##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934
    (NO FEE REQUIRED)For the transition period
    from          to   Commission File
    No. 0-25969
  RADIO ONE, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

52-1166660(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   5900 Princess Garden Parkway
 7th Floor
 Lanham, Maryland 20706
 (Address of principal executive
    offices)
  Registrants telephone number, including area code
 (301) 306-1111
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Class A Common Stock, $.001 par value
 Class D Common Stock, $.001 par value
  o þ
  o þ
  o þ
  Regulation S-K Form 10-K Form 10-K.  Yes o þ
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    Class

Outstanding at June 08, 2007Class A Common Stock,
    $.001 par value


4,944,689Class B Common Stock,
    $.001 par value


2,861,843Class C Common Stock,
    $.001 par value


3,121,048Class D Common Stock,
    $.001 par value


87,931,266




---



##### 



Form 10-K 10-K/A Form 10-Q, Form 10-K
 EXPLANATORY
    NOTE  Form 10-K, Form 10-K
    Form 10-K 10-K/A
  Audit
    committee review
  Accounting for Stock Issued to
    Employees.
 i




---



##### 



Stock
    options grant summary
    Number ofDate of Grant

Options Granted


Grant Recipient(s)May 17, 2005


1,285,000


Eligible employees, non-employee
    board members, contractorAugust 10, 2004


1,500,000


Executive officerJune 1, 2004


25,000


Non-employee board membersDecember 19, 2003


1,371,750


Eligible employees, executive
    officersAugust 11, 2003


50,000


Non-employee board membersDecember 31, 2002


1,025,750


Eligible employeesDecember 7, 2001


896,050


Eligible employeesAugust 24, 2001


20,000


Non-employee board membersApril 3, 2001(1)


1,300,000


Executive officers, non-employee
    board membersOctober 20, 2000


545,334


Eligible employeesMay 5, 1999(2)


608,994


Eligible employees, executive
    officerVarious


824,967


Individual employeesTotal


9,452,845     (1)
    
    None of the options awarded for
    this grant has been exercised, and all remaining non-forfeited
    options were cancelled in May 2007.(2)
    
    The post-stock split amount of
    options awarded for this grant is 608,994. The pre-stock split
    amount of options originally awarded is 207,208.  Adjustments
    to measurement dates
    No contemporaneous documentation of
    approval.
 ii




---



##### 



Selection of grant date prior to approval.
  Lack of finality of recipient list on company-wide
    grants. e-mail,
  Improper measurement date selection. e-mail.
  Incorrect measurement dates for new hire and other
    grants.
    Additional Pre-TaxStock-BasedCompensationDate of Grant

Expense


Reason for Measurement Date Changes(In thousands)May 17, 2005

$
3


No contemporaneous documentation
    of approval, lack of finality of recipient list on company-wide
    grants, improper measurement date selectionJune 1, 2004





No contemporaneous documentation
    of approvalDecember 19, 2003


70


No contemporaneous documentation
    of approval, improper measurement date selectionAugust 11, 2003


10


No contemporaneous documentation
    of approvalDecember 31, 2002


218


No contemporaneous documentation
    of approval, improper measurement date selectionDecember 7, 2001


320


Selection of grant date prior to
    approval, improper measurement date selectionApril 3, 2001(1)


7,779


Selection of grant date prior to
    approvalOctober 20, 2000


818


Lack of finality of recipient list
    on company-wide grants, improper measurement date selectionMay 5, 1999


32


Improper measurement date selectionNew Hire and Other Grants


11


Incorrect measurement dates for
    new hire and other grantsTotal

$
9,261    (1)
    
    None of the options awarded for
    this grant has been exercised, and all remaining non-forfeited
    options were cancelled in May 2007. iii




---



##### 



Accounting
    impact
      AdditionalStock-Based





Income TaxCompensation


Pre-Tax


Provision


After-TaxYear Ended December 31

Expense


Adjustments


(Benefit)


Expense1999

$
10


$



$
(4
)

$
62000


54







(21
)


332001


1,780



41



(552
)


1,2692002


2,212



175



222



2,6092003


2,220



157



(229
)


2,148Cumulative Total

$
6,276


$
373


$
(584
)

$
6,0652004


2,199



86



(168
)


2,1172005


786



48



(38
)


796Total

$
9,261


$
507


$
(790
)

$
8,978   Taxes
  Accounting Impact
  Judgment
    and interpretation
   iv




---



##### 



Regulatory
    matters
    Form 10-K Form 10-Q Form 10-K Form 10-Q
  Other
    restatement item
  Form 10-K
  Financial
    Statements
   v




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  Form 10-K
    For the Year Ended December 31, 2006
    TABLE OF CONTENTS
  PagePART IExplanatory
    Note


iItem 1.

Business


1Item 1A.

Risk
    Factors


21Item 1B.

Unresolved Staff
    Comments


25Item 2.

Properties


25Item 3.

Legal
    Proceedings


25Item 4.

Submission of
    Matters to a Vote of Security Holders


26PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


26Item 6.

Selected Financial
    Data


28Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


34Item 7A.

Quantitative and
    Qualitative Disclosure About Market Risk


59Item 8.

Financial
    Statements and Supplementary Data


59Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


60Item 9A.

Controls and
    Procedures


60Item 9B.

Other Information


62PART IIIItem 10.

Directors and
    Executive Officers of the Registrant


63Item 11.

Executive
    Compensation


63Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


63Item 13.

Certain
    Relationships and Related Transactions


63Item 14.

Principal
    Accounting Fees and Services


63PART IVItem 15.

Exhibits and
    Financial Statement Schedules


63SIGNATURES


66   vi




---



##### 



CERTAIN
    DEFINITIONS
    Cautionary
    Note Regarding Forward-Looking Statements
     vii




---



##### 



PART I  ITEM 1.
    BUSINESS  Overview
  African-Americans. African-American
    African-Americans African-American African-American African-American African-American
  Significant
    2006 and Recent Events
  Minneapolis Station Disposition.
  Dayton and Louisville Stations Disposition.
  WPRS-FM
    Acquisition. WPRS-FM WXGG-FM),
  WDBZ-AM
    Acquisition. WDBZ-AM, WDBZ-AM
  Giant Magazine Acquisition.
  Sale of
    WILD-FM. WILD-FM,
 1




---



##### 



Re-branding of
    KKBT-FM. KKBT-FM, KRBV-FM, line-up
  WMOJ-FM
    Acquisition. WIFE-FM, WMOJ-FM, WMOJ-FM.
  WHHL-FM
    Acquisition. WHHL-FM WRDA-FM),
  African-American
    Talk Radio Network. African-American African-American African-American
  Our
    Stations and Markets
    Radio One


Market DataNumber











Estimatedof


Entire








Fall 2006 MetroStations


Audience








Population Persons 12+(c)Four Book





Ranking byAverage





Size of(Ending





African-Fall 2006)


Estimated 2006


AmericanAudience


Annual Radio


Population





African-Market

FM


AM


Share(a)


Revenue


Persons 12+(c)


Total


American%($ millions)(b)





(In millions)Atlanta


4







13.6


$
407.9



3



4.1



30.4
%Washington, DC


3



2



10.9
(d)


391.0



4



4.2



26.7Philadelphia


3







8.9



313.3



5



4.4



20.2Detroit


2



1



7.5



244.5



6



3.9



21.8Los Angeles


1







1.9



1,053.2



7



10.8



7.5Houston


3







12.9



391.7



8



4.5



16.3Miami






1



n/a



311.5



9



3.5



20.1Dallas


2







5.9



431.5



10



4.8



14.0Baltimore


2



2



15.7



152.3



11



2.3



27.9St. Louis


2







6.2



143.6



15



2.3



18.1Cleveland


2



2



14.1



119.4



16



1.8



19.1Charlotte


2







6.4



111.4



17



1.5



21.0Richmond


4



1



21.6



59.5



18



0.9



30.0Raleigh-Durham


4







18.0



86.9



19



1.2



21.8Boston






1



0.6



347.8



21



3.8



6.4Columbus


3







12.8



102.1



29



1.4



14.6Cincinnati


2



1



6.4
(e)


130.6



30



1.7



11.8Indianapolis


3



1



17.3



102.0



32



1.3



14.7Minneapolis


1







3.4



193.9



38



2.7



6.4Augusta


4



1



14.4



16.6



45



0.4



34.1Louisville


6







21.2



55.5



50



0.9



13.9Dayton


4



1



17.6



47.3



55



0.8



13.8Total


57



14  2




---



##### 



(a)
    
    Audience share data are for the 12+ demographic and derived from
    the Arbitron Survey four book averages ending with the Fall 2006
    Arbitron Survey. In the Miami market, we provide no audience
    share data because we do not subscribe to the Arbitron service
    for our station in that market. Audience share data for the
    Augusta market is available only semi-annually rather than
    quarterly as in our other markets.(b)
    
    2006 estimated annual radio revenues are from BIA Financials
    Investing in Radio Market Report, 2006 Fourth Edition.(c)
    
    Population estimates are from the Arbitron Radio Market Report,
    Fall 2006.(d)
    
    The four book average excludes the results of
    WPRS-FM
    (formerly known as
    WXGG-FM).(e)
    
    The four book average excludes the results of
    WMOJ-FM
    (formerly known as
    WIFE-FM).  The
    African-American
    Market Opportunity
  African-Americans
  Rapid
    African-American
    Population Growth. African-American African-American African-Americans African-American African-American African-American
  Higher
    African-American
    Income Growth. African-Americans African-Americans African-American African-American African-American African-American U.S. African-American
  Growth in Advertising Targeting the
    African-American
    Market. African-American African-American African-American African-American African-American African-American African-American
 3




---



##### 



Growing Influence of
    African-American
    Culture. African-American
  Significant and Growing Internet Usage among
    African-Americans
    with Limited Targeted Online Content
    Offerings. African-Americans African-Americans African-American African-Americans African-American African-American
  Business
    Strategy
  Radio Station Portfolio Optimization. African-American
  Investment in Complementary Businesses. African-American
 4




---



##### 



Top 60
    African-American
    Radio Markets in the United States
  and/or
  African-Americansas a Percentage ofAfrican-American


the OverallPopulation


PopulationRank


Market

(Persons 12+)


(Persons 12+)(In thousands)1


New York, NY


2,668



17.4
%2


Chicago, IL


1,373



17.83


Atlanta, GA


1,241



30.44


Washington, DC


1,117



26.75


Philadelphia, PA


880



20.26


Detroit, MI


846



21.87


Los Angeles, CA


815



7.58


Houston-Galveston, TX


730



16.39


Miami-Ft. Lauderdale-Hollywood,
    FL


711



20.110


Dallas-Ft. Worth,
    TX


679



14.011


Baltimore, MD


630



27.912


Memphis, TN


460



43.413


San Francisco, CA


424



7.214


Norfolk-Virginia Beach-Newport
    News, VA


419



31.615


St. Louis, MO


412



18.116


Cleveland, OH


343



19.117


Charlotte-Gastonia-Rock Hill,
    NC


306



21.018


Richmond, VA


274



30.019


Raleigh-Durham, NC


259



21.820


New Orleans, LA


252



29.221


Boston, MA


246



6.422


Birmingham, AL


246



28.123


Tampa-St. Petersburg-Clearwater, FL


241



10.424


Jacksonville, FL


232



21.425


Greensboro-Winston-Salem-High
    Point, NC


228



20.126


Orlando, FL


226



15.627


Nassau-Suffolk (Long Island), NY


216



9.128


Milwaukee-Racine, WI


209



14.629


Columbus, OH


207



14.630


Cincinnati, OH


202



11.831


Kansas City, KS


198



12.632


Indianapolis, IN


195



14.733


Jackson, MS


185



45.634


Nashville, TN


181



15.735


Baton Rouge, LA


180



31.636


Middlesex-Somerset-Union, NJ


179



13.037


Seattle-Tacoma, WA


175



5.438


Minneapolis-St. Paul,
    MN


171



6.439


Riverside-San Bernardino, CA


170



9.4 5




---



##### 



African-Americansas a Percentage ofAfrican-American


the OverallPopulation


PopulationRank


Market

(Persons 12+)


(Persons 12+)(In thousands)40


Pittsburgh, PA


164



8.241


West Palm Beach-Boca Raton, FL


163



14.642


Columbia, SC


160



32.543


Charleston, SC


147



28.844


Las Vegas, NV


145



9.845


Augusta, GA


143



34.146


Greenville-Spartanburg, SC


140



17.047


Sacramento, CA


134



7.548


Mobile, AL


132



26.449


San Diego, CA


131



5.250


Louisville, KY


130



13.951


Phoenix, AZ


127



4.252


Greenville-New Bern-Jacksonville, NC


126



24.953


Shreveport, LA


124



36.954


Lafayette, LA


118



26.455


Dayton, OH


115



13.856


Montgomery, AL


115



39.657


Denver-Boulder, CO


115



5.258


Fayetteville, NC


114



32.759


Buffalo-Niagara Falls, NY


114



11.660


Little Rock, AR


114



21.7   Operating
    Strategy
  African-American African-Americans.
  
    market research, targeted programming and marketing;
    ownership and syndication of programming content;
    radio station clustering, programming segmentation and sales
    bundling;
    strategic sales efforts;
    marketing platform to national advertisers;
    advertising partnerships and special events;
    strong management and performance-based incentives; and
    significant community involvement.  Market
    Research, Targeted Programming and Marketing
   6




---



##### 



African-American
  African-American
  Ownership
    and Syndication of Programming Content
  African-American African-American
  Radio
    Station Clustering, Programming Segmentation and Sales
    Bundling
  African-American
    Sales,
    Marketing and Special Events
    African-American African-Americans.
  African-American
  African-American African-American
 7




---



##### 



African-American
  Strong
    Management and Performance-Based Incentives
    Significant
    Community Involvement
  African-American African-American African-American
 8




---



##### 



Our
    Station Portfolio
    Four Book AverageAudience


Audience


Audience


AudienceMarket Rank










Share in


Rank in


Share in


Rank in2006


2006










12+


12+


Target


TargetMetro


Radio


Year




Target Age


Demo-


Demo-


Demo-


Demo-Market

Population


Revenue


Acquired


Format

Demographic


Graphic


Graphic


Graphic


GraphicAtlanta


9



6WPZE-FM










1999


Contemporary Inspirational


25-54



4.7



5



4.6



5WJZZ-FM










1999


NAC/Jazz


25-54



2.8



15



2.9



14WHTA-FM










2002


Urban Contemporary


18-34



4.2



6



7.8



2WAMJ-FM










2004


Urban AC


25-54



1.9



22
(t)


2.4



17Washington, DC


8



7WKYS-FM










1995


Urban Contemporary


18-34



4.4



5



9.4



2WMMJ-FM










1987


Urban AC


25-54



6.0



2



6.5



2WPRS-FM(1)










n/a


Contemporary Inspirational


25-54



n/a



n/a



n/a



n/aWYCB-AM










1998


Gospel


25-54



0.5



31
(t)


0.3



36
(t)WOL-AM










1980


News/Talk


35-64



n/a



n/a



n/a



n/aPhiladelphia


7



10WPPZ-FM(2)










1997


Contemporary Inspirational


25-54



3.1



12



3.2



13
(t)WPHI-FM(3)










2000


Urban Contemporary


18-34



2.8



18
(t)


6.5



4
(t)WRNB-FM(4)










2004


Urban AC


25-54



3.0



13
(t)


3.5



10
(t)Detroit


10



12WHTD-FM










1998


Urban Contemporary


18-34



3.0



14



6.2



4WDMK-FM










1998


Urban AC


25-54



3.6



11



4.1



9WCHB-AM










1998


News/Talk


35-64



0.9



27
(t)


1.0



26
(t)Los Angeles


2



1KRBV-FM(5)










2000


Urban AC


25-54



1.9



20



2.6



14Houston


6



8KMJQ-FM










2000


Urban AC


25-54



6.1



1



7.2



1KBXX-FM










2000


Urban Contemporary


18-34



5.4



4



8.6



2KROI-FM(6)










2004


Contemporary Inspirational


25-54



1.4



26
(t)


1.7



24Miami


12



11WTPS-AM(7)










2000


News/Talk


35-64



n/a



n/a



n/a



n/aDallas


5



5KBFB-FM










2000


Urban Contemporary


18-34



4.4



3



6.9



3KSOC-FM










2001


Urban AC


25-54



1.5



23
(t)


1.8



21
(t)Baltimore


21



21WERQ-FM










1993


Urban Contemporary


18-34



9.1



1



20.1



1WWIN-FM










1992


Urban AC


25-54



6.6



3



7.7



2WOLB-AM










1992


News/Talk


35-64



n/a



n/a



n/a



n/aWWIN-AM










1993


Gospel


35+



n/a



n/a



n/a



n/aSt. Louis


20



20WFUN-FM(8)










1999


Urban AC


25-54



3.2



13



3.9



10WHHL-FM(9)










2006


Urban Contemporary


18-34



3.0



15
(t)


5.7



6Cleveland


26



25WENZ-FM










1999


Urban Contemporary


18-34



6.2



5



13.3



1WERE-AM










1999


News/Talk


35-64



0.4



28
(t)


0.4



29WZAK-FM










2000


Urban AC


25-54



6.0



6



7.4



3WJMO-AM










2000


Contemporary Inspirational


35-64



1.5



21



1.6



17Charlotte


33



29WQNC-FM(10)










2000


Urban AC


25-54



2.9



15



3.2



16WPZS-FM(11)










2004


Contemporary Inspirational


25-54



3.5



12



4.2



9
(t)Richmond


55



45WCDX-FM










2001


Urban Contemporary


18-34



5.8



7



11.4



2WPZZ-FM(12)










1999


Contemporary Inspirational


25-54



6.8



5



6.5



5WKJS-FM(13)










2001


Urban AC


25-54



9.0



2



10.9



1WKJM-FM(14)










2001


Urban AC


25-54



*



*



*



*WROU-AM(15)










2001


News/Talk


35-64



n/a



n/a



n/a



n/a 9




---



##### 



Four Book AverageAudience


Audience


Audience


AudienceMarket Rank










Share in


Rank in


Share in


Rank in2006


2006










12+


12+


Target


TargetMetro


Radio


Year




Target Age


Demo-


Demo-


Demo-


Demo-Market

Population


Revenue


Acquired


Format

Demographic


Graphic


Graphic


Graphic


GraphicRaleigh-Durham


43



36WQOK-FM










2000


Urban Contemporary


18-34



7.1



2



12.1



1WFXK-FM










2000


Urban AC


25-54



**



**



**



**WFXC-FM










2000


Urban AC


25-54



4.6



7
(t)


5.4



6
(t)WNNL-FM










2000


Contemporary Inspirational


25-54



6.3



4



6.5



3Boston


11



9WILD-AM










2001


News/Talk


35-64



0.6



30
(t)


0.7



27
(t)Columbus


37



31WCKX-FM










2001


Urban Contemporary


18-34



6.9



4



13.0



1WXMG-FM










2001


R&B/Oldies


25-54



4.3



7



4.5



8WJYD-FM










2001


Contemporary Inspirational


25-54



1.6



20



1.5



19
(t)Cincinnati


28



23WIZF-FM










2001


Urban Contemporary


18-34



5.1



6



9.6



3WMOJ-FM(16)










2006


Urban AC


25-54



4.2



11



3.7



9WDBZ-AM(17)










n/a


News/Talk


35-64



1.3



18



1.3



17
(t)Indianapolis(18)


40



33WHHH-FM










2000


Rhythmic CHR


18-34



7.2



3



14.4



1WTLC-FM










2000


Urban AC


25-54



5.0



6



5.8



3WYJZ-FM










2000


NAC/Jazz


25-54



2.9



15



2.4



16
(t)WTLC-AM










2001


Contemporary Inspirational


25-54



2.2



18



1.6



18Minneapolis


16



17KTTB-FM










2001


Rhythmic CHR


18-34



3.4



13



7.2



5Augusta(19)


109



132WAEG-FM










2000


Modern Rock


18-34



1.2



20



3.0



13
(t)WTHB-FM










2000


Contemporary Inspirational


25-54



3.1



13



3.6



13WAKB-FM










2000


Urban AC


25-54



4.4



8
(t)


4.9



10WFXA-FM










2000


Urban Contemporary


18-34



5.7



6



8.9



2WTHB-AM










2000


Contemporary Inspirational


25-54



***



***



***



***Louisville


54



49WDJX-FM










2001


CHR


18-34



4.6



6



9.0



3WLRX-FM(20)










2003


Modern Rock


18-54



****



****



****



****WGZB-FM










2001


Urban Contemporary


18-34



6.7



3



10.9



1WXMA-FM










2001


Hot AC


25-54



3.1



13



4.4



9WMJM-FM










2001


R&B/Oldies


25-54



5.2



5



5.3



6WLRS-FM










2001


Modern Rock


18-34



1.6



19



3.5



10
(t)Dayton


59



59WGTZ-FM










2001


CHR


18-34



3.4



10



6.1



6WDHT-FM










2001


Urban Contemporary


18-34



6.4



5



12.5



1WING-AM










2001


News/Talk


35-64



1.4



19
(t)


1.8



14
(t)WKSW-FM










2001


Country


25-54



1.9



15
(t)


1.8



17
(t)WROU-FM(21)










2003


Urban AC


25-54



4.5



8



4.9



6AC   refers to
    Adult ContemporaryNAC  refers to New Adult
    ContemporaryCHR  refers to
    Contemporary Hit RadioR&B  refers to
    Rhythm and Blues     *
    
    Simulcast with
    WKJS-FM**
    
    Simulcast with
    WFXC-FM***
    
    Simulcast with
    WTHB-FM****
    
    Simulcast with
    WLRS-FM(1)
    
    We operate
    WPRS-FM
    (formerly known as
    WXGG-FM)
    pursuant to a local marketing agreement.(2)
    
    WPPZ-FM
    (formerly known as
    WPHI-FM).(3)
    
    WPHI-FM
    (formerly known as
    WPLY-FM).(4)
    
    WRNB-FM
    (formerly known as
    WPPZ-FM,
    formerly known as
    WSNJ-FM).(5)
    
    KRBV-FM
    (formerly known as
    KKBT-FM)
    changed format from Urban Contemporary to Urban Adult
    Contemporary in December 2006.(6)
    
    KROI-FM
    (formerly known as
    KRTS-FM)
    changed format from Mexican Regional to Contemporary
    Inspirational in July 2006. 10




---



##### 



(7)
    
    WTPS-AM
    (formerly known as
    WVCG-AM). We
    do not subscribe to the Arbitron service for this market.(8)
    
    WFUN-FM
    changed format from Urban Contemporary to Urban AC in December
    2004.(9)
    
    WHHL-FM
    (formerly known as
    WRDA-FM).(10)
    
    WQNC-FM
    (formerly known as
    WCHH-FM).(11)
    
    WPZS-FM
    (formerly known as
    WABZ-FM).(12)
    
    WPZZ-FM
    (formerly known as
    WKJS-FM).(13)
    
    WKJS-FM
    (formerly known as
    WJMO-FM).(14)
    
    WKJM-FM
    (formerly known as
    WPZZ-FM).(15)
    
    WROU-AM
    (formerly known as
    WGCV-AM).(16)
    
    WMOJ-FM
    (formerly known as
    WIFE-FM).
    Based on Winter 2007 Arbitron Survey.(17)
    
    We operate
    WDBZ-AM
    pursuant to a local marketing agreement.(18)
    
    WDNI-LP, the low power television
    station that we acquired in Indianapolis in June 2000, is not
    included in this table.(19)
    
    For the Augusta market, Arbitron
    issues its radio market survey reports on a semi-annual basis,
    rather than a quarterly basis as in our other markets.(20)
    
    WLRX-FM
    (formerly known as
    WEGK-FM).(21)
    
    WROU-FM
    (formerly known as
    WRNB-FM).  Advertising
    Revenue
      
    a radio stations audience share within the demographic
    groups targeted by the advertisers;
    the number of radio stations in the market competing for the
    same demographic groups; and
    the supply and demand for radio advertising time.    Strategic
    Diversification
  African-American African-American African-American www.BlackAmericaWeb.com African-American
 11




---



##### 




    TV One, which operates a cable television network offering
    programming targeted primarily towards
    African-American
    viewers (see discussion below); and
    iBiquity Digital Corporation (iBiquity), a leading
    developer of in-band on-channel digital broadcast technology.  African-American
          Competition
   12




---



##### 




    satellite delivered digital audio radio service, which has
    resulted in the introduction of several new satellite radio
    services with sound quality equivalent to that of compact discs;
    audio programming by cable television systems and direct
    broadcast satellite systems; and
    digital audio and video content available for listening
    and/or
    viewing on the Internet
    and/or
    available for downloading to portable devices.    Antitrust
    Regulation
    Hart-Scott-Rodino and/or Hart-Scott-Rodino Hart-Scott-Rodino Hart-Scott-Rodino
  Federal
    Regulation of Radio Broadcasting
    
    assigns frequency bands for radio broadcasting; 13




---



##### 




    determines the particular frequencies, locations, operating
    power, interference standards and other technical parameters of
    radio broadcast stations;
    issues, renews, revokes and modifies radio broadcast station
    licenses;
    imposes annual regulatory fees and application processing fees
    to recover its administrative costs;
    establishes technical requirements for certain transmitting
    equipment to restrict harmful emissions;
    adopts and implements regulations and policies that affect the
    ownership, operation, program content and employment and
    business practices of radio broadcast stations; and
    has the power to impose penalties, including monetary
    forfeitures, for violations of its rules and the Communications
    Act.  and/or
    
    changes to the license authorization and renewal process;
    proposals to improve record keeping;
    proposals to impose spectrum use or other fees on FCC licensees;
    changes to rules relating to political broadcasting including
    proposals to grant free air time to candidates, and other
    changes regarding political and non-political program content,
    funding, political advertising rates, and sponsorship
    disclosures;
    proposals to restrict or prohibit the advertising of beer, wine
    and other alcoholic beverages;
    proposals regarding the regulation of the broadcast of indecent
    or violent content;
    proposals to increase the actions stations must take to
    demonstrate service to their local communities;
    technical and frequency allocation matters;
    changes in broadcast multiple ownership, foreign ownership,
    cross-ownership and ownership attribution policies;
    changes to allow satellite radio operators to insert local
    content into their programming service;
    changes to allow telephone companies to deliver audio and video
    programming to homes in their service areas; and
    proposals to alter provisions of the tax laws affecting
    broadcast operations and acquisitions.   14




---



##### 



FCC License Grants and Renewals.
    
    the radio station has served the public interest, convenience
    and necessity;
    there have been no serious violations by the licensee of the
    Communications Act or FCC rules and regulations; and
    there have been no other violations by the licensee of the
    Communications Act or FCC rules and regulations which, taken
    together, indicate a pattern of abuse.    Types of FCC Broadcast Licenses.
    Radio Ones Licenses.
  AntennaERP (FM)


Height (AM)Station Call

Year of




Power (AM)


HAAT (FM)


Operating

Expiration DateMarket

Letters

Acquisition


FCC Class

in Kilowatts


in Meters


Frequency

of FCC LicenseAtlanta

WPZE-FM


1999


C3


7.9



175.0


97.5 MHz


04/01/2012WJZZ-FM


1999


C3


21.5



110.0


107.5 MHz


04/01/2012WHTA-FM


2002


C2


27.0



176.0


107.9 MHz


04/01/2012WAMJ-FM


2004


A


3.0



143.0


102.5 MHz


04/01/2012Washington, DC

WOL-AM


1980


C


1.0



52.1


1450 kHz


10/01/2011WMMJ-FM


1987


A


2.9



146.0


102.3 MHz


10/01/2011WKYS-FM


1995


B


24.5



215.0


93.9 MHz


10/01/2011WPRS-FM(1)





B


20.0



244.0


104.1 MHz


10/01/2011WYCB-AM


1998


C


1.0



50.9


1340 kHz


10/01/2011 15




---



##### 



AntennaERP (FM)


Height (AM)Station Call

Year of




Power (AM)


HAAT (FM)


Operating

Expiration DateMarket

Letters

Acquisition


FCC Class

in Kilowatts


in Meters


Frequency

of FCC LicensePhiladelphia

WPPZ-FM(2)


1997


A


0.34



305.0


103.9 MHz


08/01/2006
*WPHI-FM(3)


2000


B


17.0



263.0


100.3 MHz


08/01/2014WRNB-FM(4)


2004


A


0.78



276.0


107.9 MHz


06/01/2014Detroit

WDMK-FM


1998


B


20.0



221.0


105.9 MHz


10/01/2012WCHB-AM


1998


B


50.0



49.3


1200 kHz


10/01/2012WHTD-FM


1998


B


50.0



152.0


102.7 MHz


10/01/2012Los Angeles

KRBV-FM(5)


2000


B


5.3



916.0


100.3 MHz


12/01/2013Houston

KMJQ-FM


2000


C


100.0



524.0


102.1 MHz


08/01/2013KBXX-FM


2000


C


100.0



585.0


97.9 MHz


08/01/2013KROI-FM(6)


2004


C1


22.0



526.0


92.1 MHz


08/01/2013Miami

WTPS-AM(7)


2000


B


50.0



69.4


1080 kHz


02/01/2012Dallas

KBFB-FM


2000


C


100.0



491.0


97.9 MHz


08/01/2013KSOC-FM


2001


C


100.0



591.0


94.5 MHz


08/01/2013Baltimore

WWIN-AM


1992


C


0.5



86.8


1400 kHz


10/01/2011WWIN-FM


1992


A


3.0



91.0


95.9 MHz


10/01/2011WOLB-AM


1993


D


0.25



85.3


1010 kHz


10/01/2011WERQ-FM


1993


B


37.0



174.0


92.3 MHz


10/01/2011St. Louis

WFUN-FM


1999


C3


24.5



102.0


95.5 MHz


12/01/2012WHHL-FM(8)


2006


C2


39.0



168.0


104.1 MHz


12/01/2012Cleveland

WERE-AM


1999


B


5.0



128.1


1300 kHz


10/01/2012WENZ-FM


1999


B


16.0



272.0


107.9 MHz


10/01/2012WZAK-FM


2000


B


27.5



189.0


93.1 MHz


10/01/2012WJMO-AM


2000


C


1.0



106.7


1490 kHz


10/01/2012Charlotte

WQNC-FM(9)


2000


A


6.0



100.0


92.7 MHz


12/01/2011WPZS-FM(10)


2004


A


6.0



100.0


100.9 MHz


12/01/2011Richmond

WPZZ-FM(11)


1999


C1


100.0



299.0


104.7 MHz


10/01/2011WCDX-FM


2001


B1


4.5



235.0


92.1 MHz


10/01/2011WKJM-FM(12)


2001


A


6.0



100.0


99.3 MHz


10/01/2011WKJS-FM(13)


2001


A


2.3



162.0


105.7 MHz


10/01/2011WROU-AM(14)


2001


C


1.0



121.9


1240 kHz


10/01/2011Raleigh-Durham

WQOK-FM


2000


C1


100.0



299.0


97.5 MHz


10/01/2011WFXK-FM


2000


C1


100.0



299.0


104.3 MHz


12/01/2011WFXC-FM


2000


A


2.6



153.0


107.1 MHz


12/01/2011WNNL-FM


2000


C3


7.9



176.0


103.9 MHz


12/01/2011Boston

WILD-AM


2001


D


5.0



59.6


1090 kHz


04/01/2014Columbus

WCKX-FM


2001


A


1.9



126.0


107.5 MHz


10/01/2012WXMG-FM


2001


A


2.6



154.0


98.9 MHz


10/01/2012WJYD-FM


2001


A


6.0



100.0


106.3 MHz


10/01/2012Cincinnati

WIZF-FM


2001


A


2.5



155.0


100.9 MHz


08/01/2012WDBZ-AM(15)





C


1.0



60.7


1230 kHz


10/01/2012WMOJ-FM(16)


2006


A


4.6



130.0


100.3 MHz


10/01/2012Indianapolis

WHHH-FM


2000


A


3.3



87.0


96.3 MHz


08/01/2012WTLC-FM


2000


A


3.0



100.0


106.7 MHz


08/01/2012WYJZ-FM


2000


A


6.0



100.0


100.9 MHz


08/01/2012WTLC-AM


2001


B


5.0



140.0


1310 kHz


08/01/2012Minneapolis

KTTB-FM


2001


C1


100.0



176.0


96.3 MHz


04/01/2013 16




---



##### 



AntennaERP (FM)


Height (AM)Station Call

Year of




Power (AM)


HAAT (FM)


Operating

Expiration DateMarket

Letters

Acquisition


FCC Class

in Kilowatts


in Meters


Frequency

of FCC LicenseAugusta

WAEG-FM


2000


A


3.0



100.0


92.3 MHz


04/01/2012WTHB-FM


2000


A


6.0



100.0


100.9 MHz


04/01/2012WAKB-FM


2000


C3


0.75



416.0


96.9 MHz


04/01/2012WFXA-FM


2000


A


6.0



92.0


103.1 MHz


04/01/2012WTHB-AM


2000


D


5.0



82.7


1550 kHz


04/01/2012Louisville

WDJX-FM


2001


B


24.0



218.0


99.7 MHz


08/01/2012WLRX-FM(17)


2003


A


3.0



100.0


104.3 MHz


08/01/2012WGZB-FM


2001


A


1.6



194.0


96.5 MHz


08/01/2012WXMA-FM


2001


A


6.0



87.0


102.3 MHz


08/01/2012WMJM-FM


2001


A


2.0



59.0


101.3 MHz


08/01/2012WLRS-FM


2001


A


2.2



136.0


105.1 MHz


08/01/2012Dayton

WGTZ-FM


2001


B


40.0



168.0


92.9 MHz


10/01/2012WDHT-FM


2001


B


50.0



150.0


102.9 MHz


10/01/2012WING-AM


2001


B


5.0



118.1


1410 kHz


10/01/2012WKSW-FM


2001


A


3.2



124.0


101.7 MHz


10/01/2012WROU-FM(18)


2003


A


0.89



182.0


92.1 MHz


10/01/2012     (1)
    
    We operate
    WPRS-FM
    (formerly known as
    WXGG-FM)
    pursuant to a local marketing agreement.(2)
    
    WPPZ-FM
    (formerly known as
    WPHI-FM).
    WPPZ-FM
    operates with facilities equivalent to 3kW at 100 meters.(3)
    
    WPHI-FM
    (formerly known as
    WPLY-FM).(4)
    
    WRNB-FM
    (formerly known as
    WPPZ-FM,
    formerly known as
    WSNJ-FM, and
    formerly licensed to Bridgeton, NJ). The FCC granted authority
    to change the community of license to Pennsauken, NJ and we
    relocated the operations of the station to serve the greater
    Philadelphia market.(5)
    
    We also hold a license for K261AB,
    a translator for
    KRBV-FM
    (formerly known as
    KKBT-FM).(6)
    
    KROI-FM
    (formerly known as
    KRTS-FM).(7)
    
    WTPS-AM
    (formerly known as
    WVCG-AM).(8)
    
    WHHL-FM
    (formerly known as
    WRDA-FM).(9)
    
    WQNC-FM
    (formerly known as
    WCHH-FM).(10)
    
    WPZS-FM
    (formerly known as
    WABZ-FM).(11)
    
    WPZZ-FM
    (formerly known as
    WKJS-FM)(12)
    
    WKJM-FM
    (formerly known as
    WPZZ-FM).(13)
    
    WKJS-FM
    (formerly known as
    WJMO-FM).(14)
    
    WROU-AM
    (formerly known as
    WGCV-AM)(15)
    
    We operate
    WDBZ-AM
    pursuant to a local marketing agreement.(16)
    
    WMOJ-FM
    (formerly known as
    WIFE-FM).(17)
    
    WLRX-FM
    (formerly known as
    WEGK-FM).(18)
    
    WROU-FM
    (formerly known as
    WRNB-FM)*
    
    Renewal of the license is currently
    pending before the FCC.   17




---



##### 



non-U.S. citizens non-U.S. corporations.
      
    radio broadcast stations above certain numerical limits serving
    the same local market;
    radio broadcast stations combined with television broadcast
    stations above certain numerical limits serving the same local
    market (radio/television cross ownership); and
    a radio broadcast station and an
    English-language
    daily newspaper serving the same local market
    (newspaper/broadcast cross-ownership).      
    in a radio market with 45 or more commercial radio stations, a
    party may own, operate or control up to eight commercial radio
    stations, not more than five of which are in the same service
    (AM or FM);
    in a radio market with 30 to 44 commercial radio stations, a
    party may own, operate or control up to seven commercial radio
    stations, not more than four of which are in the same service
    (AM or FM);
    in a radio market with 15 to 29 commercial radio stations, a
    party may own, operate or control up to six commercial radio
    stations, not more than four of which are in the same service
    (AM or FM); and 18




---



##### 




    in a radio market with 14 or fewer commercial radio stations, a
    party may own, operate or control up to five commercial radio
    stations, not more than three of which are in the same service
    (AM or FM), except that a party may not own, operate, or control
    more than 50% of the radio stations in such market.  Hart-Scott-Rodino
      
    enforcement of a more narrow market definition based upon
    Arbitron markets could have an adverse effect on our ability to
    accumulate stations in a given area or to sell a group of
    stations in a local market to a single entity;
    restricting the assignment and transfer of control of radio
    combinations that exceed the new ownership limits as a result of
    the revised local market definitions could adversely affect our
    ability to buy or sell a group of stations in a local market
    from or to a single entity;
    attributing JSAs for multiple ownership purposes could limit our
    ability to buy or sell time on certain stations; and
    in general terms, future changes in the way the FCC defines
    markets or determines excess market concentration for purposes
    of the broadcast multiple ownership rules, could limit our
    ability to acquire new stations in certain markets, our ability
    to operate stations pursuant to certain agreements, and our
    ability to improve the coverage contours of our existing
    stations.  Programming and Operations.
     19




---



##### 



Employees
    Corporate
    Governance
  Code of Ethics. www.radio-one.com.
  Audit Committee Charter. www.radio-one.com.
  Compensation Committee Charter.
  Environmental
    Seasonality
    Internet
    Address and Internet Access to SEC Reports
  www.radio-one.com. Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
 20




---



##### 



ITEM 1A.
    RISK
    FACTORS    Our
    revenue is substantially dependent on spending by advertisers,
    and a decrease in such spending would adversely affect our
    revenue and operating results.
    We may
    lose audience share and advertising revenue to our
    competitors.
    A
    disproportionate share of our net revenue comes from a small
    number of markets.
    If we
    are unable to successfully identify, acquire and integrate
    businesses pursuant to our diversification strategy, our
    business and prospects may be adversely impacted.
    We
    must respond to the rapid changes in technology, services and
    standards, in order to remain competitive.
   21




---



##### 




    satellite delivered digital audio radio service, which has
    resulted in the introduction of several new satellite radio
    services with sound quality equivalent to that of compact discs;
    audio programming by cable television systems, direct broadcast
    satellite systems, Internet content providers and other digital
    audio broadcast formats; and
    digital audio and video content available for listening
    and/or
    viewing on the Internet
    and/or
    available for downloading to portable devices.    The
    loss of key personnel, including on-air talent, could disrupt
    the management and operations of our business.
    Our
    business strategy could be hampered by a lack of attractive
    acquisition opportunities, difficulties in integrating those
    acquisitions or delays in completing divestitures.
    
    reduction in the number of suitable acquisition targets due to
    increased competition for acquisition;
    inability to find buyers for radio stations we target for sale
    at attractive prices due to decreasing market prices for radio
    stations;
    failure or delays in completing acquisitions or divestitures due
    to difficulties in obtaining required regulatory approval,
    including possible difficulties by the seller or buyer in
    obtaining antitrust approval for acquisitions in markets where
    we already own multiple stations or establishing compliance with
    broadcast ownership rules;
    difficulty in integrating operations and systems and managing a
    large group of radio stations and diverse businesses;
    failure of some acquisitions to prove profitable or generate
    sufficient cash flow; and
    inability to finance acquisitions on acceptable terms, through
    incurring debt or issuing common stock.  Our
    business depends on maintaining our licenses with the FCC. We
    could be prevented from operating a radio station if we fail to
    maintain its license.
   22




---



##### 



There
    is significant uncertainty regarding the FCCs media
    ownership rules, and such rules could restrict our ability to
    acquire radio stations.
    non-U.S. ownership
  Increased
    enforcement by FCC of its indecency rules against the broadcast
    industry.
    Future
    asset impairment of our FCC licenses or goodwill could have an
    adverse effect.
  Goodwill and Other Intangible Assets,
  Two
    common stockholders have a majority voting interest in Radio One
    and have the power to control matters on which our common
    stockholders may vote, and their interests may conflict with
    yours.
   23




---



##### 



Our
    substantial level of debt could limit our ability to grow and
    compete.
    
    obtain additional financing for working capital, capital
    expenditures, acquisitions, debt payments or other corporate
    purposes;
    have sufficient funds available for operations, future business
    opportunities or other purposes, after paying debt service;
    compete with competitors that have less debt than we do; and
    react to changing market conditions, changes in our industry and
    economic downturns.    We
    could incur adverse effects from our voluntary stock option
    grants review and resulting financial
    restatements.
  Form 10-K. day-to-day
   24




---



##### 



Form 10-K Form 10-Q, Form 10-K Form 10-Q,
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS  No. 01-CV-10160.
   25




---



##### 



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price
    Range of Our Class A and Class D Common
    Stock
    High


Low2006First Quarter

$
11.01


$
7.38Second Quarter


8.51



6.87Third Quarter


7.75



5.58Fourth Quarter


7.25



5.952005First Quarter

$
16.48


$
13.04Second Quarter


15.08



12.29Third Quarter


14.59



12.46Fourth Quarter


13.25



10.21  26




---



##### 



High


Low2006First Quarter

$
11.04


$
7.40Second Quarter


8.53



6.85Third Quarter


7.77



5.60Fourth Quarter


7.22



5.962005First Quarter

$
16.43


$
13.06Second Quarter


15.05



12.30Third Quarter


14.59



12.46Fourth Quarter


13.25



10.22   Dividends
   Long-Term
    Debt.
  Number of
    Stockholders
   27




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA    Year Ended
    December 31,(1)2006


2005(4)


2004(4)


2003(4)


2002(4)(As Restated)


(As Restated)


(As Restated)


(As Restated)(In thousands, except share data)Statements of
    Operations:Net broadcast revenue

$
367,017


$
368,658


$
317,231


$
300,263


$
293,008Programming and technical expenses


80,222



69,610



52,807



50,954



48,941Selling, general and
    administrative expenses


119,846



115,221



89,299



90,037



92,816Corporate selling, general and
    administrative expenses


28,238



25,070



18,796



16,580



16,011Depreciation and amortization


15,832



16,251



16,681



17,939



17,543Impairment of long-lived assets


63,285















Operating income


59,594



142,506



139,648



124,753



117,697Interest
    expense(2)


72,932



63,010



39,611



41,438



59,142Equity in loss of affiliated
    company


2,341



1,846



3,905



2,123



Other income, net


1,115



1,345



2,574



2,721



1,345(Loss) income before provision for
    income taxes, minority interest in income of subsidiaries,
    discontinued operations and cumulative effect of accounting
    change


(14,564
)


78,995



98,706



83,913



59,900Provision for income taxes


274



28,238



38,808



32,250



25,545Minority interest in income of
    subsidiaries


3,004



1,868











(Loss) income from continuing
    operations


(17,842
)


48,889



59,898



51,663



34,355Income (loss) from discontinued
    operations, net of tax


11,112



(254
)


(413
)


(28
)


(63
)Cumulative effect of a change in
    accounting principle, net of tax


















29,847Net (loss) income


(6,730
)


48,635



59,485



51,635



4,445Preferred stock dividend






2,761



20,140



20,140



20,140Net (loss) income applicable to
    common stockholders

$
(6,730
)

$
45,874


$
39,345


$
31,495


$
(15,695
) 28




---



##### 



Year Ended
    December 31,(1)2006


2005(4)


2004(4)


2003(4)


2002(4)(As Restated)


(As Restated)


(As Restated)


(As Restated)(In thousands, except share data)Net (loss) income per common
    share  basic:(Loss) income before income (loss)
    from discontinued operations and cumulative effect of a change
    in accounting
    principle(3)

$
(0.18
)

$
0.44


$
0.38


$
0.30


$
0.14Discontinued operations, net of tax


.11















Cumulative effect of a change in
    accounting principle


















(0.29
)Net (loss) income applicable to
    common stockholders per share

$
(0.07
)

$
0.44


$
0.37


$
0.30


$
(0.15
)Net (loss) income per common
    share  diluted:(Loss) income before income (loss)
    from discontinued operations and cumulative effect of a change
    in accounting
    principle(3)

$
(0.18
)

$
0.44


$
0.38


$
0.30


$
0.14Discontinued operations, net of tax


.11















Cumulative effect of a change in
    accounting principle


















(0.29
)Net (loss) income applicable to
    common stockholders per share

$
(0.07
)

$
0.44


$
0.37


$
0.30


$
(0.15
)Balance Sheet Data:Cash and cash equivalents

$
32,046


$
19,081


$
10,391


$
38,010


$
45,415Short-term investments










10,000



40,700



40,700Intangible assets, net


1,978,257



2,004,875



1,931,045



1,782,258



1,776,626Total assets


2,195,210



2,201,380



2,111,141



2,001,461



1,984,360Total debt (including current
    portion)


937,527



952,520



620,028



597,535



650,001Total liabilities


1,176,963



1,178,834



782,405



722,814



740,151Total stockholders equity


1,018,267



1,019,690



1,328,736



1,278,647



1,244,209     (1)
    
    Year-to-year
    comparisons are significantly affected by Radio Ones
    acquisitions during the periods covered.(2)
    
    Interest expense includes non-cash interest, such as the
    accretion of principal, the amortization of discounts on debt
    and the amortization of deferred financing costs.(3)
    
    Income (loss) before cumulative effect of a change in accounting
    principle is the reported amount, less dividends paid on Radio
    Ones preferred securities.(4)
    
    The following adjusts Radio Ones statements of operations
    for the years ended December 31, 2005, 2004, 2003 and 2002,
    balance sheet as of December 31, 2005 and selected balance
    sheet data as of December 31, 2004, 2003 and 2002 for the
    restatement as described in Note 2 of the Consolidated
    Financial Statements (in thousands except per share data):  29




---



##### 



Year Ended December 31, 2005


Year Ended December 31, 2004As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedNET BROADCAST REVENUE

$
368,658


$



$
368,658


$
317,231


$



$
317,231OPERATING EXPENSES:Programming and technical


69,603



7



69,610



52,786



21



52,807Selling, general and administrative


115,177



44



115,221



89,172



127



89,299Corporate selling, general and
    administrative


24,287



783



25,070



16,659



2,137



18,796Depreciation and amortization


16,251







16,251



16,681







16,681Total operating expenses


225,318



834



226,152



175,298



2,285



177,583Operating income


143,340



(834
)


142,506



141,933



(2,285
)


139,648INTEREST INCOME


1,428







1,428



2,524







2,524INTEREST EXPENSE


63,010







63,010



39,611







39,611EQUITY IN LOSS OF AFFILIATED COMPANY


1,846







1,846



3,905







3,905OTHER INCOME (EXPENSE), net


(83
)






(83
)


50







50Income before provision for income
    taxes, minority interest in income of subsidiaries and loss from
    discontinued operations


79,829



(834
)


78,995



100,991



(2,285
)


98,706PROVISION FOR INCOME TAXES


27,177



1,061



28,238



38,976



(168
)


38,808MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


1,868







1,868











Net income from continuing
    operations


50,784



(1,895
)


48,889



62,015



(2,117
)


59,898LOSS FROM DISCONTINUED OPERATIONS,
    net of tax


254







254



413







413Net income


50,530



(1,895
)


48,635



61,602



(2,117
)


59,485PREFERRED STOCK DIVIDENDS


2,761







2,761



20,140







20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
47,769


$
(1,895
)

$
45,874


$
41,462


$
(2,117
)

$
39,345BASIC NET INCOME PER COMMON SHARE

$
0.46


$
(0.02
)

$
0.44


$
0.40


$
(0.02
)

$
0.37DILUTED NET INCOME PER COMMON SHARE

$
0.46


$
(0.02
)

$
0.44


$
0.39


$
(0.02
)

$
0.37WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


103,749,798







103,749,798



104,953,192







104,953,192Diluted


103,893,782







103,893,782



105,429,038







105,429,038  30




---



##### 



Year Ended December 31, 2003


Year Ended December 31, 2002As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedNET BROADCAST REVENUE

$
300,263


$



$
300,263


$
293,008


$



$
293,008OPERATING EXPENSES:Programming and technical


50,922



32



50,954



48,928



13



48,941Selling, general and administrative


89,938



99



90,037



92,688



128



92,816Corporate selling, general and
    administrative


14,334



2,246



16,580



13,765



2,246



16,011Depreciation and amortization


17,939







17,939



17,543







17,543Total operating expenses


173,133



2,377



175,510



172,924



2,387



175,311Operating income


127,130



(2,377
)


124,753



120,084



(2,387
)


117,697INTEREST EXPENSE


41,438







41,438



59,142







59,142EQUITY IN LOSS OF AFFILIATED COMPANY


2,123







2,123











OTHER INCOME, net


2,721







2,721



1,345







1,345Income before provision for income
    taxes, minority interest in income of subsidiaries and loss from
    discontinued operations


86,290



(2,377
)


83,913



62,287



(2,387
)


59,900PROVISION FOR INCOME TAXES


32,479



(229
)


32,250



25,323



222



25,545Net income from continuing
    operations


53,811



(2,148
)


51,663



36,964



(2,609
)


34,355LOSS FROM DISCONTINUED OPERATIONS,
    net of tax


(28
)






(28
)


(63
)






(63
)CUMULATIVE EFFECT OF A CHANGE IN
    ACCOUNTING PRINCIPLE, net of tax














29,847







29,847Net income


53,783



(2,148
)


51,635



7,054



(2,609
)


4,445PREFERRED STOCK DIVIDENDS


20,140







20,140



20,140







20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
33,643


$
(2,148
)

$
31,495


$
(13,086
)

$
(2,609
)

$
(15,695
)BASIC NET INCOME PER COMMON SHARE

$
0.32


$
(0.02
)

$
0.30


$
(0.13
)

$
(0.03
)

$
(0.15
)DILUTED NET INCOME PER COMMON SHARE

$
0.32


$
(0.02
)

$
0.30


$
(0.13
)

$
(0.03
)

$
(0.15
)WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


104,621,122







104,621,122



101,821,000







101,821,000Diluted


105,071,223







105,071,223



101,821,000







101,821,000   31




---



##### 



As of December 31, 2005As Reported


Adjustments


As RestatedASSETSCURRENT ASSETS:Cash and cash equivalents

$
19,081


$



$
19,081Trade accounts receivable, net of
    allowance for doubtful accounts of $3,373


62,723







62,723Prepaid expenses and other current
    assets


5,220







5,220Income tax receivable


3,935







3,935Deferred income tax asset


1,906







1,906Current assets from discontinued
    operations


705







705Total current assets


93,570







93,570PROPERTY AND EQUIPMENT, net


48,317







48,317GOODWILL


162,588







162,588RADIO BROADCASTING LICENSES


1,788,643







1,788,643OTHER INTANGIBLE ASSETS, net


53,644







53,644INVESTMENT IN AFFILIATED COMPANY


37,362







37,362OTHER ASSETS


6,527







6,527NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS


10,729







10,729Total assets

$
2,201,380


$



$
2,201,380LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
3,113


$



$
3,113Accrued interest


19,308







19,308Accrued compensation and related
    benefits


20,756







20,756Income taxes payable


3,805







3,805Other current liabilities


8,616



507



9,123Current portion of long-term debt


8







8Current liabilities from
    discontinued operations


235







235Total current liabilities


55,841



507



56,348LONG-TERM DEBT, net of current
    portion


952,512







952,512OTHER LONG-TERM LIABILITIES


6,316







6,316DEFERRED INCOME TAX LIABILITY


161,923



344



162,267NON-CURRENT LIABILITIES FROM
    DISCONTINUED OPERATIONS


1,391







1,391Total liabilities


1,177,983



851



1,178,834MINORITY INTEREST IN SUBSIDIARIES


2,856







2,856STOCKHOLDERS EQUITY:Common stock


99







99Accumulated comprehensive income
    adjustments


958







958Stock subscriptions receivable


(1,566
)






(1,566
)Additional paid-in capital


1,026,429



9,226



1,035,655Accumulated deficit


(5,379
)


(10,077
)


(15,456
)Total stockholders equity


1,020,541



(851
)


1,019,690Total liabilities and
    stockholders equity

$
2,201,380


$



$
2,201,380  32




---



##### 



Year Ended December 31, 2004


Year Ended December 31, 2003


Year Ended December 31, 2002As Reported


Adjustments


As Restated


As Reported


Adjustments


As Restated


As Reported


Adjustments


As Restated(In thousands)


(In thousands)


(In thousands)Balance Sheet Data:Cash and cash equivalents

$
10,391


$



$
10,391


$
38,010


$



$
38,010


$
45,415


$



$
45,415Short-term investments


10,000







10,000



40,700







40,700



40,700







40,700Intangible assets, net


1,931,045







1,931,045



1,782,258







1,782,258



1,776,626







1,776,626Total assets


2,111,141







2,111,141



2,001,461







2,001,461



1,984,360







1,984,360Total debt (including current
    portion)


620,028







620,028



597,535







597,535



650,001







650,001Total liabilities


782,696



(291
)


782,405



723,042



(228
)


722,814



740,337



(186
)


740,151Total stockholders equity


1,328,445



291



1,328,736



1,278,419



228



1,278,647



1,244,023



186



1,244,209     Year Ended December 31,2006


2005


2004


2003


2002(in thousands)Statement of Cash
    Flows:Cash flows from (used
    in) Operating activities

$
77,536


$
101,627


$
123,716


$
109,720


$
70,821Investing activities


(46,227
)


(28,301
)


(155,495
)


(44,357
)


(105,277
)Financing activities


(17,984
)


(64,636
)


4,160



(72,768
)


47,756Other Data:Cash interest
    expense(1)

$
70,876


$
53,753


$
37,842


$
39,894


$
62,101Capital expenditures


14,291



13,816



12,786



11,111



10,724     (1)
    
    Cash interest expense is calculated as interest expense less
    non-cash interest, including the accretion of principal, the
    amortization of discounts on debt and the amortization of
    deferred financing costs for the indicated period.  33




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following information should be read in conjunction with
    Selected Financial Data and the Consolidated
    Financial Statements and Notes thereto included elsewhere in
    this report.
  Form 10-K 10-K/A Form 10-Q, Form 10-K
 RESTATEMENT
    NOTE  Form 10-K, Form 10-K
    Form 10-K 10-K/A
  Audit
    committee review
  Accounting for Stock Issued to
    Employees.
 34




---



##### 



Stock
    options grant summary
    Number ofDate of Grant

Options Granted


Grant Recipient(s)May 17, 2005


1,285,000


Eligible employees, non-employee
    board members, contractorAugust 10, 2004


1,500,000


Executive officerJune 1, 2004


25,000


Non-employee board membersDecember 19, 2003


1,371,750


Eligible employees, executive
    officersAugust 11, 2003


50,000


Non-employee board membersDecember 31, 2002


1,025,750


Eligible employeesDecember 7, 2001


896,050


Eligible employeesAugust 24, 2001


20,000


Non-employee board membersApril 3, 2001(1)


1,300,000


Executive officers, non-employee
    board membersOctober 20, 2000


545,334


Eligible employeesMay 5, 1999(2)


608,994


Eligible employees, executive
    officerVarious


824,967


Individual employeesTotal


9,452,845     (1)
    
    None of the options awarded for
    this grant has been exercised, and all remaining non-forfeited
    options were cancelled in May 2007.(2)
    
    The post-stock split amount of
    options awarded for this grant is 608,994. The pre-stock split
    amount of options originally awarded is 207,208.  Adjustments
    to measurement dates
    No contemporaneous documentation of
    approval.
 35




---



##### 



Selection of grant date prior to approval.
  Lack of finality of recipient list on company-wide
    grants. e-mail,
  Improper measurement date selection. e-mail.
  Incorrect measurement dates for new hire and other
    grants.
 36




---



##### 



Additional Pre-TaxStock-BasedCompensationDate of Grant

Expense


Reason for Measurement Date Changes(In thousands)May 17, 2005

$
3


No contemporaneous documentation
    of approval, lack of finality of recipient list on company-wide
    grants, improper measurement date selectionJune 1, 2004





No contemporaneous documentation
    of approvalDecember 19, 2003


70


No contemporaneous documentation
    of approval, improper measurement date selectionAugust 11, 2003


10


No contemporaneous documentation
    of approvalDecember 31, 2002


218


No contemporaneous documentation
    of approval, improper measurement date selectionDecember 7, 2001


320


Selection of grant date prior to
    approval, improper measurement date selectionApril 3, 2001(1)


7,779


Selection of grant date prior to
    approvalOctober 20, 2000


818


Lack of finality of recipient list
    on company-wide grants, improper measurement date selectionMay 5, 1999


32


Improper measurement date selectionNew Hire and Other Grants


11


Incorrect measurement dates for
    new hire and other grantsTotal

$
9,261     (1)
    
    None of the options awarded for
    this grant has been exercised, and all remaining non-forfeited
    options were cancelled in May 2007.  Accounting
    impact
      AdditionalStock-Based





Income TaxCompensation


Pre-Tax


Provision


After-TaxYear Ended December 31

Expense


Adjustments


(Benefit)


Expense1999

$
10


$



$
(4
)

$
62000


54







(21
)


332001


1,780



41



(552
)


1,2692002


2,212



175



222



2,6092003


2,220



157



(229
)


2,148Cumulative Total

$
6,276


$
373


$
(584
)

$
6,0652004


2,199



86



(168
)


2,1172005


786



48



(38
)


796Total

$
9,261


$
507


$
(790
)

$
8,978  37




---



##### 



Taxes
  Accounting Impact
  Judgment
    and interpretation
    Regulatory
    matters
    Form 10-K Form 10-Q Form 10-K Form 10-Q
  Other
    restatement item
  Form 10-K
 38




---



##### 



Financial
    Statements
    Overview
    late-1990s, African-American
  Results
    of Operations
  Revenue
       39




---



##### 



Expenses
      Measurement
    of Performance
    Net broadcast revenue:
  Station operating income:
  Station operating income
    margin:
 40




---



##### 



Summary
    of Performance
    Year Ended December 31,2006


2005


2004As Restated


As Restated(In thousands, except margin data)Net broadcast revenue

$
367,017


$
368,658


$
317,231Station operating income


170,481



183,878



176,076Station operating income margin


46.5
%


49.9
%


55.5
%Net (loss) income


(6,730
)


48,635



59,485     Year Ended December 31,2006


2005


2004As Restated


As Restated(In thousands)Net (loss) income as reported

$
(6,730
)

$
48,635


$
59,485Add back non-station operating
    income items included in net income:Interest income


(1,393
)


(1,428
)


(2,524
)Interest expense


72,932



63,010



39,611Provision for income taxes


274



28,238



38,808Corporate selling, general and
    administrative, excluding non-cash and stock-based compensation


25,003



22,577



15,135Non-cash compensation


1,238



1,758



2,413Stock-based compensation


5,529



786



2,199Equity in loss of affiliated
    company


2,341



1,846



3,905Impairment of long-lived assets


63,285







Depreciation and amortization


15,832



16,251



16,681Minority interest in income of
    subsidiaries


3,004



1,868



(Income) loss from discontinued
    operations, net of tax


(11,112
)


254



413Other expense (income), net


278



83



(50
)Station operating income

$
170,481


$
183,878


$
176,076  41




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  RESULTS
    OF OPERATIONS
    Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005 (In thousands)
  Year Ended December 31,2006


2005


Increase/(Decrease)As RestatedStatements of Income:Net broadcast revenue

$
367,017


$
368,658


$
(1,641
)


(0.4
)%Operating expenses:Programming and technical,
    excluding non-cash compensation


79,490



69,603



9,887



14.2Selling, general and
    administrative, excluding non-cash compensation


117,046



115,177



1,869



1.6Corporate selling, general and
    administrative, excluding non-cash compensation


25,003



22,577



2,426



10.7Non-cash compensation


1,238



1,758



(520
)


(29.6
)Stock-based compensation


5,529



786



4,743



603.4Depreciation and amortization


15,832



16,251



(419
)


(2.6
)Impairment of long-lived assets


63,285







63,285



Total operating expenses


307,423



226,152



81,271



35.9Operating income


59,594



142,506



(82,912
)


(58.2
)Interest income


1,393



1,428



(35
)


(2.5
)Interest expense


72,932



63,010



9,922



15.7Equity in loss of affiliated
    company


2,341



1,846



495



26.8Other expense, net


278



83



195



234.9(Loss) income before provision for
    income taxes, minority interest in income of subsidiaries and
    income (loss) from discontinued operations


(14,564
)


78,995



(93,559
)


(118.4
)Provision for income taxes


274



28,238



(27,964
)


(99.0
)Minority interest in income of
    subsidiary


3,004



1,868



1,136



60.8Net (loss) income from continuing
    operations


(17,842
)


48,889



(66,731
)


(136.5
)Income (loss) from discontinued
    operations, net of tax


11,112



(254
)


11,366



Net (loss) income


(6,730
)


48,635



(55,365
)


(113.8
)Preferred stock dividends






2,761



(2,761
)


Net income applicable to common
    stockholders

$
(6,730
)

$
45,874


$
(52,604
)


(114.7
)%   Net
    broadcast revenue
  Year Ended December 31,2006

2005


Increase/(Decrease)$367,017

$
368,658


$
(1,641
)


(0.4
)%    42




---



##### 



Operating
    expenses
  Programming and technical, excluding non-cash compensation
  Year Ended December 31,2006

2005


Increase/(Decrease)$79,490

$
69,603


$
9,887



14.2
%     Selling, general and administrative, excluding non-cash
    compensation
  Year Ended December 31,2006

2005


Increase/(Decrease)$117,046

$
115,177


$
1,869



1.6
%    43




---



##### 



Corporate selling, general and administrative, excluding
    non-cash compensation
  Year Ended December 31,2006

2005


Increase/(Decrease)$25,003

$
22,577


$
2,426



10.7
%     Non-cash compensation
  Year Ended December 31,2006

2005


Increase/(Decrease)$1,238

$
1,758


$
(520
)


(29.6
)%     Stock-based compensation
  Year Ended December 31,2006

2005


Increase/(Decrease)$5,529

$
786


$
4,743



603.4
%   Share-Based Payment. Accounting for
    Stock Issued to Employees,
  Depreciation and amortization
  Year Ended December 31,2006

2005


Increase/(Decrease)$15,832

$
16,251


$
(419
)


(2.6
)%    44




---



##### 



Impairment of intangible assets
  Year Ended December 31,2006

2005


Increase/(Decrease)$63,285

$



$
63,285




%     Interest expense
  Year Ended December 31,2006

2005


Increase/(Decrease)$72,932

$
63,010


$
9,922



15.7
%   1 2 WHHL-FM WRDA-FM), WMOJ-FM WIFE-FM), WMOJ-FM.
  Equity in loss of affiliated company
  Year Ended December 31,2006

2005


Increase/(Decrease)$2,341

$
1,846


$
495



26.8
%     Provision for income taxes
  Year Ended December 31,2006

2005


Increase/(Decrease)$274

$
28,238


$
(27,964
)


(99.0
)%     Minority interest in income of subsidiaries
  Year Ended December 31,2006

2005


Increase/(Decrease)$3,004

$
1,868


$
1,136



60.8
%    45




---



##### 



Income (loss) from discontinued operations, net of
    tax
  Year Ended December 31,2006

2005


Increase/(Decrease)$11,112

$
(254
)

$
11,366




%   WILD-FM
  Net (loss) income applicable to common stockholders
  Year Ended December 31,2006

2005


Increase/(Decrease)$(6,730)

$
45,874


$
(52,604
)


(114.7
)%   3 8
  Other
    Data
  Station
    operating income
    Station
    operating income margin
   46




---



##### 



Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004 (In thousands)
  Year Ended December 31,2005


2004


Increase/(Decrease)As Restated


As RestatedStatements of Income:Net broadcast revenue

$
368,658


$
317,231


$
51,427



16.2
%Operating expenses:Programming and technical,
    excluding non-cash compensation


69,603



51,982



17,621



33.9Selling, general and
    administrative, excluding non-cash compensation


115,177



89,173



26,004



29.2Corporate expenses, excluding
    non-cash compensation


22,577



15,135



7,442



49.2Non-cash compensation


1,758



2,413



(655
)


(27.1
)Stock-based compensation


786



2,199



(1,413
)


(64.3
)Depreciation and amortization


16,251



16,681



(430
)


(2.6
)Total operating expenses


226,152



177,583



48,569



27.4Operating income


142,506



139,648



2,858



2.0Interest income


1,428



2,524



(1,096
)


(43.4
)Interest expense


63,010



39,611



23,399



59.1Equity in loss of affiliated
    company


1,846



3,905



(2,059
)


(52.7
)Other expense (income), net


83



(50
)


133



266.0Income before provision for income
    taxes, minority interest in income of subsidiary and loss from
    discontinued operations


78,995



98,706



(19,711
)


(20.0
)Provision for income taxes


28,238



38,808



(10,570
)


(27.2
)Minority interest in income of
    subsidiary


1,868







1,868



Net income from continuing
    operations


48,889



59,898



(11,009
)


(18.4
)Loss from discontinued operations,
    net of tax


(254
)


(413
)


159



38.5Net income


48,635



59,485



(10,850
)


(18.2
)Preferred stock dividend


2,761



20,140



(17,379
)


(86.3
)Net income applicable to common
    stockholders

$
45,874


$
39,345


$
6,529



16.6
%   Net
    broadcast revenue
  Year Ended December 31,2005

2004


Increase/(Decrease)$368,658

$
317,231


$
51,427



16.2
%    47




---



##### 



Operating
    expenses
  Programming and technical, excluding non-cash compensation
  Year Ended December 31,2005

2004


Increase/(Decrease)$69,603

$
51,982


$
17,621



33.9
%     Selling, general and administrative, excluding non-cash
    compensation
  Year Ended December 31,2005

2004


Increase/(Decrease)$115,177

$
89,173


$
26,004



29.2
%     Corporate selling, general and administrative, excluding
    non-cash compensation
  Year Ended December 31,2005

2004


Increase/(Decrease)$22,577

$
15,135


$
7,442



49.2
%    48




---



##### 



Stock-based compensation
  Year Ended December 31,2005

2004


Increase/(Decrease)$786

$
2,199


$
(1,413
)


(64.3
)%     Depreciation and amortization
  Year Ended December 31,2005

2004


Increase/(Decrease)$16,251

$
16,681


$
(430
)


(2.6
)%     Interest income
  Year Ended December 31,2005

2004


Increase/(Decrease)$1,428

$
2,524


$
(1,096
)


(43.4
)%     Interest expense
  Year Ended December 31,2005

2004


Increase/(Decrease)$63,010

$
39,611


$
23,399



59.1
%     Equity in loss of affiliated company
  Year Ended December 31,2005

2004


Increase/(Decrease)$1,846

$
3,905


$
(2,059
)


(52.7
)%    49




---



##### 



Provision for income taxes
  Year Ended December 31,2005

2004


Increase/(Decrease)$28,238

$
38,808


$
(10,570
)


(27.2
)%     Minority interest in income of subsidiaries
  Year Ended December 31,2005

2004


Increase/(Decrease)$1,868

$



$
1,868




%   .
  Net income applicable to common stockholders
  Year Ended December 31,2005

2004


Increase/(Decrease)$45,874

$
39,345


$
6,529



16.6
%   3 8
  Other
    Data
  Station
    operating income
    Station
    operating income margin
   50




---



##### 



Liquidity
    and Capital Resources
    10-K Form 10-Q
     51




---



##### 



Amount


ApplicableType of Debt

Outstanding


Interest Rate(In millions)Senior bank term debt (swap
    matures June 16, 2012)(1)

$
25.0



5.97
%Senior bank term debt (swap
    matures June 16, 2010)(1)


25.0



5.77Senior bank term debt (swap
    matures June 16, 2008)(1)


25.0



5.63Senior bank term debt (swap
    matures June 16, 2007)(1)


25.0



5.58Senior bank term debt (subject to
    variable interest rates)(2)


200.0



6.88Senior bank revolving debt
    (subject to variable interest rates)(2)


137.5



6.8887/8% Senior
    subordinated notes (fixed rate)


300.0



8.8863/8% Senior
    subordinated notes (fixed rate)


200.0



6.38     (1)
    
    A total of $100.0 million is subject to fixed rate swap
    agreements that became effective in June 2005. Under our fixed
    rate swap agreements, we pay a fixed rate plus a spread based on
    our leverage ratio, as defined in our Credit Agreement. That
    spread is currently set at 1.50% and is incorporated into the
    applicable interest rates set forth above.(2)
    
    Subject to rolling
    90-day LIBOR
    plus a spread currently at 1.50% and incorporated into the
    applicable interest rate set forth above.  3 8 3 8
  7 8
      2006


2005(In thousands)Net cash flows from operating
    activities

$
77,536


$
101,627Net cash flows used in investing
    activities


(46,227
)


(28,301
)Net cash flows (used in) from
    financing activities


(17,984
)


(64,636
)    52




---



##### 



WHHL-FM WRDA-FM), WIFE-FM, WIFE-FM WMOJ-FM, WIFE-FMs WMOJ-FM. WILD-FM,
  WHHL-FM WRDA-FM) WMOJ-FM WIFE-FM) 3 8
  60 African-American WHHL-FM WRDA-FM) WMOJ-FM WIFE-FM), WDBZ-AM, WDBZ-AM WPRS-FM WXGG-FM), WILD-FM,
    7 8 3 8
 53




---



##### 



Credit
    Rating Agencies
    Recent
    Accounting Pronouncements
  Considering the Effects
    of Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statement.
  Fair Value Measurements.
  Accounting for Uncertainty in Income Taxes 
    Interpretation of SFAS No. 109.
  Critical
    Accounting Policies and Estimates
  Organization and Summary of Significant Accounting Policies
 54




---



##### 



Stock-Based
    Compensation
    Restatement of Consolidated Financial Statements Form 10-K.
  Goodwill
    and Radio Broadcasting Licenses
  Goodwill and
    Other Intangible Assets, Organization and Summary of
    Significant Accounting Policies and Goodwill, Radio Broadcasting
    Licenses and Other Intangible Assets.
  Impairment
    of Long-Lived Assets Excluding Goodwill and Radio Broadcasting
    Licenses
   55




---



##### 



Allowance
    for Doubtful Accounts
    Revenue
    Recognition
  Revenue
    Recognition, Revised and Updated.
  Equity
    Accounting
  The Equity Method of Accounting for Investments in
    Common Stock , Consolidation of Variable
    Interest Entities, Investment
    in Affiliated Company
  Contingencies
    and Litigation
    Estimate
    of Effective Tax Rates and Realizability of Deferred Tax
    Balance
   56




---



##### 



Impact of
    Inflation
    Seasonality
    Capital
    and Commercial Commitments
  Long-term
    debt
  3 8 7 8
  Lease
    obligations
    Operating
    Contracts and Agreements
   57




---



##### 



Contractual
    Obligations Schedule
    Payments Due by PeriodContractual Obligations

2007


2008


2009


2010


2011


2012 and Beyond


Total(In thousands)87/8% Senior
    subordinated notes(1)

$
26,625


$
26,625


$
26,625


$
26,625


$
313,313


$



$
419,81363/8% Senior
    subordinated notes(1)


12,750



12,750



12,750



12,750



12,750



214,344



278,094Credit facilities(2)


39,898



67,692



95,180



98,157



93,132



180,025



574,084Capital lease obligations


17



14



















31Other operating contracts/
    agreements(3)(4)(5)


34,367



23,829



19,430



18,616



11,031



33,300



140,573Operating lease obligations


8,095



7,713



6,562



5,669



4,931



12,281



45,251Total

$
121,752


$
138,623


$
160,547


$
161,817


$
435,157


$
439,950


$
1,457,846     (1)
    
    Includes interest obligations based on current effective
    interest rate on senior subordinated notes outstanding as of
    December 31, 2006.(2)
    
    Includes interest obligations based on current effective
    interest rate and projected interest expense on credit
    facilities outstanding as of December 31, 2006.(3)
    
    Includes employment contracts, severance obligations, on-air
    talent contracts, consulting agreements, equipment rental
    agreements, programming related agreements, and other general
    operating agreements.(4)
    
    Includes a retention bonus of approximately $2.0 million
    pursuant to an employment agreement with the Chief
    Administrative Officer (CAO) for remaining employed
    with the Company through and including October 31, 2008. If
    the CAOs employment ends before October 31, 2008, the
    amount paid will be a pro rata portion of the retention bonus
    based on the number of days of employment between
    October 31, 2004 and October 31, 2008.(5)
    
    Includes a retention bonus of approximately $7.0 million
    pursuant to an employment agreement with the Chief Financial
    Officer (CFO) for remaining employed with the
    Company through and including October 18, 2010. If the
    CFOs employment ends before October 18, 2010, the
    amount paid will be a pro rata portion of the retention bonus
    based on the number of days of employment between
    October 18, 2005 and October 18, 2010.  Derivative Instruments
  Off-Balance
    Sheet Arrangements
      Derivative Instruments
 58




---



##### 



ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK        3 8 7 8 3 8 7 8
  3 8 7 8
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Pages F-1 F-58.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   59




---



##### 



ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
    Assessment
    of Prior Period Controls Over Financial Reporting
  Form 10-K Explanatory Note Note 2 to the
    Consolidated Financial Statements
  
    no contemporaneous documentation of approval;
    selection of grant dates prior to approval;
    lack of finality of recipient lists on company-wide grants;
    improper measurement date selections; and
    incorrect measurement dates for new hire and other grants.    Remediation
   60




---



##### 



Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f). Internal Control  Integrated
    Framework ®
  .
  Report of
    Independent Registered Public Accounting Firm on Internal
    Control Over Financial Reporting
    Internal Control  Integrated Framework
     61




---



##### 



Ernst &
    Young llp
     Changes
    in Internal Control Over Financial Reporting
   ITEM 9B.  OTHER
    INFORMATION   62




---



##### 



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements
  page F-1
                  10-K
 63




---



##### 



EXHIBITS AND FINANCIAL
    STATEMENTS:
  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of Radio One, Inc. (dated as of May 4,
    2000), as filed with the State of Delaware on May 9, 2000
    (incorporated by reference to Radio Ones Quarterly Report
    on
    Form 10-Q
    for the period ended March 31, 2000).3
.1.1

Certificate of Amendment (dated as
    of September 21, 2000) of the Amended and Restated
    Certificate of Incorporation of Radio One, Inc. (dated as of
    May 4, 2000), as filed with the State of Delaware on
    September 21, 2000 (incorporated by reference to Radio
    Ones Current Report on
    Form 8-K
    filed October 6, 2000).3
.2

Amended and Restated By-laws of
    Radio One, Inc., amended as of June 5, 2001 (incorporated
    by reference to Radio Ones Quarterly Report on
    Form 10-Q
    filed August 14, 2001).3
.3

Certificate Of Designations,
    Rights and Preferences of the
    61/2% Convertible
    Preferred Securities Remarketable Term Income Deferrable Equity
    Securities (HIGH TIDES) of Radio One, Inc., as filed with the
    State of Delaware on July 13, 2000 (incorporated by
    reference to Radio Ones Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2000).4
.1

Indenture dated May 18, 2001
    among Radio One, Inc., the Guarantors listed therein, and United
    States Trust Company of New York (incorporated by reference to
    Radio Ones Registration Statement on
    Form S-4,
    filed July 17, 2001 (File
    No. 333-65278)).4
.2

First Supplemental Indenture,
    dated August 10, 2001, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones Registration Statement on
    Form S-4,
    filed October 4, 2001 (File
    No. 333-65278)).4
.3

Second Supplemental Indenture
    dated as of December 31, 2001, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones registration statement on
    Form S-3,
    filed January 29, 2002 (File
    No. 333-81622)).4
.4

Third Supplemental Indenture dated
    as of July 17, 2003, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2003).4
.5

Fourth Supplemental Indenture
    dated as of October 19, 2004, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones Quarterly Report on
    Form 10-Q
    for the period ended September 30, 2004).4
.6

Fifth Supplemental Indenture dated
    as of February 8, 2005, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee (incorporated by reference
    to Radio Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2004).4
.7

Indenture dated February 10,
    2005 between Radio One, Inc. and The Bank of New York, as
    Trustee, (incorporated by reference to Radio Ones Current
    Report on
    Form 8-K
    filed February 10, 2005).4
.8

Amended and Restated Stockholders
    Agreement dated as of September 28, 2004 among Catherine L.
    Hughes and Alfred C. Liggins, III (incorporated by
    reference to Radio Ones Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2005).4
.9

Sixth Supplemental Indenture dated
    as of February 15, 2006 among Radio One, Inc., the
    Guaranteeing Subsidiary and the Existing Guarantors listed
    therein, and The Bank of New York, as successor trustee under
    the Indenture dated May 18, 2001, as amended (incorporated
    by reference to Radio Ones Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2006).4
.10

First Supplemental Indenture dated
    as of February 15, 2006 among Radio One, Inc., Syndication
    One, Inc., the other Guarantors listed therein, and The Bank of
    New York, as trustee under the Indenture dated February 10,
    2005 (incorporated by reference to Radio Ones Quarterly
    Report on
    Form 10-Q
    for the period ended June 30, 2006).4
.11

Seventh Supplemental Indenture
    dated as of December 22, 2006 among Radio One, Inc., the
    Guaranteeing Subsidiary and the Existing Guarantors listed
    therein, and The Bank of New York, as successor trustee under
    the Indenture dated May 18, 2001, as amended. 64




---



##### 



ExhibitNumber

Description4
.12

Second Supplemental Indenture
    dated as of December 22, 2006 among Radio One, Inc.,
    Magazine One, Inc., the other Guarantors listed therein, and The
    Bank of New York, as trustee under the Indenture dated
    February 10, 2005.10
.1

Credit Agreement, dated
    June 13, 2005, by and among Radio One Inc., Wachovia Bank
    and the other lenders party thereto (incorporated by reference
    to Radio Ones Current Report on
    Form 8-K
    filed June 17, 2005 (File
    No. 000-25969)).10
.2

Guarantee and Collateral
    Agreement, dated June 13, 2005, made by Radio One, Inc. and
    its Restricted Subsidiaries in favor of Wachovia Bank
    (incorporated by reference to Radio Ones Current Report on
    Form 8-K
    filed June 17, 2005 (File
    No. 000-25969)).10
.3

Amended and Restated Employment
    Agreement between Radio One, Inc. and Scott R. Royster dated
    October 18, 2000 (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2000).10
.4

Amended and Restated Employment
    Agreement between Radio One, Inc. and Linda J. Eckard Vilardo
    dated October 31, 2000 (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2000).10
.5

Employment Agreement between Radio
    One, Inc. and Alfred C. Liggins, III dated April 9,
    2001 (incorporated by reference to Radio Ones Quarterly
    Report on
    Form 10-Q
    for the period ended June 30, 2001).10
.6

Promissory Note and Stock Pledge
    Agreement dated October 18, 2000 between Radio One, Inc.
    and Scott R. Royster (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2002).10
.7

Promissory Note and Stock Pledge
    Agreement dated October 31, 2000 between Radio One, Inc.
    and Linda J. Eckard Vilardo (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2002).10
.8

Promissory Note and Stock Pledge
    Agreement dated April 9, 2001 between Radio One, Inc. and
    Alfred C. Liggins, III (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2002).10
.9

Promissory Note dated
    January 30, 2002 between Radio One, Inc and Scott R.
    Royster (incorporated by reference to Radio Ones Annual
    Report on
    Form 10-K
    for the period ended December 31, 2002).10
.10

First Amendment to Credit
    Agreement dated as of April 26, 2006, to Credit Agreement
    dated June 13, 2005, by and among Radio One, Inc., Wachovia
    Bank and the other lenders party thereto (incorporated by
    reference to Radio Ones Current Report on
    Form 8-K
    filed April 28, 2006 (File No. 000-25969)).21
.1

Subsidiaries of Radio One, Inc.23
.1

Consent of Ernst & Young
    LLP.31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. § 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial
    Officer pursuant to 18 U.S.C. § 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99
.1

Directors, Executive Officers and
    Corporate Governance.99
.2

Executive Compensation.99
.3

Security Ownership of Certain
    Beneficial Owners and Management and Related Stockholder Matters.99
.4

Certain Relationships and Related
    Transactions and Director Independence.99
.5

Principal Accounting Fees and
    Services.  65




---



##### 



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, as amended, the registrant
    has duly caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized on June 14, 2007.
  Radio One, Inc.
  By:
    /s/  Scott
    R. Royster   Title:
    Executive Vice President, Chief Financial Officer and Principal Accounting Officer
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, as amended, this report has been signed below by the
    following persons on behalf of the registrant in the capacities
    indicated on June 14, 2007.
  By:
    /s/  Catherine
    L. Hughes   Title:
    Chairperson, Director and Secretary  By:
    /s/  Alfred
    C. Liggins, III   Title:
    Chief Executive Officer, President and Director  By:
    /s/  Terry
    L. Jones   Title:
    Director  By:
    /s/  Brian
    W. McNeill   Title:
    Director  By:
    /s/  L.
    Ross Love   Title:
    Director  By:
    /s/  D.
    Geoffrey Armstrong   Title:
    Director  By:
    /s/  Ronald
    E. Blaylock   Title:
    Director 66




---



##### 



Report of
    Independent Registered Public Accounting Firm
    page S-1.
        Share-Based Payment.
  Internal Control 
    Integrated Framework
  Ernst &
    Young llp
    F-1




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  As of December 31,2006


2005(As Restated)(In thousands, exceptshare data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
32,406


$
19,081Trade accounts receivable, net of
    allowance for doubtful accounts of $4,064 and $3,373,
    respectively


61,101



62,723Prepaid expenses and other current
    assets


5,957



5,220Income tax receivable


1,296



3,935Deferred income tax asset


2,856



1,906Current assets from discontinued
    operations


296



705Total current assets


103,912



93,570PROPERTY AND EQUIPMENT, net


53,945



48,317GOODWILL


157,795



162,588RADIO BROADCASTING LICENSES


1,771,311



1,788,643OTHER INTANGIBLE ASSETS, net


49,151



53,644INVESTMENT IN AFFILIATED COMPANY


51,711



37,362OTHER ASSETS


6,957



6,527NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS


428



10,729Total assets

$
2,195,210


$
2,201,380LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
10,078


$
3,113Accrued interest


19,273



19,308Accrued compensation and related
    benefits


18,811



20,756Income taxes payable


2,465



3,805Other current liabilities


13,742



9,123Current portion of long-term debt


7,513



8Current liabilities from
    discontinued operations


425



235Total current liabilities


72,307



56,348LONG-TERM DEBT, net of current
    portion


930,014



952,512OTHER LONG-TERM LIABILITIES


9,026



6,316DEFERRED INCOME TAX LIABILITY


165,616



162,267NON-CURRENT LIABILITIES FROM
    DISCONTINUED OPERATIONS






1,391Total liabilities


1,176,963



1,178,834MINORITY INTEREST IN SUBSIDIARIES


(20
)


2,856STOCKHOLDERS EQUITY:Convertible preferred stock,
    $.001 par value; 1,000,000 shares authorized; no
    shares outstanding at December 31, 2006 and 2005,
    respectively






Common stock 
    Class A, $.001 par value, 30,000,000 shares
    authorized; 6,319,660 and 11,943,604 shares issued and
    outstanding at December 31, 2006 and 2005, respectively


6



12Common stock 
    Class B, $.001 par value, 150,000,000 shares
    authorized; 2,867,463 shares issued and outstanding


3



3Common stock 
    Class C, $.001 par value, 150,000,000 shares
    authorized; 3,132,458 shares issued and outstanding


3



3Common stock 
    Class D, $.001 par value, 150,000,000 shares
    authorized; 86,391,052 and 80,760,209 shares issued and
    outstanding as of December 31, 2006 and 2005, respectively


87



81Accumulated other comprehensive
    income


967



958Stock subscriptions receivable


(1,642
)


(1,566
)Additional paid-in capital


1,041,029



1,035,655Accumulated deficit


(22,186
)


(15,456
)Total stockholders equity


1,018,267



1,019,690Total liabilities and
    stockholders equity

$
2,195,210


$
2,201,380    F-2




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Years Ended December 31,2006


2005


2004(As Restated)


(As Restated)(In thousands, except share data)NET BROADCAST REVENUE

$
367,017


$
368,658


$
317,231OPERATING EXPENSES:Programming and technical,
    including stock-based compensation of $784, $28 and $41,
    respectively


80,222



69,610



52,807Selling, general and
    administrative, including stock-based compensation of $2,801,
    $105 and $238, respectively


119,846



115,221



89,299Corporate selling, general and
    administrative, including
    stock-based
    compensation of $1,944, $653 and $1,920, respectively


28,238



25,070



18,796Depreciation and amortization


15,832



16,251



16,681Impairment of long-lived assets


63,285







Total operating expenses


307,423



226,152



177,583Operating income


59,594



142,506



139,648INTEREST INCOME


1,393



1,428



2,524INTEREST EXPENSE


72,932



63,010



39,611EQUITY IN LOSS OF AFFILIATED
    COMPANY


2,341



1,846



3,905OTHER EXPENSE (INCOME), net


278



83



(50
)(Loss) income before provision for
    income taxes, minority interest in income of subsidiaries and
    income (loss) from discontinued operations


(14,564
)


78,995



98,706PROVISION FOR INCOME TAXES


274



28,238



38,808MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


3,004



1,868



Net (loss) income from continuing
    operations


(17,842
)


48,889



59,898INCOME (LOSS) FROM DISCONTINUED
    OPERATIONS, net of tax


11,112



(254
)


(413
)Net (loss) income


(6,730
)


48,635



59,485PREFERRED STOCK DIVIDENDS






2,761



20,140NET (LOSS) INCOME APPLICABLE TO
    COMMON STOCKHOLDERS

$
(6,730
)

$
45,874


$
39,345BASIC NET (LOSS) INCOME AVAILABLE
    TO COMMON STOCKHOLDERS:Continuing operations

$
(.18
)

$
.44


$
.38Discontinued operations, net of tax


.11







Net (loss) income available to
    common shareholders

$
(.07
)

$
(.44
)

$
.37DILUTED NET (LOSS) INCOME
    AVAILABLE TO COMMON STOCKHOLDERS:Continuing operations

$
(.18
)

$
.44


$
.38Discontinued operations, net of tax


.11







Net (loss) income available to
    common shareholders

$
(.07
)

$
(.44
)

$
.37WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


98,709,311



103,749,798



104,953,192Diluted


98,709,311



103,893,782



105,429,038    F-3




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 For The
    Years Ended December 31, 2004, 2005 and 2006
  AccumulatedConvertible


Common


Common


Common


Common





Other


Stock


Additional





TotalPreferred


Stock


Stock


Stock


Stock


Comprehensive


Comprehensive


Subscriptions


Paid-In


Accumulated


StockholdersStock


Class A


Class B


Class C


Class D


Income


Income (Loss)


Receivable


Capital


Deficit


Equity(As Restated)








(As Restated)


(As Restated)


(As Restated)(In thousands, except share data)BALANCE, as of December 31,
    2003 (as reported)

$



$
23


$
3


$
3


$
76






$
(2,605
)

$
(35,017
)

$
1,410,460


$
(94,524
)

$
1,278,419Adjustments to opening
    stockholders equity


































6,293



(6,065
)


228BALANCE, as of December 31,
    2003 (as restated)

$



$
23


$
3


$
3


$
76






$
(2,605
)

$
(35,017
)

$
1,416,753


$
(100,589
)

$
1,278,647Comprehensive income:Net income (as restated)





















$
59,485















59,485



59,485Change in unrealized net gain on
    derivative and hedging activities, net of taxes






















2,454



2,454















2,454Comprehensive income (as restated)





















$
61,939Vesting of non-employee restricted
    stock


































803







803Stock-based compensation expense


































2,199







2,199Preferred stock dividends






































(20,140
)


(20,140
)Interest on stock subscriptions
    receivable






























(1,714
)










(1,714
)Repayment of interest on officer
    loan






























2,000











2,000Adjustment of basis for investment
    in affiliated company


































2,840







2,840Employee exercise of options for
    162,953 shares of common stock


































1,721







1,721Conversion of 30,000 shares of
    Class A common stock to 30,000 shares of Class D
    common stock






(1
)










1























Tax effect of non-qualified option
    exercises


































441







441BALANCE, as of December 31,
    2004 (as restated)






22



3



3



77







(151
)


(34,731
)


1,424,757



(61,244
)


1,328,736Comprehensive income:Net income (as restated)





















$
48,635















48,635



48,635Change in unrealized net gain on
    derivative and hedging activities, net of taxes






















1,109



1,109















1,109Comprehensive income (as restated)





















$
49,744Adjustment of basis for investment
    in affiliated company


































(379
)






(379
)Vesting of non-employee restricted
    stock


































58







58Stock-based compensation expense


































786







786Vesting of subsidiary compensatory
    employee stock options


































157







157Amendment to subsidiary stock
    option plan


































(1,145
)






(1,145
)Cash dividends






































(2,847
)


(2,847
)Redemption of preferred stock


































(309,820
)






(309,820
)Issuance of common stock pursuant
    to investment in Reach Media, Inc.


















2















25,424







25,426Repayment of officer loan






























15,895



(10,251
)






5,644Interest on stock subscriptions
    receivable






























(482
)










(482
)Repurchase of 592,744 shares
    of Class A and 5,805,697 shares of Class D common
    stock






(1
)










(7
)










17,752



(95,402
)






(77,658
)Conversion of 9,560,297 shares
    of Class A common stock to 9,560,297 shares of
    Class D common stock






(9
)










9























Employee exercise of options for
    131,842 shares of common stock


































1,087







1,087Tax effect of non-qualified option
    exercises and vesting of restricted stock


































383







383 F-4




---



##### 



AccumulatedConvertible


Common


Common


Common


Common





Other


Stock


Additional





TotalPreferred


Stock


Stock


Stock


Stock


Comprehensive


Comprehensive


Subscriptions


Paid-In


Accumulated


StockholdersStock


Class A


Class B


Class C


Class D


Income


Income (Loss)


Receivable


Capital


Deficit


Equity(As Restated)








(As Restated)


(As Restated)


(As Restated)(In thousands, except share data)BALANCE, as of December 31,
    2005 (as restated)






12



3



3



81







958



(1,566
)


1,035,655



(15,456
)


1,019,690Comprehensive income:Net loss





















$
(6,730
)














(6,730
)


(6,730
)Change in unrealized net gain on
    derivative and hedging activities, net of taxes






















9



9















9Comprehensive loss





















$
(6,721
)Adjustment of basis for investment
    in affiliated company


































(152
)






(152
)Vesting of non-employee restricted
    stock


































(55
)






(55
)Stock-based compensation expense


































5,529







5,529Interest income on stock
    subscriptions receivable






























(76
)










(76
)Conversion of 6,899 shares of
    Class A common stock to 6,899 shares of Class D
    common stock






(6
)










6























Employee exercise of options for
    8,460 shares of common stock


































52







52BALANCE, as of December 31,
    2006

$



$
6


$
3


$
3


$
87






$
967


$
(1,642
)

$
1,041,029


$
(22,186
)

$
1,018,267     F-5




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2006


2005


2004(As Restated)


(As Restated)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net (loss) income

$
(6,730
)

$
48,635


$
59,485Adjustments to reconcile net (loss)
    income to net cash flows from operating activities:Depreciation and amortization


15,832



16,251



16,681Amortization of debt financing costs


2,097



4,171



1,702Amortization of production content


2,277



3,690



Deferred income taxes


2,066



25,515



37,979Write-down of investment


270



754



Long-term asset impairment


63,285







Gain on disposition of assets


(18,628
)






Equity in loss of affiliated company


2,341



1,846



3,905Minority interest in income of
    subsidiaries


3,004



1,868



Stock-based and other non-cash
    compensation


6,767



2,544



4,612Contract termination fee






5,271



Amortization of contract inducement
    and termination fee


(2,159
)


(722
)


Effect of change in operating
    assets and liabilities, net of effects of acquisitions and
    dispositions:Trade accounts receivable


2,662



36



(134
)Prepaid expenses and other assets


2,195



(6,441
)


(1,408
)Income tax receivable


2,639



(285
)


Accounts payable


2,618



(5,973
)


1,632Accrued interest


(35
)


5,087



67Accrued compensation and related
    benefits


(3,274
)


(766
)


846Income taxes payable


(1,340
)


288



250Other liabilities


3,512



348



(2,952
)Net cash used in operating
    activities from discontinued operations


(1,863
)


(490
)


1,051Net cash flows from operating
    activities


77,536



101,627



123,716CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of property and equipment


(14,291
)


(13,816
)


(12,786
)Equity investments


(17,086
)


(271
)


(18,890
)Acquisition of station and
    broadcasting assets, net of cash acquired


(43,188
)


(21,320
)


(152,682
)Purchase of other intangible assets


(1,129
)


(977
)


(1,647
)Proceeds from sale of assets


30,000







Sale of short-term investments






10,000



30,700Net cash used in investing
    activities from discontinued operations


(533
)


(1,917
)


(190
)Net cash flows used in investing
    activities


(46,227
)


(28,301
)


(155,495
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facility


33,000



587,500



75,000Repayment of long-term debt


(48,020
)


(455,007
)


(52,506
)Proceeds from exercise of stock
    options


52



1,003



1,721Change in interest due on stock
    subscriptions receivable


(76
)


(482
)


286Payment to minority interest
    shareholders


(2,940
)






Payment of preferred stock dividends






(6,959
)


(20,140
)Proceeds from debt issuances, net
    of offering costs






195,315



Redemption of convertible preferred
    stock






(309,820
)


Repayment of officer loan for stock
    subscription






5,644



Payment of bank financing costs






(4,172
)


(201
)Repurchase of common stock






(77,658
)


Net cash flows from financing
    activities


(17,984
)


(64,636
)


4,160INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


13,325



8,690



(27,619
)CASH AND CASH EQUIVALENTS,
    beginning of year


19,081



10,391



38,010CASH AND CASH EQUIVALENTS, end of
    year

$
32,406


$
19,081


$
10,391SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:Cash paid for:Interest

$
70,876


$
53,753


$
37,842Income taxes

$
6,407


$
1,033


$
320    F-6




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2006, 2005 and 2004
  1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (a)
    Organization
    and Business  and/or African-American African-American
  and/or
  (b)
    Basis
    of Presentation      (c)
    Principles
    of Consolidation    The Equity Method of Accounting for Investments in
    Common Stock
 F-7




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidation of Variable Interest Entities, Investment in Affiliated Company
  (d)
    Cash
    and Cash Equivalents    (e)
    Trade
    Accounts Receivable    (f)
    Goodwill,
    Radio Broadcasting Licenses and Other Intangible
    Assets  Goodwill and Other Intangible Assets, Goodwill, Radio
    Broadcasting Licenses and Other Intangible Assets.
  (g)
    Impairment
    of Long-Lived Assets, Excluding Goodwill and Radio Broadcasting
    Licenses  Accounting for
    the Impairment or Disposal of Long-Lived Assets.
 F-8




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (h)
    Financial
    Instruments  7 8 3 8
  (i)
    Derivative
    Financial Instruments  Accounting for
    Derivative Instruments and Hedging Activities. Derivative Instruments
  (j)
    Revenue
    Recognition  Revenue Recognition, Revised and
    Updated.
  (k)
    Barter
    Transactions  Financial
    Reporting by Broadcasters Exchanges of Non-Monetary
    Assets AICPA Statement of Position-75-5, Accounting Practices
    in the Broadcasting Industry
 F-9




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (l)
    Network
    Affiliation Agreements  Financial Reporting by
    Broadcasters. Goodwill, Radio Broadcasting Licenses and Other Intangible
    Assets.
  (m)
    Advertising    (n)
    Income
    Taxes  Accounting for Income
    Taxes.
  (o)
    Stock-Based
    Compensation  Share-Based Payment
  No. 00-15 ,
    Classification in the Statement of Cash Flows of the
    Income Tax Benefit Received by a Company upon Exercise of a
    Nonqualified Employee Stock Option. No. 00-15, Statement of Cash
    Flows,
  Accounting for Stock Issued to
 F-10




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Year Ended December 31,2005


2004As Reported


Adjustments


As Restated


As Reported


Adjustments


As Restated(In thousands, except share data)Net income applicable to common
    stockholders, as reported:

$
47,769


$
(1,895
)

$
45,874


$
41,462


$
(2,117
)

$
39,345Add: stock-based employee
    compensation expense included in net income


101



754



855







2,055



2,055Less: total stock-based employee
    compensation expense determined under fair value-based method
    for all awards


11,396



282



11,678



7,455



806



8,261Pro forma net income applicable to
    common stockholders

$
36,474


$
(1,423
)

$
35,051


$
34,007


$
(868
)

$
33,139As reported net income per
    share  basic

$
0.46


$
(0.02
)

$
0.44


$
0.40


$
(0.02
)

$
0.37As reported net income per
    share  diluted


0.46



(0.02
)


0.44



0.39



(0.02
)


0.37Pro forma net income per
    share  basic


0.35



(0.01
)


0.34



0.32



(0.01
)


0.31Pro forma net income per
    share  diluted


0.35



(0.01
)


0.34



0.32



(0.01
)


0.31   Stockholders
    Equity.
  (p)
    Comprehensive
    (Loss) Income   F-11




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006


2005


2004As Restated


As Restated(In thousands)Net (loss) income

$
(6,730
)

$
48,635


$
59,485Other comprehensive income (net of
    tax of $186, $715, and $1,536 and, respectively):Derivative and hedging activities


9



1,109



2,454Comprehensive (loss) income

$
(6,721
)

$
49,744


$
61,939   (q)
    Segment
    Reporting    (r)
    Earnings
    (Loss) Per Share    (s)
    Discontinued
    Operations and Assets Held for Sale      (t)
    Impact
    of Recently Issued Accounting Pronouncements  Considering the Effects of Prior Year Misstatements
    when Quantifying Misstatements in Current Year Financial
    Statement..
 F-12




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value Measurements.
  Accounting for Uncertainty in Income Taxes 
    Interpretation of SFAS No. 109.
  2.
    RESTATEMENT
    OF CONSOLIDATED FINANCIAL STATEMENTS:    Audit
    committee review
   F-13




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for
    Stock Issued to Employees.
  Stock
    options grant summary
    Number ofDate of Grant

Options Granted


Grant Recipient(s)May 17, 2005


1,285,000


Eligible employees, non-employee
    board members, contractorAugust 10, 2004


1,500,000


Executive officerJune 1, 2004


25,000


Non-employee board membersDecember 19, 2003


1,371,750


Eligible employees, executive
    officersAugust 11, 2003


50,000


Non-employee board membersDecember 31, 2002


1,025,750


Eligible employeesDecember 7, 2001


896,050


Eligible employeesAugust 24, 2001


20,000


Non-employee board membersApril 3, 2001(1)


1,300,000


Executive officers, non-employee
    board membersOctober 20, 2000


545,334


Eligible employeesMay 5, 1999(2)


608,994


Eligible employees, executive
    officerVarious


824,967


Individual employeesTotal


9,452,845     (1)
    
    None of the options awarded for
    this grant has been exercised, and all remaining non-forfeited
    options were cancelled in May 2007.(2)
    
    The post-stock split amount of
    options awarded for this grant is 608,994. The pre-stock split
    amount of options originally awarded is 207,208.  Adjustments
    to measurement dates
   F-14




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No contemporaneous documentation of
    approval.
  Selection of grant date prior to approval.
  Lack of finality of recipient list on company-wide
    grants. e-mail,
  Improper measurement date selection. e-mail.
  Incorrect measurement dates for new hire and other
    grants.
 F-15




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Additional Pre-TaxStock-BasedCompensationDate of Grant

Expense


Reason for Measurement Date Changes(In thousands)May 17, 2005

$
3


No contemporaneous documentation
    of approval, lack of finality of recipient list on company-wide
    grants, improper measurement date selectionJune 1, 2004





No contemporaneous documentation
    of approvalDecember 19, 2003


70


No contemporaneous documentation
    of approval, improper measurement date selectionAugust 11, 2003


10


No contemporaneous documentation
    of approvalDecember 31, 2002


218


No contemporaneous documentation
    of approval, improper measurement date selectionDecember 7, 2001


320


Selection of grant date prior to
    approval, improper measurement date selectionApril 3, 2001(1)


7,779


Selection of grant date prior to
    approvalOctober 20, 2000


818


Lack of finality of recipient list
    on company-wide grants, improper measurement date selectionMay 5, 1999


32


Improper measurement date selectionNew Hire and Other Grants


11


Incorrect measurement dates for
    new hire and other grantsTotal

$
9,261     (1)
    
    None of the options awarded for
    this grant has been exercised, and all remaining non-forfeited
    options were cancelled in May 2007.  Accounting
    impact
   F-16




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     AdditionalStock-Based





Income TaxCompensation


Pre-Tax


Provision


After-TaxYear Ended December 31

Expense


Adjustments


(Benefit)


Expense1999

$
10


$



$
(4
)

$
62000


54







(21
)


332001


1,780



41



(552
)


1,2692002


2,212



175



222



2,6092003


2,220



157



(229
)


2,148Cumulative Total

$
6,276


$
373


$
(584
)

$
6,0652004


2,199



86



(168
)


2,1172005


786



48



(38
)


796Total

$
9,261


$
507


$
(790
)

$
8,978   Taxes
  Accounting Impact
  Other
    restatement item
  Form 10-K
 F-17




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Financial
    Statements
    December 31, 2005As Reported


Adjustments


As RestatedASSETSCURRENT ASSETS:Cash and cash equivalents

$
19,081


$



$
19,081Trade accounts receivable, net of
    allowance for doubtful accounts of $3,373


62,723







62,723Prepaid expenses and other current
    assets


5,220







5,220Income tax receivable


3,935







3,935Deferred income tax asset


1,906







1,906Current assets from discontinued
    operations


705







705Total current assets


93,570







93,570PROPERTY AND EQUIPMENT, net


48,317







48,317GOODWILL


162,588







162,588RADIO BROADCASTING LICENSES


1,788,643







1,788,643OTHER INTANGIBLE ASSETS, net


53,644







53,644INVESTMENT IN AFFILIATED COMPANY


37,362







37,362OTHER ASSETS


6,527







6,527NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS


10,729







10,729Total assets

$
2,201,380


$



$
2,201,380LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
3,113


$



$
3,113Accrued interest


19,308







19,308Accrued compensation and related
    benefits


20,756







20,756Income taxes payable


3,805







3,805Other current liabilities


8,616



507



9,123Current portion of long-term debt


8







8Current liabilities from
    discontinued operations


235







235Total current liabilities


55,841



507



56,348LONG-TERM DEBT, net of current
    portion


952,512







952,512OTHER LONG-TERM LIABILITIES


6,316







6,316DEFERRED INCOME TAX LIABILITY


161,923



344



162,267NON-CURRENT LIABILITIES FROM
    DISCONTINUED OPERATIONS


1,391







1,391Total liabilities


1,177,983



851



1,178,834MINORITY INTEREST IN SUBSIDIARIES


2,856







2,856STOCKHOLDERS EQUITY:Common stock


99







99Accumulated comprehensive income
    adjustments


958







958Stock subscriptions receivable


(1,566
)






(1,566
)Additional paid-in capital


1,026,429



9,226



1,035,655Accumulated deficit


(5,379
)


(10,077
)


(15,456
)Total stockholders equity


1,020,541



(851
)


1,019,690Total liabilities and
    stockholders equity

$
2,201,380


$



$
2,201,380  F-18




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2005


Year Ended December 31, 2004As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedNET BROADCAST REVENUE

$
368,658


$



$
368,658


$
317,231


$



$
317,231OPERATING EXPENSES:Programming and technical


69,603



7



69,610



52,786



21



52,807Selling, general and administrative


115,177



44



115,221



89,172



127



89,299Corporate selling, general and
    administrative


24,287



783



25,070



16,659



2,137



18,796Depreciation and amortization


16,251







16,251



16,681







16,681Total operating expenses


225,318



834



226,152



175,298



2,285



177,583Operating income


143,340



(834
)


142,506



141,933



(2,285
)


139,648INTEREST INCOME


1,428







1,428



2,524







2,524INTEREST EXPENSE


63,010







63,010



39,611







39,611EQUITY IN LOSS OF AFFILIATED COMPANY


1,846







1,846



3,905







3,905OTHER INCOME (EXPENSE), net


(83
)






(83
)


50







50Income before provision for income
    taxes, minority interest in income of subsidiaries and loss from
    discontinued operations


79,829



(834
)


78,995



100,991



(2,285
)


98,706PROVISION FOR INCOME TAXES


27,177



1,061



28,238



38,976



(168
)


38,808MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


1,868







1,868











Net income from continuing
    operations


50,784



(1,895
)


48,889



62,015



(2,117
)


59,898LOSS FROM DISCONTINUED OPERATIONS,
    net of tax


254







254



413







413Net income


50,530



(1,895
)


48,635



61,602



(2,117
)


59,485PREFERRED STOCK DIVIDENDS


2,761







2,761



20,140







20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
47,769


$
(1,895
)

$
45,874


$
41,462


$
(2,117
)

$
39,345BASIC NET INCOME PER COMMON SHARE

$
0.46


$
(0.02
)

$
0.44


$
0.40


$
(0.02
)

$
0.37DILUTED NET INCOME PER COMMON SHARE

$
0.46


$
(0.02
)

$
0.44


$
0.39


$
(0.02
)

$
0.37WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


103,749,798







103,749,798



104,953,192







104,953,192Diluted


103,893,782







103,893,782



105,429,038







105,429,038  F-19




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2005


Year Ended December 31, 2004As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedCASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
50,530


$
(1,895
)

$
48,635


$
61,602


$
(2,117
)

$
59,485Adjustments to reconcile net (loss)
    income to net cash flows from operating activities:Depreciation and amortization


16,251







16,251



16,681







16,681Amortization of production content


3,690







3,690











Write-down of investment


754







754











Amortization of debt financing costs


4,171







4,171



1,702







1,702Deferred income taxes


24,454



1,061



25,515



38,147



(168
)


37,979Equity in loss of affiliated company


1,846







1,846



3,905







3,905Minority interest in income of
    subsidiaries


1,868







1,868











Stock-based and other non-cash
    compensation


1,758



786



2,544



2,413



2,199



4,612Contract termination fee


5,271







5,271











Amortization of contract inducement
    and termination fee


(722
)






(722
)










Effect of change in operating
    assets and liabilities, net of effects of acquisitions and
    dispositions:Trade accounts receivable


36







36



(134
)






(134
)Prepaid expenses and other assets


(6,441
)






(6,441
)


(1,408
)






(1,408
)Income tax receivable


(285
)






(285
)










Accounts payable


(5,973
)






(5,973
)


1,632







1,632Accrued interest


5,087







5,087



67







67Accrued compensation and related
    benefits


(1,036
)


270



(766
)


649



197



846Income taxes payable


288







288



250







250Other liabilities


570



(222
)


348



(2,841
)


(111
)


(2,952
)Net cash used in operating
    activities from discontinued operations


(490
)






(490
)


1,051







1,051Net cash flows from operating
    activities


101,627







101,627



123,716







123,716CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of property and equipment


(13,816
)






(13,816
)


(12,786
)






(12,786
)Equity investments


(271
)






(271
)


(18,890
)






(18,890
)Acquisition of station and
    broadcasting assets, net of cash acquired


(21,320
)






(21,320
)


(152,682
)






(152,682
)Purchase of other intangible assets


(977
)






(977
)


(1,647
)






(1,647
)Sale of short-term investments


10,000







10,000



30,700







30,700Net cash used in investing
    activities from discontinued operations


(1,917
)






(1,917
)


(190
)






(190
)Net cash flows used in investing
    activities


(28,301
)






(28,301
)


(155,495
)






(155,495
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facility


587,500







587,500



75,000







75,000Repayment of long-term debt


(455,007
)






(455,007
)


(52,506
)






(52,506
) F-20




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2005


Year Ended December 31, 2004As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedProceeds from exercise of stock
    options


1,003







1,003



1,721







1,721Change in interest due on stock
    subscriptions receivable


(482
)






(482
)


286







286Payment of preferred stock dividends


(6,959
)






(6,959
)


(20,140
)






(20,140
)Proceeds from debt issuances, net
    of offering costs


195,315







195,315











Redemption of convertible preferred
    stock


(309,820
)






(309,820
)










Repayment of officer loan for stock
    subscription


5,644







5,644











Payment of bank financing costs


(4,172
)






(4,172
)


(201
)






(201
)Repurchase of common stock


(77,658
)






(77,658
)










Net cash flows from financing
    activities


(64,636
)






(64,636
)


4,160







4,160INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


8,690







8,690



(27,619
)






(27,619
)CASH AND CASH EQUIVALENTS,
    beginning of year


10,391







10,391



38,010







38,010CASH AND CASH EQUIVALENTS, end of
    year

$
19,081


$



$
19,081


$
10,391






$
10,391   3.
    ACQUISITIONS:    WIFE-FM, WMOJ-FM, WIFE-FMs WMOJ-FM.
  WHHL-FM WRDA-FM),
 F-21




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   www.BlackAmericaWeb.com African-American
  WPZS-FM WABZ-FM), WPZS-FM
  WAMJ-FM, WAMJ-FM
  WPPZ-FM WSNJ-FM), WRNB-FM
  4.
    DISCONTINUED
    OPERATIONS:  WILD-FM WILD-FM
 F-22




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   WILD-FM
  December 31,2006


2005


2004(In thousands)Net broadcast revenue

$
1,488


$
2,477


$
2,530Station operating expenses


1,566



2,566



2,915Depreciation


445



339



253Gain on sale of assets


18,628







Income (loss) before income taxes


18,105



(429
)


(672
)Provision (benefit) for income
    taxes


6,993



(175
)


(259
)Income (loss) from discontinued
    operations

$
11,112


$
(254
)

$
(413
)   WILD-FM
  December 31,2006


2005(In thousands)Current assets:Trade accounts receivable, net of
    allowance

$
71


$
374Prepaid expenses and other current
    assets


225



317Deferred income tax assets






14Total current assets


296



705Property and equipment, net


428



2,124Goodwill and radio broadcasting
    licenses






8,605Total assets

$
724


$
11,434Current liabilities:Other current liabilities

$
425


$
235Total current liabilities


425



235Deferred income tax liability






1,391Total liabilities

$
425


$
1,626   WILD-FM.
 F-23




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    PROPERTY
    AND EQUIPMENT:    December 31,


Estimated2006


2005


Useful Lives(In thousands)PROPERTY AND EQUIPMENT:Land and improvements

$
4,552


$
4,388



Building and improvements


2,765



2,462



31 yearsTransmitters and towers


33,543



27,566



7-15 yearsEquipment


57,138



49,450



3-7 yearsLeasehold improvements


17,223



15,459



Lease TermConstruction-in-progress


1,692



1,378116,913



100,703Less: Accumulated depreciation


(62,968
)


(52,386
)Property and equipment, net

$
53,945


$
48,317       6.
    GOODWILL,
    RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE
    ASSETS:     F-24




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,2006


2005(In thousands)Balance as of January 1

$
162,588


$
116,785Acquisitions


312



30,029Impairment


(7,598
)


Purchase price allocation
    adjustment (see Note 3)


2,493



15,774Balance as of December 31

$
157,795


$
162,588     December 31,


Period of2006


2005


Amortization(In thousands)Trade names

$
26,565


$
26,333



2-5 YearsTalent agreement


19,549



24,788



10 YearsDebt financing costs


17,771



17,224



Term of debtIntellectual property


14,167



9,692



4-10 YearsAffiliate agreements


7,768



5,959



1-10 YearsFavorable transmitter site and
    other intangibles


5,675



5,272



6-60 Years91,495



89,268Less: Accumulated amortization


(42,344
)


(35,624
)Other intangible assets, net

$
49,151


$
53,644     (In thousands)2007

$
4,7512008


4,2392009


4,1392010


4,0592011


4,056     7.
    INVESTMENT
    IN AFFILIATED COMPANY:  African-American
 F-25




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Sales of Stock by a Subsidiary.
    No. 00-8, Accounting by a Grantee for an Equity Instrument to Be
    Received in Conjunction with Providing Goods or Services.
  8.
    OTHER
    CURRENT LIABILITIES:    December 31,2006


2005As Restated(In thousands)Deferred revenue

$
3,142


$
3,526Deferred barter revenue


2,962



Deferred contract termination
    credits


2,168



2,168Deferred rent


889



1,171Accrued national representative
    fees


823



958Accrued miscellaneous taxes


290



504Other


3,468



796Other current liabilities

$
13,742


$
9,123  F-26




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    DERIVATIVE
    INSTRUMENTS:  mark-to-market
    Agreement

Notional Amount


Expiration


Fixed RateNo. 1

$
25.0 million



June 16, 2007



4.08
%No. 2


25.0 million



June 16, 2008



4.13No. 3


25.0 million



June 16, 2010



4.27No. 4


25.0 million



June 16, 2012



4.47          F-27




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    LONG-TERM
    DEBT:    December 31,2006


2005(In thousands)87/8% senior
    subordinated notes

$
300,000


$
300,00063/8% senior
    subordinated notes


200,000



200,000Credit facilities


437,500



452,500Capital lease obligations


27



20Total long-term debt


937,527



952,520Less: current portion


(7,513
)


(8
)Long-term debt, net of current
    portion

$
930,014


$
952,512   Senior
    Subordinated Notes
  3 8 1 2 3 8
  Credit
    Facilities
  Form 10-K Form 10-Q
 F-28




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           SeniorSubordinated


Credit


CapitalNotes


Facilities


Leases(In thousands)2007

$



$
7,500


$
132008






37,500



142009






67,500



2010






75,000



2011


300,000



75,000



2012 and thereafter


200,000



175,000



Total long-term debt

$
500,000


$
437,500


$
27   11.
    INCOME
    TAXES:       F-29




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Year Ended December 31,2006


2005


2004(As Restated)


(As Restated)(In thousands)Statutory tax (@ 35% rate)

$
(5,097
)

$
27,648


$
34,547Effect of state taxes, net of
    federal


(395
)


2,942



4,304Effect of state rate and tax law
    changes


495



(4,836
)


Permanent items, excluding
    impairment of intangibles and SFAS No. 123(R)


978



1,159



890Effect of equity adjustments
    including SFAS No. 123(R)


669



277



676Valuation allowance


1,396



791



Effect of permanent impairment of
    intangibles


2,241







Other


(13
)


257



(1,609
)Provision for income taxes

$
274


$
28,238


$
38,808     Year Ended December 31,2006


2005


2004(As Restated)


(As Restated)(In thousands)Federal:Current

$
4,373


$
697


$
Deferred


(5,625
)


29,365



32,147State:Current


828



1,851



570Deferred


698



(3,675
)


6,091Provision for income taxes

$
274


$
28,238


$
38,808  F-30




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2006


2005


2004(In thousands)CurrentFederal

$



$



$
State










Total Current

$



$



$
DeferredFederal


6,017



(159
)


(259
)State


976



(16
)


Total Deferred

$
6,993


$
(175
)

$
(259
)  F-31




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005(As Restated)(In thousands)Deferred tax assets:Allowance for doubtful accounts

$
1,523


$
1,309Accruals


1,624



1,357Other


4



84Total current tax assets before
    valuation allowance


3,151



2,750Valuation allowance


(48
)


(18
)Total current tax assets, net


3,103



2,732Stock-based compensation


1,857



959Other accruals


938



820Net operating loss carryforwards


117,886



92,788Other


1,255



1,216Total noncurrent deferred tax
    assets before valuation allowance


121,936



95,783Valuation allowance


(2,200
)


(773
)Net noncurrent deferred tax assets


119,736



95,010Total deferred tax assets

$
122,839


$
97,742Deferred tax liabilities:Prepaid expenses


(145
)


(426
)Television production costs


(57
)


(400
)Other


(45
)


Total current deferred tax
    liabilities


(247
)


(826
)Intangible assets


(271,174
)


(248,443
)Depreciation


(1,304
)


154Interest expense


(795
)


(563
)Partnership interests


(11,612
)


(7,121
)Other


(467
)


(1,304
)Total noncurrent deferred tax
    liabilities


(285,352
)


(257,277
)Total deferred tax liabilities


(285,599
)


(258,103
)Net deferred tax liabilities

$
(162,760
)

$
(160,361
)    F-32




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    STOCKHOLDERS
    EQUITY:  Stock
    Repurchase Program
      Redemption
    of Convertible Preferred Stock
  3 8
  Stock-based
    Compensation
  Share  Based
    Payment Accounting for Stock-based Compensation Accounting for
    Stock-Based Compensation-Transition and Disclosure.
   F-33




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                2006

2005

2004Average risk-free interest rate

4.97%

4.33%

3.65%Expected dividend yield

0.00%

0.00%

0.00%Expected lives

7.7 years

5.0 years

5.0 yearsExpected volatility

40%

60%

65%   Organization and Summary of
    Significant Accounting Policies of the Consolidated Financial
    Statements
  Stock
    Option and Restricted Stock Grant Plan
   F-34




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Number of





Weighted-Shares to


Weighted-


Averagebe Issued Upon


Average


Remaining


AggregateExercise of


Exercise


Contractual Term


IntrinsicOptions


Price


(In Years)


ValueOutstanding at December 31,
    2003


5,074,000


$
15.43Grants


1,633,000



14.84Exercised


(109,000
)


11.03Forfeited/cancelled/expired


(367,000
)


16.66Outstanding at December 31,
    2004


6,231,000



15.46







Grants


1,503,000



12.78Exercised


(132,000
)


8.25Forfeited/cancelled/expired


(533,000
)


18.18Outstanding at December 31,
    2005


7,069,000



14.55







Grants


62,000



8.36Exercised


(6,900
)


7.50Forfeited/cancelled/expired


(1,248,000
)


14.97Outstanding at December 31,
    2006


5,876,100



14.49



6.47



Vested and expected to vest at
    December 31, 2006


5,482,000



14.49



6.47



Exercisable at December 31,
    2006


4,725,000



14.81



6.11



      F-35




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     AverageFair Value atShares


Grant DateOutstanding at December 31,
    2003





$
Grants


131,000



19.56Vested


(60,000
)


19.49Forfeited/cancelled/expired






Unvested at December 31, 2004


71,000



19.62Grants






Vested


(38,000
)


19.54Forfeited/cancelled/expired






Unvested at December 31, 2005


33,000



19.71Grants






Vested


(16,500
)


19.71Forfeited/cancelled/expired






Unvested at December 31, 2006


16,500



19.71     13.
    RELATED
    PARTY TRANSACTIONS:       F-36




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        WDBZ-AM, WDBZ-AM
  WDMK-FM. WDMK-FM
  WAMJ-FM, WAMJ-FM
     F-37




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14.
    PROFIT
    SHARING AND EMPLOYEE SAVINGS PLAN:    15.
    COMMITMENTS
    AND CONTINGENCIES:  Radio
    Broadcasting Licenses
    TV One
    Cable Network
    Royalty
    Agreements
    Leases
    and Other Operating Contracts and Agreements
      F-38




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Capital


Operating


Other OperatingLease


Lease


Contracts andPayments


Payments


Agreements(In thousands)Year ending December 31:2007

$
17


$
8,095


$
34,3672008


14



7,713



23,8292009






6,562



19,4302010






5,669



18,6162011






4,931



11,031Thereafter






12,281



33,300Total

$
31


$
45,251


$
140,573Less amount representing interest


4Present value of net minimum lease
    payments


27Less current maturities


13Long-term obligations, less
    interest

$
14     Other
    Contingencies
    16.
    CONTRACT
    TERMINATION:   F-39




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    QUARTERLY
    FINANCIAL DATA (UNAUDITED):  Quarters EndedMarch 31


June 30


September 30


December 31(1)(In thousands, except share data)2006:Net broadcast revenue

$
81,563


$
97,231


$
99,058


$
89,165Operating income


22,668



34,848



35,921



29,442Net income (loss)


2,593



8,104



8,034



(25,461
)Net income (loss) per
    share  basic and diluted


0.03



0.08



0.08



(0.26
)Weighted average shares
    outstanding  basic


98,704,884



98,710,633



98,710,633



98,710,633Weighted average shares
    outstanding  diluted


98,743,376



98,710,633



98,710,633



98,710,633     (1)
    
    The net loss applicable to common stockholders for the quarter
    ended December 31, 2006 includes approximately
    $63.3 million of pre-tax impairment of long-lived assets
    expense, offset partially by approximately $11.1 million of
    income from discontinued operations, net of tax, related to the
    sale of WILD-FM in Boston. Additionally, the net of tax impact
    of the stock-based compensation adjustment in 2006, which
    amounted to $246,000, was recorded by the Company in its fourth
    quarter of 2006 due to the immateriality of the expense to each
    period within 2006. F-40




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Quarter Ended March 31, 2005


Quarter Ended June 30, 2005As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedNET BROADCAST REVENUE

$
76,493


$



$
76,493


$
100,865


$



$
100,865OPERATING EXPENSES:Programming and technical


15,477



9



15,486



17,622



1



17,623Selling, general and administrative


23,513



45



23,558



27,940



12



27,952Corporate selling, general and
    administrative


5,295



467



5,762



6,029



673



6,702Depreciation and amortization


3,287



370



3,657



3,122



1,111



4,233Total operating expenses


47,572



891



48,463



54,713



1,797



56,510Operating income


28,921



(891
)


28,030



46,152



(1,797
)


44,355INTEREST INCOME


472







472



271







271INTEREST EXPENSE


12,428







12,428



17,240







17,240EQUITY IN AFFILIATED COMPANY


459







459



304







304OTHER INCOME, net


90







90



33







33Income before provision for income
    taxes, minority interest in income of subsidiaries and loss from
    discontinued operations


16,596



(891
)


15,705



28,912



(1,797
)


27,115PROVISION FOR INCOME TAXES


6,665



(158
)


6,507



8,535



(621
)


7,914MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


107







107



518







518Net income from continuing
    operations


9,824



(733
)


9,091



19,859



(1,176
)


18,683LOSS FROM DISCONTINUED OPERATIONS,
    net of tax


137







137



15







15Net income


9,687



(733
)


8,954



19,844



(1,176
)


18,668PREFERRED STOCK DIVIDENDS


2,761







2,761











NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
6,926


$
(733
)

$
6,193


$
19,844


$
(1,176
)

$
18,668BASIC NET INCOME PER COMMON SHARE

$
0.07


$
(0.01
)

$
0.06


$
0.19


$
(0.01
)

$
0.18DILUTED NET INCOME PER COMMON SHARE

$
0.07


$
(0.01
)

$
0.06


$
0.19


$
(0.01
)

$
0.18WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


105,390,512







105,390,512



105,567,725







105,567,725Diluted


105,630,988







105,630,988



105,732,976







105,732,976   F-41




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarter Ended September 30, 2005


Quarter Ended December 31, 2005As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedNET BROADCAST REVENUE

$
100,748


$



$
100,748


$
90,552


$



$
90,552OPERATING EXPENSES:Programming and technical


16,949



(1
)


16,948



19,555



(2
)


19,553Selling, general and administrative


36,451



(6
)


36,445



27,272



(6
)


27,266Corporate selling, general and
    administrative


6,162



37



6,199



6,802



(395
)


6,407Depreciation and amortization


3,064



1,111



4,175



6,778



(2,592
)


4,186Total operating expenses


62,626



1,141



63,767



60,407



(2,995
)


57,412Operating income


38,122



(1,141
)


36,981



30,145



2,995



33,140INTEREST INCOME


162







162



523







523INTEREST EXPENSE


16,431







16,431



16,911







16,911EQUITY IN AFFILIATED COMPANY


442







442



641







641OTHER INCOME (EXPENSE), net














(206
)






(206
)Income before provision for income
    taxes, minority interest in income of subsidiaries and loss from
    discontinued operations


21,411



(1,141
)


20,270



12,910



2,995



15,905PROVISION FOR INCOME TAXES


8,789



(406
)


8,383



3,188



2,246



5,434MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


1,089







1,089



154







154Net income from continuing
    operations


11,533



(735
)


10,798



9,568



749



10,317LOSS FROM DISCONTINUED OPERATIONS,
    net of tax


67







67



35







35Net income


11,466



(735
)


10,731



9,533



749



10,282PREFERRED STOCK DIVIDENDS






















NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
11,466


$
(735
)

$
10,731


$
9,533


$
749


$
10,282BASIC NET INCOME PER COMMON SHARE

$
0.11


$
(0.01
)

$
0.10


$
0.09


$
0.01


$
0.10DILUTED NET INCOME PER COMMON SHARE

$
0.11


$
(0.01
)

$
0.10


$
0.09


$
0.01


$
0.10WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


103,709,135







103,709,135



100,387,432







100,387,432Diluted


103,902,536







103,902,536



100,478,999







100,478,999   F-42




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As of March 31, 2005


As of June 30, 2005As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedASSETSCURRENT ASSETS:Cash and cash equivalents

$
11,872


$



$
11,872


$
16,135


$



$
16,135Short-term investments


3,000







3,000



3,000







3,000Trade accounts receivable, net of
    allowance for doubtful accounts of $3,221 and $2,890,
    respectively


54,833







54,833



71,575







71,575Prepaid expenses and other current
    assets


4,243







4,243



4,499



(475
)


4,024Income tax receivable


3,650







3,650



3,650







3,650Deferred income tax asset


4,267







4,267



4,297







4,297Current assets from discontinued
    operations


705







705



705







705Total current assets


82,570







82,570



103,861



(475
)


103,386PROPERTY AND EQUIPMENT, net


43,246



(8
)


43,238



46,030



(32
)


45,998GOODWILL


116,941







116,941



132,097







132,097RADIO BROADCASTING LICENSES


1,792,505







1,792,505



1,789,639







1,789,639OTHER INTANGIBLE ASSETS, net


73,169



(362
)


72,807



74,847



(1,450
)


73,397INVESTMENT IN AFFILIATED COMPANY


37,061







37,061



37,641







37,641OTHER ASSETS


3,932







3,932



4,173







4,173NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS


10,729







10,729



10,729







10,729Total assets

$
2,160,153


$
(370
)

$
2,159,783


$
2,199,017


$
(1,957
)

$
2,197,060LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
5,710


$



$
5,710


$
5,576


$



$
5,576Accrued interest


9,101







9,101



19,427







19,427Accrued compensation and related
    benefits


16,645







16,645



18,859







18,859Income taxes payable


2,399







2,399



3,840







3,840Other current liabilities


8,247



471



8,718



8,143



483



8,626Current portion of long-term debt


74,382







74,382



7







7Current liabilities from
    discontinued operations


237







237



237







237Total current liabilities


116,721



471



117,192



56,089



483



56,572LONG-TERM DEBT, net of current
    portion


863,143







863,143



937,516







937,516OTHER LONG-TERM LIABILITIES


508







508



1,507







1,507DEFERRED INCOME TAX LIABILITY


119,774



(909
)


118,865



138,907



(1,530
)


137,377NON-CURRENT LIABILITIES FROM
    DISCONTINUED OPERATIONS


1,390







1,390



1,390







1,390Total liabilities


1,101,536



(438
)


1,101,098



1,135,409



(1,047
)


1,134,362MINORITY INTEREST IN SUBSIDIARIES


982







982



1,522







1,522STOCKHOLDERS EQUITY:Common stock

$
106


$



$
106


$
106


$



$
106Accumulated comprehensive income
    adjustments


603







603



(588
)






(588
)Stock subscriptions receivable


(11,259
)






(11,259
)


(26,222
)






(26,222
)Additional paid-in capital


1,114,323



8,981



1,123,304



1,115,083



9,181



1,124,264Accumulated deficit


(46,138
)


(8,913
)


(55,051
)


(26,293
)


(10,091
)


(36,384
)Total stockholders equity


1,057,635



68



1,057,703



1,062,086



(910
)


1,061,176Total liabilities and
    stockholders equity

$
2,160,153


$
(370
)

$
2,159,783


$
2,199,017


$
(1,957
)

$
2,197,060  F-43




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As of September 30, 2005


As of December 31, 2005As Reported


Adjustments


As Restated


As Reported


Adjustments


As RestatedASSETSCURRENT ASSETS:Cash and cash equivalents

$
24,627


$



$
24,627


$
19,081


$



$
19,081Trade accounts receivable, net of
    allowance for doubtful accounts of $3,294 and $3,373,
    respectively


68,935







68,935



62,723







62,723Prepaid expenses and other current
    assets


6,048



(450
)


5,598



5,220







5,220Income tax receivable


3,650







3,650



3,935







3,935Deferred income tax asset


3,790







3,790



1,906







1,906Current assets from discontinued
    operations


705







705



705







705Total current assets


107,755



(450
)


107,305



93,570







93,570PROPERTY AND EQUIPMENT, net


47,748



(55
)


47,693



48,317







48,317GOODWILL


190,731







190,731



162,588







162,588RADIO BROADCASTING LICENSES


1,788,641







1,788,641



1,788,643







1,788,643OTHER INTANGIBLE ASSETS, net


17,680



(2,537
)


15,143



53,644







53,644INVESTMENT IN AFFILIATED COMPANY


37,629







37,629



37,362







37,362OTHER ASSETS


6,446







6,446



6,527







6,527NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS


10,729







10,729



10,729







10,729Total assets

$
2,207,359


$
(3,042
)

$
2,204,317


$
2,201,380


$



$
2,201,380LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
4,918


$



$
4,918


$
3,113


$



$
3,113Accrued interest


9,296







9,296



19,308







19,308Accrued compensation and related
    benefits


21,944







21,944



20,756







20,756Income taxes payable


4,081







4,081



3,805







3,805Other current liabilities


8,236



495



8,731



8,616



507



9,123Current portion of long-term debt


7







7



8







8Current liabilities from
    discontinued operations


237







237



235







235Total current liabilities


48,719



495



49,214



55,841



507



56,348LONG-TERM DEBT, net of current
    portion


952,514







952,514



952,512







952,512OTHER LONG-TERM LIABILITIES


6,997







6,997



6,316







6,316DEFERRED INCOME TAX LIABILITY


146,466



(1,935
)


144,531



161,923



344



162,267NON-CURRENT LIABILITIES FROM
    DISCONTINUED OPERATIONS


1,390







1,390



1,391







1,391Total liabilities


1,156,086



(1,440
)


1,154,646



1,177,983



851



1,178,834MINORITY INTEREST IN SUBSIDIARIES


2,637







2,637



2,856







2,856STOCKHOLDERS EQUITY:Common stock

$
106


$



$
106



99







99Accumulated comprehensive income
    adjustments


520







520



958







958Stock subscriptions receivable


(42,770
)






(42,770
)


(1,566
)






(1,566
)Additional paid-in capital


1,105,611



9,224



1,114,835



1,026,429



9,226



1,035,655Accumulated deficit


(14,831
)


(10,826
)


(25,657
)


(5,379
)


(10,077
)


(15,456
)Total stockholders equity


1,048,636



(1,602
)


1,047,034



1,020,541



(851
)


1,019,690Total liabilities and
    stockholders equity

$
2,207,359


$
(3,042
)

$
2,204,317


$
2,201,380


$



$
2,201,380  F-44




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    SUBSEQUENT
    EVENTS:  WDBZ-AM
    Acquisition
  WDBZ-AM,
  WPRS-FM
    Acquisition
  WPRS-FM WXGG-FM),
  Dayton
    and Louisville Stations Disposition
  year-to-to-date
  Minneapolis
    Station Disposition
  year-to-to-date
 F-45




---



##### 



CONSOLIDATING
    FINANCIAL STATEMENTS
  7 8 3 8
   F-46




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    BALANCE SHEET
 As of
    December 31, 2006
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
884


$
31,522


$



$
32,406Trade accounts receivable, net of
    allowance for doubtful accounts


31,447



29,654







61,101Prepaid expenses and other current
    assets


1,734



4,223







5,957Income tax receivable






1,296







1,296Deferred income tax asset


2,282



574







2,856Current assets from discontinued
    operations






296







296Total current assets


36,347



67,565







103,912PROPERTY AND EQUIPMENT, net


31,784



22,161







53,945INTANGIBLE ASSETS, net


1,907,607



70,650







1,978,257INVESTMENT IN SUBSIDIARIES






1,929,896



(1,929,896
)


INVESTMENT IN AFFILIATED COMPANY






51,711







51,711OTHER ASSETS


828



6,129







6,957NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS






428







428Total assets

$
1,976,566


$
2,148,540


$
(1,929,896
)

$
2,195,210LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
2,458


$
7,620


$



$
10,078Accrued interest






19,273







19,273Accrued compensation and related
    benefits


3,247



15,564







18,811Income taxes payable






2,465







2,465Other current liabilities


1,893



11,849







13,742Current portion of long-term debt






7,513







7,513Current liabilities from
    discontinued operations






425







425Total current liabilities


7,598



64,709







72,307LONG-TERM DEBT, net of current
    portion






930,014







930,014OTHER LONG-TERM LIABILITIES


2,186



6,840







9,026DEFERRED INCOME TAX LIABILITY


36,886



128,730







165,616Total liabilities


46,670



1,130,293







1,176,963MINORITY INTEREST IN SUBSIDIARY






(20
)






(20
)STOCKHOLDERS EQUITY:Common stock






99







99Accumulated comprehensive income
    adjustments






967







967Stock subscriptions receivable






(1,642
)






(1,642
)Additional paid-in capital


1,110,005



1,041,029



(1,110,005
)


1,041,029Retained earnings (accumulated
    deficit)


819,891



(22,186
)


(819,891
)


(22,186
)Total stockholders equity


1,929,896



1,018,267



(1,929,896
)


1,018,267Total liabilities and
    stockholders equity

$
1,976,566


$
2,148,540


$
(1,929,896
)

$
2,195,210  F-47




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    BALANCE SHEET
 As of
    December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
794


$
18,287


$



$
19,081Trade accounts receivable, net of
    allowance for doubtful accounts


29,588



33,135







62,723Prepaid expenses and other current
    assets


1,302



3,918







5,220Income tax receivable






3,935







3,935Deferred income tax asset


2,282



(376
)






1,906Current assets from discontinued
    operations






705







705Total current assets


33,966



59,604







93,570PROPERTY AND EQUIPMENT, net


30,319



17,998







48,317INTANGIBLE ASSETS, net


1,927,341



77,534







2,004,875INVESTMENT IN SUBSIDIARIES






1,957,726



(1,957,726
)


INVESTMENT IN AFFILIATED COMPANY






37,362







37,362OTHER ASSETS


673



5,854







6,527NON-CURRENT ASSETS FROM
    DISCONTINUED OPERATIONS


8,605



2,124







10,729Total assets

$
2,000,904


$
2,158,202


$
(1,957,726
)

$
2,201,380LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
899


$
2,214


$



$
3,113Accrued interest






19,308







19,308Accrued compensation and related
    benefits


3,294



17,462







20,756Income taxes payable






3,805







3,805Other current liabilities


2,079



7,044







9,123Current portion of long-term debt


8











8Current liabilities from
    discontinued operations






235







235Total current liabilities


6,280



50,068







56,348LONG-TERM DEBT, net of current
    portion


12



952,500







952,512OTHER LONG-TERM LIABILITIES






6,316







6,316DEFERRED INCOME TAX LIABILITY


36,886



125,381







162,267NON-CURRENT LIABILITIES FROM
    DISCONTINUED OPERATIONS






1,391







1,391Total liabilities


43,178



1,135,656







1,178,834MINORITY INTEREST IN SUBSIDIARY






2,856







2,856STOCKHOLDERS EQUITY:Common stock






99







99Accumulated comprehensive income
    adjustments






958







958Stock subscriptions receivable






(1,566
)






(1,566
)Additional paid-in capital


1,199,056



1,035,655



(1,199,056
)


1,035,655Retained earnings (accumulated
    deficit)


758,670



(15,456
)


(758,670
)


(15,456
)Total stockholders equity


1,957,726



1,019,690



(1,957,726
)


1,019,690Total liabilities and
    stockholders equity

$
2,000,904


$
2,158,202


$
(1,957,726
)

$
2,201,380  F-48




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 For the
    Year Ended December 31, 2006
  CombinedGuarantorSubsidiaries


Radio One, Inc


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)NET BROADCAST REVENUE

$
178,377


$
188,640


$



$
367,017OPERATING EXPENSES:Programming and technical


32,668



47,554







80,222Selling, general and administrative


64,025



55,821







119,846Corporate expenses






28,238







28,238Depreciation and amortization


7,104



8,728







15,832Total operating expenses


103,797



140,341







244,138Operating income


74,580



48,299







122,879INTEREST INCOME


7



1,386







1,393INTEREST EXPENSE


2



72,930







72,932EQUITY IN LOSS OF AFFILIATED
    COMPANY






2,341







2,341IMPAIRMENT OF LONG LIVED ASSETS


13,354



49,931







63,285OTHER EXPENSE, NET


10



268







278Income (loss) before provision for
    income taxes, minority interest in income of subsidiary and
    income from discontinued operations


61,221



(75,785
)






(14,564
)PROVISION FOR INCOME TAXES






274







274MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES






3,004







3,004Net income (loss) before equity in
    income of subsidiaries and income from discontinued operations


61,221



(79,063
)






(17,842
)EQUITY IN NET INCOME OF
    SUBSIDIARIES






61,221



(61,221
)


Net income (loss) from continuing
    operations


61,221



(17,842
)


(61,221
)


(17,842
)Income from discontinued operations






11,112







11,112PREFERRED STOCK DIVIDENDS














NET INCOME (LOSS) APPLICABLE TO
    COMMON STOCKHOLDERS

$
61,221


$
(6,730
)

$
(61,221
)

$
(6,730
)  F-49




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 For the
    Year Ended December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)NET BROADCAST REVENUE

$
180,792


$
187,866


$



$
368,658OPERATING EXPENSES:Programming and technical


29,695



39,915







69,610Selling, general and administrative


62,593



52,628







115,221Corporate expenses


8



25,062







25,070Depreciation and amortization


7,814



8,437







16,251Total operating expenses


100,110



126,042







226,152Operating income


80,682



61,824







142,506INTEREST INCOME






1,428







1,428INTEREST EXPENSE


10



63,000







63,010EQUITY IN LOSS OF AFFILIATED
    COMPANY






1,846







1,846OTHER (INCOME) EXPENSE, NET


(66
)


149







83Income (loss) before provision for
    income taxes and minority interest in income of subsidiaries and
    loss from discontinued operations


80,738



(1,743
)






78,995PROVISION FOR INCOME TAXES






28,238







28,238MINORITY INTEREST IN INCOME OF
    SUBSIDIARY






1,868







1,868Net income (loss) before equity in
    net income of subsidiaries and loss from discontinued operations


80,738



(31,849
)






48,889EQUITY IN NET INCOME OF
    SUBSIDIARIES






80,738



(80,738
)


Net income from continuing
    operations


80,738



48,889



(80,738
)


48,889LOSS FROM DISCONTINUED OPERATIONS,
    NET OF TAX






254







254Net income


80,738



48,635



(80,738
)


48,635PREFERRED STOCK DIVIDENDS






2,761







2,761NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
80,738


$
45,874


$
(80,738
)

$
45,874  F-50




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 For the
    Year Ended December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)NET BROADCAST REVENUE

$
163,674


$
153,557


$



$
317,231OPERATING EXPENSES:Programming and technical


26,840



25,967







52,807Selling, general and administrative


52,650



36,649







89,299Corporate expenses






18,796







18,796Depreciation and amortization


11,163



5,518







16,681Total operating expenses


90,653



86,930







177,583Operating income


73,021



66,627







139,648INTEREST INCOME


12



2,512







2,524INTEREST EXPENSE


120



39,491







39,611EQUITY IN LOSS OF AFFILIATED
    COMPANY






3,905







3,905OTHER EXPENSE (INCOME), NET


420



(470
)






(50
)Income before provision for income
    taxes, minority interest in income of subsidiaries and loss from
    discontinued operations


72,493



26,213







98,706PROVISION FOR INCOME TAXES






38,808







38,808Net income (loss) before equity
    income of subsidiaries and loss from discontinued operations


72,493



(12,595
)






59,898EQUITY IN NET INCOME OF
    SUBSIDIARIES






72,493



(72,493
)


Net income from continuing
    operations


72,493



59,898



(72,493
)


59,898Loss from discontinued operations






413







413Net income


72,493



59,485



(72,493
)


59,485PREFERRED STOCK DIVIDENDS






20,140







20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
72,493


$
39,345


$
(72,493
)

$
39,345  F-51




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENT OF CASH FLOWS
 For the
    Year Ended December 31, 2006
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income (loss)

$
61,221


$
(6,730
)

$
(61,221
)

$
(6,730
)Adjustments to reconcile net
    income to net cash flows from operating activities:Depreciation and amortization


7,104



8,728







15,832Amortization of debt financing
    costs






2,097







2,097Deferred income taxes






2,066







2,066Amortization of production content






2,277







2,277Loss on write-down of investment






270







270Long-term asset impairment


63,285











63,285Gain on disposition of assets






(18,628
)






(18,628
)Equity in loss of affiliated
    company






2,341







2,341Minority interest in income of
    subsidiary






3,004







3,004Non-cash compensation


2,476



4,291







6,767Contract termination costs, net of
    amortization


(1,068
)


(1,091
)






(2,159
)Effect of change in operating
    assets and liabilities, net of assets acquired:Trade accounts receivable, net


(1,859
)


4,521







2,662Income tax receivable






2,639







2,639Due to corporate/from subsidiaries


(88,982
)


88,982







Prepaid expenses and other assets


214



1,981







2,195Accounts payable


1,560



1,058







2,618Accrued interest






(35
)






(35
)Accrued compensation and related
    benefits


(47
)


(3,227
)






(3,274
)Income taxes payable






(1,340
)






(1,340
)Other liabilities


(830
)


4,342







3,512Net cash provided (used) in
    operating activities from discontinued operations


8,605



(10,468
)






(1,863
)Net cash flows from operating
    activities


51,679



87,078



(61,221
)


77,536  F-52




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENT OF CASH FLOWS
 For the
    Year Ended December 31, 2006
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)CASH FLOWS USED IN INVESTING
    ACTIVITIES:Purchase of property and equipment

$
(6,421
)

$
(7,870
)

$



$
(14,291
)Acquisition of station and
    broadcasting assets, net of cash acquired


(44,063
)


875







(43,188
)Equity investments






(17,086
)






(17,086
)Proceeds from sale of assets






30,000







30,000Investment in subsidiaries






(61,221
)


61,221



Purchase of other intangible assets


(1,085
)


(44
)






(1,129
)Net cash used in operating
    activities from discontinued operations






(533
)






(533
)Net cash flows used in investing
    activities


(51,569
)


(55,879
)


61,221



(46,227
)CASH FLOWS USED IN FINANCING
    ACTIVITIES:Repayment of debt


(20
)


(48,000
)






(48,020
)Proceeds from credit facility






33,000







33,000Payment to minority interest
    shareholders






(2,940
)






(2,940
)Proceeds from exercise of stock
    options






52







52Change in interest due on stock
    subscription receivable






(76
)






(76
)Net cash flows used in financing
    activities


(20
)


(17,964
)






(17,984
)INCREASE IN CASH AND CASH
    EQUIVALENTS


90



13,235







13,325CASH AND CASH EQUIVALENTS,
    beginning of year


794



18,287







19,081CASH AND CASH EQUIVALENTS, end of
    year

$
884


$
31,522


$



$
32,406  F-53




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENT OF CASH FLOWS
 For the
    Year Ended December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
80,738


$
48,635


$
(80,738
)

$
48,635Adjustments to reconcile net
    income to net cash flows from operating activities:Depreciation and amortization


7,814



8,437







16,251Amortization of debt financing
    costs






4,171







4,171Amortization of production contents






3,690







3,690Deferred income taxes


13,151



12,364







25,515Loss on write-down of investment






754







754Equity in loss of affiliated
    company






1,846







1,846Minority interest in income of
    subsidiary






1,868







1,868Stock-based and non-cash
    compensation


178



2,366







2,544Contract termination costs, net of
    amortization


2,382



2,167







4,549Effect of change in operating
    assets and liabilities, net of assets acquired:Trade accounts receivable, net


(185
)


221







36Income tax receivable






(285
)






(285
)Due to corporate/from subsidiaries


(92,674
)


92,674







Prepaid expenses and other assets


148



(6,589
)






(6,441
)Accounts payable


(382
)


(5,591
)






(5,973
)Accrued interest






5,087







5,087Accrued compensation and related
    benefits


22



(788
)






(766
)Income taxes payable






288







288Other current liabilities


(1,164
)


1,512







348Net cash used in operating
    activities from discontinued operations






(490
)






(490
)Net cash flows from operating
    activities


10,028



172,337



(80,738
)


101,627  F-54




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENT OF CASH FLOWS
 For the
    Year Ended December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)CASH FLOWS USED IN INVESTING
    ACTIVITIES:Purchase of property and equipment

$
(9,427
)

$
(4,389
)

$



$
(13,816
)Equity investments






(271
)






(271
)Acquisition of 51% of the common
    stock of Reach Media, Inc., net of cash acquired






(21,320
)






(21,320
)Sale of short-term investments






10,000







10,000Investment in Subsidiaries






(80,738
)


80,738



Purchase of other intangible assets






(977
)






(977
)Net cash used in investing
    activities from discontinued operations






(1,917
)






(1,917
)Net cash flows used in investing
    activities


(9,427
)


(99,612
)


80,738



(28,301
)CASH FLOWS USED IN FINANCING
    ACTIVITIES:Repayment of debt






(455,007
)






(455,007
)Proceeds from credit facility






587,500







587,500Proceeds from debt issuances, net
    of offering costs






195,315







195,315Redemption of convertible
    preferred stock






(309,820
)






(309,820
)Repayment of officer loan for
    stock subscription






5,644







5,644Payment of bank financing costs






(4,172
)






(4,172
)Payment of preferred stock
    dividends






(6,959
)






(6,959
)Proceeds from exercise of stock
    options






1,003







1,003Repurchase of common stock






(77,658
)






(77,658
)Change in interest due on stock
    subscription receivable






(482
)






(482
)Net cash flows used in financing
    activities






(64,636
)






(64,636
)INCREASE IN CASH AND CASH
    EQUIVALENTS


601



8,089







8,690CASH AND CASH EQUIVALENTS,
    beginning of year


192



10,199







10,391CASH AND CASH EQUIVALENTS, end of
    year

$
793


$
18,288


$



$
19,081  F-55




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENT OF CASH FLOWS
 For the
    Year Ended December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
72,493


$
59,485


$
(72,493
)

$
59,485Adjustments to reconcile net
    income to net cash from operating activities:Depreciation and amortization


11,163



5,518







16,681Amortization of debt financing
    costs, unamortized discount and deferred interest






1,702







1,702Deferred income taxes and
    reduction in valuation reserve on deferred income taxes






37,979







37,979Equity in loss of affiliated
    company






3,905







3,905Stock-based and non-cash
    compensation


147



4,465







4,612Effect of change in operating
    assets and liabilities Trade accounts receivable, net


157



(291
)






(134
)Due to corporate/from subsidiaries


61,651



(61,651
)






Prepaid expenses and other assets


(331
)


(1,077
)






(1,408
)Accounts payable


453



1,179







1,632Accrued expenses and other


(935
)


(854
)






(1,789
)Net cash provided by operating
    activities from discontinued operations






1,051







1,051Net cash flows from operating
    activities


144,798



51,411



(72,493
)


123,716  F-56




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  CONSOLIDATING
    STATEMENT OF CASH FLOWS
 For the
    Year Ended December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(As Restated)(In thousands)CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchase of property and equipment

$
(2,913
)

$
(9,873
)

$



$
(12,786
)Investment in subsidiaries






(72,493
)


72,493



Proceeds from sale of short-term
    investments






30,700







30,700Equity investments






(18,890
)






(18,890
)Purchase of tower broadcasting
    rights and other intangible assets






(1,647
)






(1,647
)Deposits and payments for station
    purchases


(142,107
)


(10,575
)






(152,682
)Net cash used in investing
    activities from discontinued operations






(190
)






(190
)Net cash flows from investing
    activities


(145,020
)


(82,968
)


72,493



(155,495
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Repayment of debt






(52,506
)






(52,506
)Change in interest due on stock
    subscription receivable






286







286Proceeds from credit facility






75,000







75,000Deferred financing costs






(201
)






(201
)Payment of preferred stock
    dividends






(20,140
)






(20,140
)Proceeds from exercise of stock
    options






1,721







1,721Net cash flows from financing
    activities






4,160







4,160DECREASE IN CASH AND CASH
    EQUIVALENTS


(222
)


(27,397
)






(27,619
)CASH AND CASH EQUIVALENTS,
    beginning of year


414



37,596







38,010CASH AND CASH EQUIVALENTS, end of
    year

$
192


$
10,199


$



$
10,391  F-57




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  INDEX TO
    SCHEDULES
  Schedule II  Valuation and Qualifying
    Accounts
 S-1




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
 For the
    Years Ended December 31, 2006, 2005 and 2004
  Balance at


Additions


Acquired





Balance atBeginning


Charged to


from





EndDescription

of Year


Expense


Acquisitions


Deductions


of Year(In thousands)Allowance for Doubtful Accounts:2006

$
3,373


$
2,654


$
23


$
1,986


$
4,0642005


4,369



3,054







4,050



3,3732004


5,776



4,362



25



5,794



4,369   Balance at


Additions


Acquired





Balance atBeginning


Charged to


from





EndDescription

of Year


Expense


Acquisitions


Deductions


of Year(In thousands)Valuation Allowance for Deferred
    Income Tax Assets:2006

$
791


$
1,457


$



$



$
2,2482005






791











7912004


















  S-2