIONS	$	(10,816	)	$	(14,217	)	$	(35,999	)	$	(33,213	)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		-			3			-			893
CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(10,816	)	$	(14,214	)	$	(35,999	)	$	(32,320	)

Weighted average shares outstanding - basic3		47,465,653			48,737,941			47,453,414			49,299,953
Weighted average shares outstanding - diluted4		47,465,653			48,737,941			47,453,414			49,299,953

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PAGE 3 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
				(as adjusted)2						(as adjusted)2
PER SHARE DATA - basic and diluted:	(unaudited)						(unaudited)
	(in thousands, except per share data)						(in thousands, except per share data)

Net loss from continuing operations (basic)	$	(0.23	)	$	(0.29	)	$	(0.76	)	$	(0.67	)
Income from discontinued operations, net of tax (basic)		0.00			0.00			0.00			0.02
Consolidated net loss attributable to common stockholders (basic)	$	(0.23	)	$	(0.29	)	$	(0.76	)	$	(0.66	) *

Net loss from continuing operations (diluted)	$	(0.23	)	$	(0.29	)	$	(0.76	)	$	(0.67	)
Income from discontinued operations, net of tax (diluted)		0.00			0.00			0.00			0.02
Consolidated net loss attributable to common stockholders (diluted)	$	(0.23	)	$	(0.29	)	$	(0.76	)	$	(0.66	) *

SELECTED OTHER DATA
Station operating income 1	$	41,049		$	45,630		$	76,236		$	81,497
Station operating income margin (% of net revenue)		37.9	%		38.2	%		34.7	%		37.3	%

Station operating income reconciliation:

Consolidated net loss attributable to common stockholders	$	(10,816	)	$	(14,214	)	$	(35,999	)	$	(32,320	)
Add back non-station operating income items included in consolidated net loss:
Interest income		(81	)		(102	)		(134	)		(142	)
Interest expense		19,255			22,315			41,118			44,474
Provision for income taxes		8,605			4,702			17,183			11,383
Corporate selling, general and administrative expenses		9,398			7,975			19,439			17,423
Stock-based compensation		65			47			110			90
Loss on retirement of debt		-			-			5,679			-
Other (income) expense, net		(21	)		(30	)		45			(70	)
Depreciation and amortization		9,236			9,478			18,506			19,029
Noncontrolling interest in income of subsidiaries		5,408			5,662			10,289			11,353
Impairment of long-lived assets		-			9,800			-			11,170
Income from discontinued operations, net of tax		-			(3	)		-			(893	)
Station operating income	$	41,049		$	45,630		$	76,236		$	81,497

Adjusted EBITDA5	$	31,651		$	37,655		$	56,797		$	64,074

Adjusted EBITDA reconciliation:

Consolidated net loss attributable to common stockholders	$	(10,816	)	$	(14,214	)	$	(35,999	)	$	(32,320	)
Interest income		(81	)		(102	)		(134	)		(142	)
Interest expense		19,255			22,315			41,118			44,474
Provision for income taxes		8,605			4,702			17,183			11,383
Depreciation and amortization		9,236			9,478			18,506			19,029
EBITDA	$	26,199		$	22,179		$	40,674		$	42,424
Stock-based compensation		65			47			110			90
Loss on retirement of debt		-			-			5,679			-
Other (income) expense, net		(21	)		(30	)		45			(70	)
Noncontrolling interest in income of subsidiaries		5,408			5,662			10,289			11,353
Impairment of long-lived assets		-			9,800			-			11,170
Income from discontinued operations, net of tax		-			(3	)		-			(893	)
Adjusted EBITDA	$	31,651		$	37,655		$	56,797		$	64,074

* Per share amounts do not add due to rounding.

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PAGE 4 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

	June 30, 2014		December 31, 2013
	(unaudited)
	(in thousands)
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents	$	60,019	$	56,676
Intangible assets, net		1,137,082		1,147,017
Total assets		1,406,276		1,414,355
Total debt (including current portion)		821,389		815,635
Total liabilities		1,144,454		1,117,381
Total equity		250,774		284,975
Redeemable noncontrolling interest		11,048		11,999
Noncontrolling interest		207,538		207,026

	Current Amount Outstanding		Applicable Interest Rate
	(in thousands)
SELECTED LEVERAGE DATA:
Senior bank term debt, net of original issue discount of approximately $3.1 million (subject to variable rates) (a)	$	367,389		7.50	%
9.25% senior subordinated notes due February 2020 (fixed rate)		335,000		9.25	%
10% Senior Secured TV One Notes due March 2016 (fixed rate)		119,000		10.00	%

(a)	Subject to variable Libor plus a spread that is incorporated into the applicable interest rate set forth above.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to Radio One at the time of this release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Radio One's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in Radio One’s reports on Forms 10-K, 10-Q, 10-Q/A, 8-K and other filings with the Securities and Exchange Commission (the “SEC”). Radio One does not undertake any duty to update any forward-looking statements.

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PAGE 5 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

Net revenue decreased to approximately $108.4 million for the quarter ended June 30, 2014, from approximately $119.6 million for the same period in 2013, a decrease of 9.4%, resulting primarily from a timing difference of Reach Media’s annual cruise event. Net revenues from our radio broadcasting segment decreased 5.1% for the quarter ended June 30, 2014, from the same period in 2013. After adjusting for the non-occurrence of the Company’s annual Gospel Cruise event (separate from the Reach Media event described below) held during the second quarter of 2013, and not held in 2014, our core radio revenue from our stations decreased 4.1% for the quarter ended June 30, 2014, compared to the same period in 2013. We experienced net revenue growth most significantly in our Charlotte, Columbus, Dallas and Detroit markets, countered by our Atlanta, Houston, Philadelphia and Washington DC markets experiencing the most significant declines. Reach Media’s net revenues decreased 43.9% in the second quarter 2014, compared to the same period in 2013, primarily attributable to the timing of the “Tom Joyner Fantastic Voyage” which took place during the second quarter of 2013 versus being held during the first quarter of 2014. The event generated revenue of approximately $7.2 million for Reach Media during the second quarter of 2013. Adjusting for the timing difference for the “Tom Joyner Fantastic Voyage,” Reach Media’s revenue decreased 6.9% for the quarter ended June 30, 2014, compared to the same period in 2013. We recognized approximately $38.0 million of revenue from our cable television segment during the three months ended June 30, 2014, compared to approximately $37.7 million for the same period in 2013, the increase due primarily from an increase in affiliate sales. Finally, net revenues for our internet business decreased 8.2% for the three months ended June 30, 2014, compared to the same period in 2013.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, decreased to approximately $76.8 million for the quarter ended June 30, 2014, down 6.3% from the approximately $81.9 million incurred for the comparable quarter in 2013. Reach Media’s event, the “Tom Joyner Fantastic Voyage,” generated expenses of approximately $6.0 million during the second quarter of 2013.

Depreciation and amortization expense decreased 2.6% to approximately $9.2 million compared to approximately $9.5 million for the quarters ended June 30, 2014 and 2013, respectively. The decrease was due to the completion of amortization for certain intangible assets and the completion of useful lives for certain assets.

Impairment of long-lived assets for the three months ended June 30, 2013, was approximately $9.8 million and related to a non-cash impairment charge recorded to reduce the carrying value of our Cincinnati, Cleveland and Philadelphia radio broadcasting licenses. There was no impairment of long-lived assets for the three months ended June 30, 2014.

Interest expense decreased to approximately $19.3 million for the quarter ended June 30, 2014, compared to approximately $22.3 million for the same period in 2013. As previously announced, on February 10, 2014, the Company closed a private offering of $335.0 million aggregate principal amount of 9.25% Senior Subordinated Notes due 2020 (the “2020 Notes”). The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. Effective March 13, 2014, the Company repurchased or otherwise redeemed all of the amounts outstanding under the 12.5%/15% Senior Subordinated Notes due 2016 (the “2016 Notes”). The primary driver of the decrease in interest expense is due to the lower interest rate associated with the 2020 Notes. The Company made cash interest payments of approximately $10.4 million for the quarter ended June 30, 2014, compared to cash interest payments of approximately $21.0 million for the quarter ended June 30, 2013. Cash interest payments associated with the 2020 Notes will begin August 15, 2014.

The provision for income taxes for the quarter ended June 30, 2014, was approximately $8.6 million compared to approximately $4.7 million for the comparable period in 2013, primarily attributable to the deferred tax liability (“DTL”) for indefinite-lived intangible assets. The increase in tax provision is due to the impairment of long-lived intangibles that reduced the DTL and related deferred tax expense for the three months ended June 30, 2013. The Company paid $311,000 and $73,000 in taxes for the quarters ended June 30, 2014 and 2013, respectively.

The decrease in noncontrolling interests in income of subsidiaries is due primarily to a net loss generated by Reach Media during the three months ended June 30, 2014, compared to net income during the 2013 period. TV One generated greater net income during the three months ended June 30, 2014, compared to the 2013 period, which partially offset the loss generated by Reach Media.

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PAGE 6 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

Other pertinent financial information includes capital expenditures of approximately $1.7 million and $3.6 million for the quarters ended June 30, 2014 and 2013, respectively. The Company received dividends from TV One in the amount of approximately $6.3 million and $4.1 million for the quarters ended June 30, 2014 and 2013, respectively. As of June 30, 2014, the Company had total debt (net of cash balances) of approximately $761.4 million. The Company’s cash and cash equivalents by segment are as follows: Radio and Internet, approximately $33.1 million; Reach Media, approximately $3.0 million; and Cable Television, approximately $23.9 million. In addition to cash and cash equivalents, the cable television segment also has short-term investments of approximately $2.6 million and long-term investments of $806,000. During the three months ended June 30, 2013, the Company repurchased 24,419 shares of Class A common stock in the amount of $57,306 and 1,166,300 shares of Class D common stock in the amount of $2,673,723. During the six months ended June 30, 2013, the Company repurchased 31,569 shares of Class A common stock in the amount of $68,331 and 2,118,274 shares of Class D common stock in the amount of $4,188,625. There were no stock repurchases made during the three or six month periods ended June 30, 2014.

Supplemental Financial Information:

For comparative purposes, the following more detailed, unaudited statements of operations for the three and six months ended June 30, 2014 and 2013 are included. These detailed, unaudited and adjusted statements of operations include certain reclassifications associated with accounting for discontinued operations. These reclassifications had no effect on previously reported net income or loss, or any other previously reported statements of operations, balance sheet or cash flow amounts.

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PAGE 7 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

	Three Months Ended June 30, 2014
	(in thousands, unaudited)

															Corporate/
				Radio			Reach						Cable		Eliminations/
	Consolidated			Broadcasting			Media			Internet			Television		Other

STATEMENT OF OPERATIONS:

NET REVENUE	$	108,414		$	55,773		$	10,099		$	5,909		$	37,984	$	(1,351	)
OPERATING EXPENSES:
Programming and technical		33,920			10,905			7,880			2,346			14,220		(1,431	)
Selling, general and administrative		33,445			21,871			1,344			3,410			7,367		(547	)
Corporate selling, general and administrative		9,398			-			1,119			-			1,822		6,457
Stock-based compensation		65			5			-			-			-		60
Depreciation and amortization		9,236			1,283			286			606			6,532		529
Total operating expenses		86,064			34,064			10,629			6,362			29,941		5,068
Operating income (loss)		22,350			21,709			(530	)		(453	)		8,043		(6,419	)
INTEREST INCOME		81			-			-			-			15		66
INTEREST EXPENSE		19,255			255			-			-			3,039		15,961
OTHER INCOME, net		(21	)		(2	)		-			-			-		(19	)
Income (loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and income from discontinued operations		3,197			21,456			(530	)		(453	)		5,019		(22,295	)
PROVISION FOR INCOME TAXES		8,605			8,596			9			-			-		-
Net (loss) income from continuing operations		(5,408	)		12,860			(539	)		(453	)		5,019		(22,295	)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		-			-			-			-			-		-
CONSOLIDATED NET (LOSS) INCOME		(5,408	)		12,860			(539	)		(453	)		5,019		(22,295	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		5,408			-			-			-			-		5,408
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(10,816	)	$	12,860		$	(539	)	$	(453	)	$	5,019	$	(27,703	)

Adjusted EBITDA5	$	31,651		$	22,997		$	(244	)	$	153		$	14,575	$	(5,830	)

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PAGE 8 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

	Three Months Ended June 30, 2013
	(in thousands, unaudited, as adjusted)2

													Corporate/
				Radio		Reach					Cable		Eliminations/
	Consolidated			Broadcasting		Media		Internet			Television		Other

STATEMENT OF OPERATIONS:

NET REVENUE	$	119,602		$	58,759	$	18,015	$	6,434		$	37,729	$	(1,335	)
OPERATING EXPENSES:
Programming and technical		32,952			10,790		7,451		2,050			13,960		(1,299	)
Selling, general and administrative		41,020			22,150		7,573		3,877			7,683		(263	)
Corporate selling, general and administrative		7,975			-		1,075		-			1,821		5,079
Stock-based compensation		47			9		-		-			-		38
Depreciation and amortization		9,478			1,522		352		605			6,583		416
Impairment of long-lived assets		9,800			9,800		-		-			-		-
Total operating expenses		101,272			44,271		16,451		6,532			30,047		3,971
Operating income (loss)		18,330			14,488		1,564		(98	)		7,682		(5,306	)
INTEREST INCOME		102			-		-		-			17		85
INTEREST EXPENSE		22,315			309		-		-			3,039		18,967
OTHER INCOME, net		(30	)		-		-		-			-		(30	)
(Loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and income from discontinued operations		(3,853	)		14,179		1,564		(98	)		4,660		(24,158	)
PROVISION FOR INCOME TAXES		4,702			3,904		798		-			-		-
Net (loss) income from continuing operations		(8,555	)		10,275		766		(98	)		4,660		(24,158	)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		3			3		-		-			-		-
CONSOLIDATED NET (LOSS) INCOME		(8,552	)		10,278		766		(98	)		4,660		(24,158	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		5,662			-		-		-			-		5,662
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(14,214	)	$	10,278	$	766	$	(98	)	$	4,660	$	(29,820	)

Adjusted EBITDA5	$	37,655		$	25,819	$	1,916	$	507		$	14,265	$	(4,852	)

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PAGE 9 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

	Six Months Ended June 30, 2014
	(in thousands, unaudited)

															Corporate/
				Radio			Reach						Cable		Eliminations/
	Consolidated			Broadcasting			Media			Internet			Television		Other

STATEMENT OF OPERATIONS:

NET REVENUE	$	219,486		$	105,408		$	26,815		$	12,353		$	77,678	$	(2,768	)
OPERATING EXPENSES:
Programming and technical		69,192			21,573			15,881			4,710			29,747		(2,719	)
Selling, general and administrative		74,058			43,132			8,674			7,336			16,104		(1,188	)
Corporate selling, general and administrative		19,439			-			2,366			-			3,949		13,124
Stock-based compensation		110			10			-			-			-		100
Depreciation and amortization		18,506			2,591			577			1,232			13,074		1,032
Total operating expenses		181,305			67,306			27,498			13,278			62,874		10,349
Operating income (loss)		38,181			38,102			(683	)		(925	)		14,804		(13,117	)
INTEREST INCOME		134			-			-			-			27		107
INTEREST EXPENSE		41,118			605			-			-			6,078		34,435
LOSS ON RETIREMENT OF DEBT		5,679			-			-			-			-		5,679
OTHER EXPENSE (INCOME), net		45			(1	)		-			-			96		(50	)
(Loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and income (loss) from discontinued operations		(8,527	)		37,498			(683	)		(925	)		8,657		(53,074	)
PROVISION FOR INCOME TAXES		17,183			17,160			23			-			-		-
Net (loss) income from continuing operations		(25,710	)		20,338			(706	)		(925	)		8,657		(53,074	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax		-			-			-			-			-		-
CONSOLIDATED NET (LOSS) INCOME		(25,710	)		20,338			(706	)		(925	)		8,657		(53,074	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		10,289			-			-			-			-		10,289
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(35,999	)	$	20,338		$	(706	)	$	(925	)	$	8,657	$	(63,363	)

Adjusted EBITDA5	$	56,797		$	40,703		$	(106	)	$	307		$	27,878	$	(11,985	)

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PAGE 10 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

	Six Months Ended June 30, 2013
	(in thousands, unaudited, as adjusted)2

															Corporate/
				Radio			Reach						Cable		Eliminations/
	Consolidated			Broadcasting			Media			Internet			Television		Other

STATEMENT OF OPERATIONS:

NET REVENUE	$	218,714		$	108,616		$	27,556		$	11,486		$	73,721	$	(2,665	)
OPERATING EXPENSES:
Programming and technical		63,473			21,744			14,915			3,982			25,333		(2,501	)
Selling, general and administrative		73,744			42,864			9,317			7,498			14,667		(602	)
Corporate selling, general and administrative		17,423			-			2,214			-			4,230		10,979
Stock-based compensation		90			24			-			-			-		66
Depreciation and amortization		19,029			3,076			640			1,314			13,217		782
Impairment of long-lived assets		11,170			11,170			-			-			-		-
Total operating expenses		184,929			78,878			27,086			12,794			57,447		8,724
Operating income (loss)		33,785			29,738			470			(1,308	)		16,274		(11,389	)
INTEREST INCOME		142			-			-			-			27		115
INTEREST EXPENSE		44,474			585			-			-			6,078		37,811
OTHER INCOME, net		(70	)		(11	)		-			-			-		(59	)
(Loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and loss from discontinued operations		(10,477	)		29,164			470			(1,308	)		10,223		(49,026	)
PROVISION FOR INCOME TAXES		11,383			10,911			472			-			-		-
Net (loss) income from continuing operations		(21,860	)		18,253			(2	)		(1,308	)		10,223		(49,026	)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		893			893			-			-			-		-
CONSOLIDATED NET (LOSS) INCOME		(20,967	)		19,146			(2	)		(1,308	)		10,223		(49,026	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		11,353			-			-			-			-		11,353
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(32,320	)	$	19,146		$	(2	)	$	(1,308	)	$	10,223	$	(60,379	)

Adjusted EBITDA5	$	64,074		$	44,008		$	1,110		$	6		$	29,491	$	(10,541	)

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PAGE 11 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS

Radio One, Inc. will hold a conference call to discuss its results for second fiscal quarter of 2014. This conference call is scheduled for Tuesday, August 5, 2014 at 10:00 a.m. Eastern Daylight Time. To participate on this call, U.S. callers may dial toll-free 1-800-230-1092; international callers may dial direct (+1) 612-288-0337.

A replay of the conference call will be available from 12:00 p.m. EDT August 5, 2014 until 11:59 p.m. EDT August 7, 2014. Callers may access the replay by calling 1-800-475-6701; international callers may dial direct (+1) 320-365-3844. The replay Access Code is 330905. Access to live audio and a replay of the conference call will also be available on Radio One's corporate website at http://www.radio-one.com/. The replay will be made available on the website for seven days after the call.

Radio One, Inc., together with its subsidiaries (http://www.radio-one.com/), is a diversified media company that primarily targets African-American and urban consumers. The Company is one of the nation's largest radio broadcasting companies, currently owning and/or operating 54 broadcast stations located in 16 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (http://www.blackamericaweb.com/), the Company also operates syndicated programming including the Tom Joyner Morning Show, the Rickey Smiley Morning Show, the Yolanda Adams Morning Show, the Russ Parr Morning Show, the DL Hughley Show, Bishop T.D. Jakes' "Empowering Moments", and the Reverend Al Sharpton Show. Beyond its core radio broadcasting franchise, Radio One owns Interactive One (http://www.interactiveone.com/), an online platform serving the African-American community through social content, news, information, and entertainment. Interactive One operates a number of branded sites, including News One, UrbanDaily, HelloBeautiful and social networking websites, including BlackPlanet and MiGente. In addition, the Company owns a controlling interest in TV One, LLC (http://www.tvoneonline.com/), a cable/satellite network programming primarily to African-Americans.

Notes:

1 “Station operating income” consists of net loss before depreciation and amortization, corporate expenses, stock-based compensation, equity in income of affiliated company, income taxes, noncontrolling interest in income (loss) of subsidiaries, interest expense, impairment of long-lived assets, other (income) expense, loss (gain) on retirement of debt, (income) loss from discontinued operations, net of tax, interest income and gain on purchase of affiliated company. Station operating income is not a measure of financial performance under generally accepted accounting principles. Nevertheless station operating income is a significant basis used by our management to measure the operating performance of our stations within the various markets because station operating income provides helpful information about our results of operations apart from expenses associated with our fixed assets and long-lived intangible assets, income taxes, investments, debt financings and retirements, overhead, stock-based compensation, impairment charges, and asset sales. Our measure of station operating income may not be comparable to similarly titled measures of other companies as our definition includes the results of all four segments (Radio Broadcasting, Reach Media, Internet and Cable Television). Station operating income does not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance. A reconciliation of net income (loss) to station operating income has been provided in this release.

2 Certain reclassifications associated with accounting for discontinued operations have been made to prior period balances to conform to the current presentation. These reclassifications had no effect on any other previously reported or consolidated net income or loss or any other statement of operations, balance sheet or cash flow amounts. Where applicable, these financial statements have been identified as “as adjusted.”

3 For the three months ended June 30, 2014 and 2013, Radio One had 47,465,653 and 48,737,941 shares of common stock outstanding on a weighted average basis (basic), respectively. For the six months ended June 30, 2014 and 2013, Radio One had 47,453,414 and 49,299,953 shares of common stock outstanding on a weighted average basis (basic), respectively.

4 For the three months ended June 30, 2014 and 2013, Radio One had 47,465,653 and 48,737,941 shares of common stock outstanding on a weighted average basis (fully diluted), for outstanding stock options, respectively. For the six months ended June 30, 2014 and 2013, Radio One had 47,453,414 and 49,299,953 shares of common stock outstanding on a weighted average basis (fully diluted), for outstanding stock options, respectively.

5 “Adjusted EBITDA” consists of net loss plus (1) depreciation, amortization, income taxes, interest expense, noncontrolling interest in income of subsidiaries, impairment of long-lived assets, stock-based compensation, loss on retirement of debt, loss from discontinued operations, net of tax, less (2) equity in income of affiliated company, other income, interest income, gain on retirement of debt and gain on purchase of affiliated company. Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under generally accepted accounting principles. However, we believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant basis used by our management to measure the operating performance of our business because Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our acquisitions and debt financing, our taxes, impairment charges, as well as our equity in (income) loss of our affiliated company, gain on retirements of debt, and any discontinued operations. Accordingly, we believe that Adjusted EBITDA provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and long-lived intangible assets, capital structure or the results of our affiliated company. Adjusted EBITDA is frequently used as one of the bases for comparing businesses in our industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies as our definition includes the results of all four segments (Radio Broadcasting, Reach Media, Internet and Cable Television). Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as alternatives to those measurements as an indicator of our performance. A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA has been provided in this release.