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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 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 (I.R.S. Employer Identification No.) incorporation or organization) 5900 Princess Garden Parkway, 7th Floor Lanham, Maryland 20706 (Address of principal executive offices) (301) 306-1111 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 8, 2002 ----- ----------------------------- Class A Common Stock, $.001 Par Value 22,395,043 Class B Common Stock, $.001 Par Value 3,132,458 Class C Common Stock, $.001 Par Value 2,867,463 Class D Common Stock, $.001 Par Value 76,141,483

RADIO ONE, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended June 30, 2002 TABLE OF CONTENTS ----------------- Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements .......................................................................................... 3 Consolidated Balance Sheets as of December 31, 2001 and June 30, 2002 (Unaudited) ............................. 4 Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2001 and 2002 (Unaudited) .............................................................................................. 5 Consolidated Statements of Changes in Stockholders' Equity for the Year Ended December 31, 2001 and for the Six Months Ended June 30, 2002 (Unaudited) ................................................... 6 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2002 (Unaudited) .............................................................................................. 7 Notes to Consolidated Financial Statements .................................................................... 8 Consolidating Financial Statements ............................................................................ 11 Consolidating Balance Sheet as of December 31, 2001 ........................................................... 12 Consolidating Balance Sheet as of June 30, 2002 (Unaudited) .................................................. 14 Consolidating Statement of Operations for the Three Months Ended June 30, 2001 (Unaudited) .................... 16 Consolidating Statement of Operations for the Three Months Ended June 30, 2002 (Unaudited) .................... 17 Consolidating Statement of Operations for the Six Months Ended June 30, 2001 (Unaudited) ...................... 18 Consolidating Statement of Operations for the Six Months Ended June 30, 2002 (Unaudited) ...................... 19 Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2001 (Unaudited) ...................... 20 Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2002 (Unaudited) ...................... 22 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ......................... 24 PART II. OTHER INFORMATION Item 1. Legal Proceedings ............................................................................................. 33 Item 2. Changes in Securities and Use of Proceeds ..................................................................... 33 Item 3. Defaults Upon Senior Securities ............................................................................... 33 Item 4. Submission of Matters to a Vote of Security Holders ........................................................... 33 Item 5. Other Information ............................................................................................. 34 Item 6. Exhibits and Reports on Form 8-K .............................................................................. 34 SIGNATURE ............................................................................................................... 36 2

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (See pages 4-23 -- This page intentionally left blank.) 3

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2001, AND JUNE 30, 2002 December 31, June 30, 2001 2002 -------------- -------------- ASSETS (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 32,115,000 $ 50,851,000 Trade accounts receivable, net of allowance for doubtful accounts of $6,668,000 and $5,907,000, respectively 56,682,000 65,487,000 Prepaid expenses and other 2,441,000 2,127,000 Income tax receivable 3,200,000 3,089,000 Deferred income tax asset 3,465,000 3,465,000 -------------- -------------- Total current assets 97,903,000 125,019,000 PROPERTY AND EQUIPMENT, NET 39,446,000 41,340,000 INTANGIBLE ASSETS, NET 1,776,201,000 1,788,548,000 OTHER ASSETS 10,365,000 8,730,000 -------------- -------------- Total assets $1,923,915,000 $1,963,637,000 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7,782,000 $ 7,249,000 Accrued expenses 38,370,000 35,061,000 Fair value of derivative instruments 13,439,000 7,382,000 Other current liabilities 2,491,000 2,399,000 Current portion of long-term debt -- 26,250,000 -------------- -------------- Total current liabilities 62,082,000 78,341,000 LONG-TERM DEBT AND DEFERRED INTEREST, net of current portion 780,022,000 623,751,000 DEFERRED INCOME TAX LIABILITY 28,864,000 25,278,000 -------------- -------------- Total liabilities 870,968,000 727,370,000 -------------- -------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Convertible preferred stock, $.001 par value, 1,000,000 shares authorized and 310,000 shares issued and outstanding; liquidation preference of $1,000 per share plus cumulative dividends at 6.5% per year, unpaid dividends were $4,198,000 as of December 31, 2001 and June 30, 2002 -- -- Common stock - Class A, $.001 par value, 30,000,000 shares authorized, 22,389,000 and 22,395,000 shares issued and outstanding 23,000 23,000 Common stock - Class B, $.001 par value, 150,000,000 shares authorized, 2,867,000 shares issued and outstanding 3,000 3,000 Common stock - Class C, $.001 par value, 150,000,000 shares authorized, 3,132,000 shares issued and outstanding 3,000 3,000 Common stock - Class D, $.001 par value, 150,000,000 shares authorized, 65,826,000 and 76,139,000 shares issued and outstanding 66,000 76,000 Accumulated other comprehensive income (9,053,000) (5,298,000) Stock subscriptions receivable (31,666,000) (32,533,000) Additional paid-in capital 1,208,652,000 1,407,870,000 Accumulated deficit (115,081,000) (133,877,000) -------------- -------------- Total stockholders' equity 1,052,947,000 1,236,267,000 -------------- -------------- Total liabilities and stockholders' equity $1,923,915,000 $1,963,637,000 ============== ============== The accompanying notes are an integral part of these consolidated balance sheets. 4

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2002 Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ------------------------------ 2001 2002 2001 2002 ------------- --------------- ------------- ------------ (Unaudited) (Unaudited) REVENUE: Broadcast revenue, including barter revenue of $559,000, $920,000, $1,204,000 and $1,706,000, respectively $ 70,930,000 $ 91,035,000 $ 125,203,000 $ 156,972,000 Less: agency commissions 8,645,000 10,870,000 14,993,000 18,496,000 ------------- ------------- ------------- ------------- Net broadcast revenue 62,285,000 80,165,000 110,210,000 138,476,000 ------------- ------------- ------------- ------------- OPERATING EXPENSES: Program and technical, exclusive of depreciation and amortization, shown separately below 9,151,000 12,604,000 18,007,000 24,106,000 Selling, general and administrative 19,090,000 24,126,000 36,206,000 45,122,000 Corporate expenses 1,683,000 3,142,000 3,523,000 5,757,000 Non-cash compensation 237,000 342,000 475,000 642,000 Depreciation and amortization 30,851,000 4,351,000 62,375,000 8,773,000 ------------- ------------- ------------- ------------- Total operating expenses 61,012,000 44,565,000 120,586,000 84,400,000 ------------- ------------- ------------- ------------- Operating income (loss) 1,273,000 35,600,000 (10,376,000) 54,076,000 INTEREST EXPENSE, including amortization of deferred financing costs 14,717,000 14,810,000 30,418,000 31,727,000 GAIN ON SALE OF ASSETS, net -- -- 4,272,000 -- OTHER EXPENSE (INCOME), net 596,000 (547,000) -- (1,065,000) ------------- ------------- ------------- ------------- (Loss) income before (benefit) provision for income taxes, extraordinary item, and cumulative effect of accounting change (14,040,000) 21,337,000 (36,522,000) 23,414,000 (BENEFIT) PROVISION FOR INCOME TAXES (4,633,000) 8,095,000 (11,942,000) 8,911,000 ------------- ------------- ------------- ------------- (LOSS) INCOME BEFORE EXTRAORDINARY LOSS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE (9,407,000) 13,242,000 (24,580,000) 14,503,000 EXTRAORDINARY LOSS ON DEBT RETIREMENT, net of taxes of $2,564,000 5,207,000 -- 5,207,000 -- CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of taxes of $14,542,000 -- -- -- 23,229,000 ------------- ------------- ------------- ------------- NET (LOSS) INCOME $ (14,614,000) $ 13,242,000 $ (29,787,000) $ (8,726,000) ============= ============= ============= ============= NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS $ (19,646,000) $ 8,207,000 $ (39,857,000) $ (18,796,000) ============= ============= ============= ============= BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE: (Loss) income before extraordinary loss and cumulative effect of accounting change $ (0.16) $ 0.08 $ (0.40) $ 0.04 Extraordinary loss $ (0.06) $ -- $ (0.06) $ -- Cumulative Effect of Accounting Change $ -- $ -- $ -- $ (0.23) ------------- ------------- ------------- ------------- Net (loss) income per common share $ (0.22) $ 0.08 $ (0.46) $ (0.19) WEIGHTED AVERAGE SHARES ============= ============= ============= ============= OUTSTANDING: Basic 88,252,000 103,497,000 87,532,000 98,863,000 ============= ============= ============= ============= Diluted 88,252,000 104,353,000 87,532,000 98,863,000 ============= ============= ============= ============= The accompanying notes are an integral part of these consolidated statements. 5

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2001, AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED) Accumulated Convertible Common Common Common Common other preferred stock stock stock stock Comprehensive comprehensive stock Class A Class B Class C Class D income income ----- ------- ------- ------- ------- ------ ------ BALANCE, as of December 31, 2000 $ - $ 23,000 $ 3,000 $ 3,000 $ 58,000 $ - Comprehensive income: Net loss - - - - - $(55,247,000) - Unrealized loss on derivative and hedging activities from cumulative effect of accounting change, net of taxes - - - - - (2,630,000) (2,630,000) Change in unrealized net loss on derivative and hedging activities, net of taxes - - - - - (6,423,000) (6,423,000) ------------ Comprehensive income $(64,300,000) ============ Preferred stock dividends - - - - - - Issuance of stock for acquisition - - - - 6,000 - Stock sold to officers - - - - 2,000 - Employee exercise of options - - - - - - Preferred stock issuance costs - - - - - - ------- -------- -------- -------- -------- ----------- BALANCE, as of December 31, 2001 - 23,000 3,000 3,000 66,000 (9,053,000) Comprehensive income: Net loss - - - - - $ (8,726,000) - Change in unrealized net loss on derivative and hedging activities, net of taxes - - - - - 3,755,000 3,755,000 ------------ Comprehensive income $ (5,182,000) ============ Preferred stock dividends - - - - - - Issuance of common stock - - - - 10,000 - Repurchase of stock - - - - - - Interest income on subscriptions receivable - - - - - - Employee exercise of options - - - - - - ------- -------- -------- -------- -------- ----------- BALANCE, as of June 30, 2002 $ - $ 23,000 $ 3,000 $ 3,000 $ 76,000 $(5,298,000) ======= ======== ======== ======== ======== =========== Stock Additional Total subscriptions paid-in Accumulated stockholders' receivable capital deficit equity ---------- ------- ------- ------ BALANCE, as of December 31, 2000 $ (9,005,000) $1,105,681,000 $ (39,694,000) $1,057,069,000 Comprehensive income: Net loss - - (55,247,000) (55,247,000) Unrealized loss on derivative and hedging activities from cumulative effect of accounting change, net of taxes - - - (2,630,000) Change in unrealized net loss on derivative and hedging activities, net of taxes - - - (6,423,000) Comprehensive income Preferred stock dividends - - (20,140,000) (20,140,000) Issuance of stock for acquisition - 81,327,000 - 81,333,000 Stock sold to officers (22,661,000) 21,103,000 - (1,556,000) Employee exercise of options - 550,000 - 550,000 Preferred stock issuance costs - (9,000) - (9,000) ------------ -------------- ------------- -------------- BALANCE, as of December 31, 2001 (31,666,000) 1,208,652,000 (115,081,000) 1,052,947,000 Comprehensive income: Net loss - - (8,726,000) (8,726,000) Change in unrealized net loss on derivative and hedging activities, net of taxes - - - 3,755,000 Comprehensive income Preferred stock dividends - - (10,070,000) (10,070,000) Issuance of common stock - 198,766,000 - 198,776,000 Repurchase of stock - (75,000) - (75,000) Interest income on subscriptions receivable (867,000) - - (867,000) Employee exercise of options - 527,000 - 527,000 ------------ -------------- ------------- -------------- BALANCE, as of June 30, 2002 $(32,533,000) $1,407,870,000 $(133,877,000) $1,236,267,000 ============ ============== ============= ============== 6 The accompanying notes are an integral part of these consolidated statements.

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2002 Six Months Ended June 30, ---------------------------------- 2001 2002 --------------- --------------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (29,787,000) $ (8,726,000) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 62,375,000 8,773,000 Amortization of debt financing costs, unamortized discount and deferred interest 1,016,000 1,089,000 Deferred income taxes (13,521,000) (5,887,000) Non-cash compensation to officers 475,000 642,000 Cumulative effect of accounting change -- 37,771,000 Loss on write-down of investments 1,206,000 -- Loss on retirement of assets -- 150,000 Gain on sale of assets, net (4,272,000) -- Extraordinary loss on debt retirement 7,771,000 -- Effect of change in operating assets and liabilities- Trade accounts receivable (3,155,000) (8,805,000) Income tax receivable 476,000 -- Prepaid expenses and other (225,000) (180,000) Stock subscription receivable (546,000) (867,000) Other assets (656,000) (719,000) Accounts payable (9,722,000) (608,000) Accrued expenses and other 2,635,000 (4,585,000) ---------------- -------------- Net cash flows from operating activities 14,070,000 18,048,000 ---------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (2,840,000) (5,115,000) Equity investments (210,000) (392,000) Proceeds from sale of assets 69,254,000 -- Deposits and payments for station purchases (70,286,000) (53,040,000) ---------------- -------------- Net cash flows from investing activities (4,082,000) (58,547,000) ---------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of debt (303,648,000) (130,021,000) Proceeds from debt issuances 300,000,000 -- Payment of preferred stock issuance costs (9,000) -- Proceeds from exercise of stock options 240,000 526,000 Payment for retirement of stock -- (75,000) Deferred financing costs (7,861,000) -- Proceeds from issuance of common stock, net of issuance costs -- 198,875,000 Payment of preferred stock dividends (10,070,000) (10,070,000) ---------------- -------------- Net cash flows from financing activities (21,348,000) 59,235,000 ---------------- -------------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (11,360,000) 18,736,000 CASH AND CASH EQUIVALENTS, beginning of period 20,879,000 32,115,000 ---------------- -------------- CASH AND CASH EQUIVALENTS, end of period $ 9,519,000 $ 50,851,000 ================ ============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for- Interest $ 24,788,000 $ 34,812,000 ================ ============== Income taxes $ 787,000 $ 380,000 ================ ============== The accompanying notes are an integral part of these consolidated statements. 7

RADIO ONE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization and Business Radio One, Inc. (a Delaware corporation referred to as Radio One) and subsidiaries (collectively referred to as the Company) were organized to acquire, operate and maintain radio broadcasting stations. The Company owns and/or operates 65 radio stations in 22 markets throughout the United States. The Company has made and may continue to make significant acquisitions of radio stations, which may require it to incur new debt. The Company's operating results are significantly affected by its share of the audience in markets where it has stations. Basis of Presentation The accompanying consolidated financial statements include the accounts of Radio One and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Interim Financial Statements The interim consolidated financial statements included herein for Radio One and subsidiaries have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. Results for interim periods are not necessarily indicative of results to be expected for the full year. It is suggested that these consolidated financial statements be read in conjunction with the Company's December 31, 2001 financial statements and notes thereto included in the Company's annual report on Form 10-K. 2. ACQUISITION: In April 2002, the Company completed the acquisition of the assets of WHTA-FM (formerly WPEZ-FM), licensed to Hampton, Georgia (formerly licensed to Macon, Georgia), from U.S. Broadcasting Limited 8

Partnership for $56.0 million. The Company had been operating the station under a local marketing agreement since the fourth quarter of 2001. 3. STOCK OFFERING: In April 2002, the Company and certain selling stockholders completed an offering of 11,500,000 shares of class D common stock at an offering price of $20.25 per share. Through this offering, the Company issued and sold 10,252,696 shares and received net proceeds of approximately $198.8 million. 4. RECENT ACCOUNTING PRONOUNCEMENTS: In June 2001, FASB issued Statement of Financial Accounting Standard No. 142 (SFAS 142) "Goodwill and Other Intangible Assets." This pronouncement requires a non-amortization approach to account for purchased goodwill and certain other intangible assets. Under a non-amortization approach, goodwill and certain intangibles will not be amortized into results of operations but, instead, would be reviewed for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than their fair value. The provisions of this statement, which apply to goodwill and intangible assets acquired prior to June 30, 2001, were adopted by the Company effective January 1, 2002. The provisions of this statement that apply to goodwill and other indefinite life intangible assets acquired after June 30, 2001, were adopted by the Company effective July 1, 2001. The adoption of these accounting standards has eliminated the amortization of goodwill and FCC broadcast licenses commencing January 1, 2002. SFAS 142 will have a material impact on the Company's financial statements, as the amounts previously recorded for the amortization of goodwill and FCC broadcast licenses were significant. The Company recorded amortization expense of approximately $55.7 million for the six months ended June 30, 2001, but did not record a similar amortization expense for the six months ended June 30, 2002 as a result of the adoption of SFAS 142. Upon adoption of SFAS 142, the Company recorded an impairment charge of approximately $23.2 million, net of an income tax benefit of $14.6 million, as the carrying value of certain of the Company's FCC licenses exceeded their appraised fair values. The Company has reflected this charge as a cumulative effect of an accounting change, effective January 1, 2002, in its statement of operations. The Company began its adoption of the final provision of SFAS 142 in the second quarter of 2002 by reviewing the fair value of its reporting units and comparing that fair value to the net book value of the reporting unit. This process may result in the impairment of goodwill. In completing the transitional assessment of goodwill, the Company (1) identified the reporting units; (2) determined the carrying value of each reporting unit; and (3) determined the fair value of each reporting unit. The Company had up to six months from the date of the adoption to determine the reporting units in which the carrying value exceeded the fair value of those assets. To the extent a reporting unit's carrying amount exceeds its fair value, an indication would exist that the reporting unit's goodwill was impaired, and the Company would then be required to perform the second step of the transitional impairment test. In the second step, the Company must compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of its assets and liabilities in a manner similar to a purchase price allocation in accordance with SFAS 141, "Business Combinations", to its carrying amount, both of which would be measured as of the date of adoption. This second step is required to be completed as soon as possible, but no later than the end of the year of adoption. Any transitional impairment loss will be recognized as a cumulative effect of a change in accounting principle in the Company's consolidated statement of operations 9

retroactive to January 1, 2002. The Company has not yet determined what the effect of the impairment tests on goodwill will be on the Company's financial position or results of operations, but does expect to record some impairment for goodwill in its Augusta, Georgia market. 10

CONSOLIDATING FINANCIAL STATEMENTS The Company conducts a portion of its business through its subsidiaries. All of the Company's direct subsidiaries (Subsidiary Guarantors) have fully and unconditionally guaranteed the Company's 8-7/8% Senior Subordinated Notes due 2011. Set forth below are consolidating financial statements for the Company and the Subsidiary Guarantors as of December 31, 2001 and June 30, 2002, and for the three months and six months ended June 30, 2001 and 2002. The equity method of accounting has been used by the Company to report its investments in subsidiaries. Separate financial statements for the Subsidiary Guarantors are not presented based on management's determination that they do not provide additional information that is material to investors. 11

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2001 Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated ------------ --------------- ------------ ------------ (Unaudited) (Unaudited) (Unaudited) ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ (447,000) $ 32,562,000 $ - $ 32,115,000 Trade accounts receivable, net of allowance for doubtful accounts 11,552,000 45,130,000 - 56,682,000 Due from Combined Guarantor Subsidiaries - 1,699,420,000 (1,699,420,000) - Prepaid expenses and other 463,000 1,978,000 - 2,441,000 Income tax receivable - 3,200,000 - 3,200,000 Deferred income tax asset 1,882,000 1,583,000 - 3,465,000 ----------------- ----------------- ----------------- ----------------- Total current assets 13,450,000 1,783,873,000 (1,699,420,000) 97,903,000 PROPERTY AND EQUIPMENT, net 12,715,000 26,731,000 - 39,446,000 INTANGIBLE ASSETS, net 1,534,807,000 241,394,000 - 1,776,201,000 OTHER ASSETS 1,276,000 9,089,000 - 10,365,000 ----------------- ----------------- ----------------- ----------------- Total assets $ 1,562,248,000 $ 2,061,087,000 $ (1,699,420,000) $ 1,923,915,000 ================= ================= ================= ================= The accompanying notes are an integral part of this consolidating balance sheet. 12

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2001 Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated ------------ --------------- ------------ ------------- (Unaudited) (Unaudited) (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 794,000 $ 6,988,000 $ - $ 7,782,000 Accrued expenses 3,257,000 35,113,000 - 38,370,000 Fair value of derivative investments - 13,439,000 - 3,439,000 Other current liabilities 316,000 2,175,000 - 2,491,000 Due to the Company 1,699,420,000 - (1,699,420,000) - ---------------- ----------------- ----------------- ----------------- Total current liabilities 1,703,787,000 57,715,000 (1,699,420,000) 62,082,000 INVESTMENT IN SUBSIDIARIES - 163,951,000 (163,951,000) - LONG-TERM DEBT AND DEFERRED INTEREST 2,000 780,020,000 - 780,022,000 DEFERRED INCOME TAX LIABILITY 22,410,000 6,454,000 - 28,864,000 ---------------- ----------------- ----------------- ----------------- Total liabilities 1,726,199,000 1,008,140,000 (1,863,371,000) 870,968,000 ---------------- ----------------- ----------------- ----------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock - 95,000 - 95,000 Accumulated comprehensive income adjustments - (9,053,000) - (9,053,000) Stock subscriptions receivable - (31,666,000) - (31,666,000) Additional paid-in capital - 1,208,652,000 - 1,208,652,000 Accumulated deficit (163,951,000) (115,081,000) 163,951,000 (115,081,000) ---------------- ----------------- ----------------- ----------------- Total stockholders' equity (163,951,000) 1,052,947,000 163,951,000 1,052,947,000 ---------------- ----------------- ----------------- ----------------- Total liabilities and stockholders' equity $ 1,562,248,000 $ 2,061,087,000 $ (1,699,420,000) $ 1,923,915,000 ================ ================= ================= ================= The accompanying notes are an integral part of this consolidating balance sheet. 13

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2002 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated -------------- ----------------- -------------- -------------- ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ 996,000 $ 49,855,000 $ - $ 50,851,000 Trade accounts receivable, net of allowance for doubtful accounts 27,701,000 37,786,000 - 65,487,000 Due from Combined Guarantor Subsidiaries - 1,371,290,000 (1,371,290,000) - Prepaid expenses and other 784,000 1,343,000 - 2,127,000 Income tax receivable - 3,089,000 - 3,089,000 Deferred tax asset 2,282,000 1,183,000 - 3,465,000 --------------- --------------- --------------- --------------- Total current assets 31,763,000 1,464,546,000 (1,371,290,000) 125,019,000 PROPERTY AND EQUIPMENT, net 20,970,000 20,370,000 - 41,340,000 INTANGIBLE ASSETS, net 1,765,095,000 23,453,000 - 1,788,548,000 OTHER ASSETS 847,000 7,883,000 - 8,730,000 --------------- --------------- --------------- --------------- Total assets $ 1,818,675,000 $ 1,516,252,000 $(1,371,290,000) $ 1,963,637,000 =============== =============== =============== =============== The accompanying notes are an integral part of this consolidating balance sheet. 14

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2002 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated -------------- ----------------- --------------- -------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 1,253,000 $ 5,996,000 $ - $ 7,249,000 Accrued expenses 6,144,000 28,917,000 - 35,061,000 Fair value of derivative instruments - 7,382,000 - 7,382,000 Other current liabilities - 2,399,000 - 2,399,000 Current portion of long-term debt - 26,250,000 - 26,250,000 Due to the Company 1,371,290,000 - (1,371,290,000) - -------------- ----------------- --------------- -------------- Total current liabilities 1,378,687,000 70,944,000 (1,371,290,000) 78,341,000 INVESTMENT IN SUBSIDIARIES - (415,757,000) 415,757,000 - LONG-TERM DEBT AND DEFERRED INTEREST - 623,751,000 - 623,751,000 DEFERRED INCOME TAX LIABILITY 24,231,000 1,047,000 - 25,278,000 -------------- ----------------- --------------- -------------- Total liabilities 1,402,918,000 279,985,000 (955,533,000) 727,370,000 -------------- ----------------- --------------- -------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock - 105,000 - 105,000 Accumulated other comprehensive income - (5,298,000) - (5,298,000) Stock subscriptions receivable - (32,533,000) - (32,533,000) Additional paid-in capital - 1,407,870,000 - 1,407,870,000 Accumulated deficit 415,757,000 (133,877,000) (415,757,000) (133,877,000) -------------- ----------------- --------------- -------------- Total stockholders' equity 415,757,000 1,236,267,000 (415,757,000) 1,236,267,000 -------------- ----------------- --------------- -------------- Total liabilities and stockholders' equity $1,818,675,000 $ 1,516,252,000 $(1,371,290,000) $1,963,637,000 ============== ================= =============== ============== The accompanying notes are an integral part of this consolidating balance sheet. 15

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2001 (Unaudited) Combined Guarantor Radio One, Subsidiaries Inc. Eliminations Consolidated -------------- ------------ -------------- -------------- REVENUE: Broadcast revenue, including barter revenue $ 9,572,000 $ 61,358,000 $ - $ 70,930,000 Less: agency commissions 1,054,000 7,591,000 - 8,645,000 -------------- ------------ -------------- -------------- Net broadcast revenue 8,518,000 53,767,000 - 62,285,000 -------------- ------------ -------------- -------------- OPERATING EXPENSES: Program and technical 1,299,000 7,852,000 - 9,151,000 Selling, general and administrative 3,479,000 15,611,000 - 19,090,000 Corporate expenses - 1,683,000 - 1,683,000 Non-cash compensation - 237,000 - 237,000 Depreciation and amortization 28,015,000 2,836,000 - 30,851,000 -------------- ------------ -------------- -------------- Total operating expenses 32,793,000 28,219,000 - 61,012,000 -------------- ------------ -------------- -------------- Operating (loss) income (24,275,000) 25,548,000 - 1,273,000 INTEREST EXPENSE, INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS - 14,717,000 - 14,717,000 GAIN ON SALE OF ASSETS - - - - OTHER INCOME (EXPENSE), net 3,000 (599,000) - (596,000) -------------- ------------ -------------- -------------- (Loss) income before provision for income taxes (24,272,000) 10,232,000 - (14,040,000) BENEFIT FOR INCOME TAXES - 4,633,000 - 4,633,000 EXTRAORDINARY LOSS ON DEBT RETIREMENT, net of taxes - (5,207,000) - (5,207,000) EQUITY IN LOSSES OF SUBSIDIARIES - (24,272,000) 24,272,000 - -------------- ------------ -------------- -------------- NET LOSS $ (24,272,000) $(14,614,000) $ 24,272,000 $ (14,614,000) ============== ============ ============== ============== The accompanying notes are an integral part of this consolidating statement. 16

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 (Unaudited) Combined Guarantor Radio One, Subsidiaries Inc. Eliminations Consolidated ------------ ------------ ------------- ------------ REVENUE: Broadcast revenue, including barter revenue $ 40,737,000 $ 50,299,000 $ - $ 91,035,000 Less: agency commissions 4,748,000 6,123,000 - 10,870,000 ------------ ------------ ------------- ------------ Net broadcast revenue 35,989,000 44,176,000 - 80,165,000 ------------ ------------ ------------- ------------ OPERATING EXPENSES: Program and technical 5,487,000 7,117,000 - 12,604,000 Selling, general and administrative 12,532,000 11,594,000 - 24,126,000 Corporate expenses - 3,142,000 - 3,142,000 Non-cash compensation - 342,000 - 342,000 Depreciation and amortization 2,734,000 1,617,000 - 4,351,000 ------------ ------------ ------------- ------------ Total operating expenses 20,753,000 23,812,000 -- 44,565,000 ------------ ------------ ------------- ------------ Operating (loss) income 15,236,000 20,364,000 - 35,600,000 INTEREST EXPENSE, INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS 465,000 14,345,000 - 14,810,000 OTHER INCOME, net (118,000) 665,000 - 547,000 ------------ ------------ ------------- ------------ Income before provision for income taxes 14,653,000 6,684,000 - 21,337,000 PROVISION FOR INCOME TAXES - 8,095,000 - 8,095,000 EQUITY IN LOSSES OF SUBSIDIARIES - 14,653,000 (14,653,000) - ------------ ------------ ------------- ------------ NET (LOSS) INCOME $ 14,653,000 $ 13,242,000 $(14,653,000) $ 13,242,000 ============ ============ ============= ============ The accompanying notes are an integral part of this consolidating statement. 17

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001 (Unaudited) Combined Guarantor Radio One, Subsidiaries Inc. Eliminations Consolidated ------------ ---------- ------------ ------------ REVENUE: Broadcast revenue, including barter revenue $ 16,440,000 $ 108,763,000 $ - $ 125,203,000 Less: agency commissions 1,822,000 13,171,000 - 14,993,000 ------------- ------------- ------------- ------------- Net broadcast revenue 14,618,000 95,592,000 - 110,210,000 ------------- ------------- ------------- ------------- OPERATING EXPENSES: - Program and technical 2,534,000 15,473,000 - 18,007,000 Selling, general and administrative 6,639,000 29,567,000 - 36,206,000 Corporate expenses - 3,523,000 - 3,523,000 Non-cash compensation - 475,000 - 475,000 Depreciation and amortization 53,777,000 8,598,000 - 62,375,000 ------------- ------------- ------------- ------------- Total operating expenses 62,950,00 57,636,000 - 120,586,000 ------------- ------------- ------------- ------------- Operating (loss) income (48,332,000) 37,956,000 - (10,376,000) INTEREST EXPENSE, including amortization of deferred financing costs 40,000 30,378,000 - 30,418,000 GAIN ON SALE OF ASSETS, net - 4,272,000 - 4,272,000 OTHER INCOME, net 7,000 (7,000) - - ------------- ------------- ------------- ------------- (Loss) income before provision for income taxes and extraordinary loss (48,365,000) 11,843,000 - (36,522,000) BENEFIT FOR INCOME TAXES - 11,942,000 - 11,942,000 ------------- ------------- ------------- ------------- (Loss) income before extraordinary loss (48,365,000) 23,785,000 - (24,580,000) EXTRAORDINARY LOSS ON DEBT RETIREMENT, net of taxes - (5,207,000) - (5,207,000) EQUITY IN LOSSES OF SUBSIDIARIES - (48,365,000) 48,365,000 - ------------- ------------- ------------- ------------- Net loss $ (48,365,000) $ (29,787,000) $ 48,365,000 $ (29,787,000) ============= ============= ============= ============= The accompanying notes are an integral part of this consolidating statement. 18

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated ------------ --------------- ------------ ------------ REVENUE: Broadcast revenue, including barter revenue $ 70,130,000 $ 86,842,000 $ - $ 156,972,000 Less: Agency commissions 8,029,000 10,467,000 - 18,496,000 ------------- ------------- ------------- ------------- Net broadcast revenue 62,101,000 76,375,000 - 138,476,000 ------------- ------------- ------------- ------------- OPERATING EXPENSES: Program and technical 10,591,000 13,515,000 - 24,106,000 Selling, general and administrative 23,197,000 21,925,000 - 45,122,000 Corporate expenses - 5,757,000 - 5,757,000 Non-cash compensation - 642,000 - 642,000 Depreciation and amortization 4,152,000 4,621,000 - 8,773,000 ------------- ------------- ------------- ------------- Total operating expenses 37,940,000 46,460,000 - 84,400,000 ------------- ------------- ------------- ------------- Operating income 24,161,000 29,915,000 - 54,076,000 INTEREST EXPENSE, including amortization of deferred financing costs 1,581,000 30,146,000 - 31,727,000 OTHER INCOME (EXPENSE), net (115,000) 1,180,000 - 1,065,000 ------------- ------------- ------------- ------------- Income before provision for income taxes and cumulative effect of accounting change 22,465,000 949,000 - 23,414,000 PROVISION FOR INCOME TAXES - 8,911,000 - 8,911,000 ------------- ------------- ------------- ------------- Income before cumulative effect of accounting change 22,465,000 (7,962,000) - 14,503,000 CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of tax 23,229,000 - - 23,229,000 EQUITY IN LOSSES OF SUBSIDIARIES - (764,000) 764,000 - ------------- ------------- ------------- ------------- Net loss $ (764,000) $ (8,726,000) $ 764,000 $ (8,726,000) ============= ============= ============= ============= The accompanying notes are an integral part of this consolidating statement. 19

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated ------------ --------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(48,365,000) $(29,787,000) $ 48, 365,00 $(29,787,000) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization 53,777,000 8,598,000 - 62,375,000 Amortization of debt financing costs, unamortized discount and deferred interest - 1,016,000 - 1,016,000 Deferred income taxes and reduction in valuation reserve on deferred income taxes 940,000 (14,461,000) - (13,521,000) Non-cash compensation to officers - 475,000 - 475,000 Loss on write-off of investments - 1,206,000 1,206,000 Gain on sale of assets, net - (4,272,000) - (4,272,000) Extraordinary loss on debt retirement, net of taxes - 7,771,000 7,771,000 Effect of change in operating assets and liabilities- Trade accounts receivable, net (109,000) (3,046,000) - (3,155,000) Due to Corporate/from Subsidiaries (5,530,000) 5,530,000 - - Income tax receivable - 476,000 - 476,000 Prepaid expenses and other (297,000) 72,000 - (225,000) Other assets 60,000 (1,262,000) - (1,202,000) Accounts payable (221,000) (9,501,000) - (9,722,000) Accrued expenses and other 184,000 2,451,000 - 2,635,000 ------------ ------------ ------------ ------------ Net cash flows from operating activities 439,000 (34,734,000) 48,365,000 14,070,000 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of this consolidating statement. 20

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated ------------ --------------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment $ (226,000) $ (2,614,000) $ - $ (2,840,000) Investment in Subsidiaries - 48,365,000 (48,365,000) - Equity investments - (210,000) - (210,000) Proceeds from sale of assets - 69,254,000 - 69,254,000 Deposits and payments for station purchases - (70,286,000) - (70,286,000) ------------- ------------- --------------- ------------- Net cash flows from investing activities (226,000) 44,509,000 (48,365,000) (4,082,000) ------------- ------------- --------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of debt - (303,648,000) - (303,648,000) Proceeds from debt issuances - 300,000,000 - 300,000,000 Deferred financing costs - (9,000) - (9,000) Payment of preferred stock dividends - (10,070,000) - (10,070,000) Payment of preferred stock issuance costs - (7,861,000) - (7,861,000) Payment of preferred stock dividends - 240,000 - 240,000 ------------- ------------- --------------- ------------- Net cash flows from financing activities - (21,348,000) - (21,348,000) ------------- ------------- --------------- ------------- INCREASE IN CASH AND CASH EQUIVALENTS 213,000 (11,573,000) - (11,360,000) CASH AND CASH EQUIVALENTS, beginning of period 105,000 20,774,000 - 20,879,000 ------------- ------------- --------------- ------------- CASH AND CASH EQUIVALENTS, end of period $ 318,000 $ 9,201,000 $ - $ 9,519,000 ============= ============= =============== ============= The accompanying notes are an integral part of this consolidating statement. 21

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2002 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated ------------ --------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (7,962,000) $ (8,726,000) $ 7,962,000 $ (8,726,000) Adjustments to reconcile loss to net cash from operating activities: Depreciation and amortization 4,152,000 4,621,000 - 8,773,000 Amortization of debt financing costs, unamortized discount and deferred interest - 1,089,000 - 1,089,000 Deferred income taxes and reduction in valuation reserve on deferred income taxes (1,575,000) (4,312,000) - (5,887,000) Cumulative effect of accounting change 37,771,000 - - 37,771,000 Non-cash compensation to officers - 642,000 - 642,000 Loss on retirement of assets - 150,000 - 150,000 Effect of change in operating assets and liabilities- Trade accounts receivable, net 5,668,000 (14,473,000) - (8,805,000) Due to Corporate/from Subsidiaries 16,218,000 (16,218,000) - - Prepaid expenses and other 179,000 (359,000) - (180,000) Stock subscriptions receivable - (867,000) - (867,000) Other assets 2,699,000 (3,418,000) - (719,000) Accounts payable (260,000) (348,000) - (608,000) Accrued expenses and other 414,000 (4,999,000) - (4,585,000) ------------ ------------ ------------ ------------ Net cash flows from operating activities 57,304,000 (47,218,000) 7,962,000 18,048,000 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of this consolidating statement. 22

RADIO ONE, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2002 (Unaudited) Combined Guarantor Subsidiaries Radio One, Inc. Eliminations Consolidated -------------- ----------------- -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment $ (2,825,000) $ (2,290,000) $ - $ (5,115,000) Investment in Subsidiaries - 7,962,000 (7,962,000) - Equity investments - (392,000) - (392,000) Deposits and payments for station purchases (53,040,000) - - (53,040,000) ------------- ------------- ------------- ------------- Net cash flows from investing activities (55,865,000) 5,280,000 (7,962,000) (58,547,000) ------------- ------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of debt - (130,021,000) - (130,021,000) Proceeds from issuance of debt - 198,875,000 - 198,875,000 Payment of preferred stock dividends - (10,070,000) - (10,070,000) Payment for retirement of stock - (75,000) - (75,000) Proceeds from exercise of stock options - 526,000 - 526,000 ------------- ------------- ------------- ------------- Net cash flows from financing activities - 59,235,000 - 59,235,000 ------------- ------------- ------------- ------------- INCREASE IN CASH AND CASH EQUIVALENTS 1,439,000 17,297,000 - 18,736,000 CASH AND CASH EQUIVALENTS, beginning of period (447,000) 32,562,000 - 32,115,000 ------------- ------------- ------------- ------------- CASH AND CASH EQUIVALENTS, end of period $ 992,000 $ 49,859,000 $ - $ 50,851,000 ============= ============= ============= ============= The accompanying notes are an integral part of this consolidating statement. 23

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following information should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report and the audited financial statements and Management's Discussion and Analysis contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. General The Company's net broadcast revenue is derived primarily from local and national advertisers and, to a much lesser extent, tower rental income, ticket and other revenue related to special events sponsored throughout the year. The Company's net broadcast revenue is affected primarily by the advertising rates our radio stations are able to charge as well as the overall demand for radio advertising time in a market. Advertising rates are based primarily on: . a radio station's audience share in the demographic groups targeted by advertisers, as measured principally by quarterly reports issued by Arbitron; . the number of radio stations in the market competing for the same demographic groups; and . the supply of and demand for radio advertising time. The Company's significant broadcast expenses are (i) employee salaries and commissions, (ii) programming expenses, (iii) advertising and promotion expenses, (iv) rental of premises for studios, (v) rental of transmission tower space and (vi) music license royalty fees. The Company strives to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources and management information systems and the overall programming management function. The Company also uses its multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. The Company generally incurs advertising and promotional expenses to increase its audiences. However, because Arbitron reports ratings on a quarterly basis, any changed ratings and the corresponding effect on advertising revenues tends to lag behind the incurrence of advertising and promotional expenditures. Depreciation and amortization of costs associated with the acquisition of radio stations and interest carrying charges have historically been significant factors in determining the Company's overall profitability. However, with the adoption of SFAS 141 and SFAS 142, amortization will be greatly reduced in 2002 and future periods (see "Recent Accounting Pronouncements" below). The Company calculates same station growth over a particular period by comparing performance of stations owned and/or operated under a local marketing agreement during the current period with the performance of the same stations for the corresponding period in the prior year. However, no station will be included in such a comparison unless it has been owned and/or operated under a local marketing agreement for at least one month of every quarter included in each of the current and corresponding prior-year periods. Performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate (a) broadcast cash flow, (b) EBITDA, and after-tax cash flow. Broadcast cash flow, EBITDA and after-tax cash flow are not measures of performance or liquidity calculated in accordance with GAAP; however, the Company believes that these measures are useful to an investor in 24

evaluating the Company because these measures are widely used in the broadcast industry as a measure of a radio broadcasting company's performance. Nevertheless, broadcast cash flow, EBITDA and after-tax cash flow should not be considered in isolation from nor as substitutes for operating income, net income, or other consolidated income or cash flow statement data computed in accordance with GAAP, nor as a measure of the Company's profitability or liquidity. Despite their limitations, broadcast cash flow and EBITDA are widely used in the broadcasting industry to measure a company's operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, particularly in the case of acquisitions. By eliminating such effects, broadcast cash flow provides a meaningful measure of comparative radio station performance, and EBITDA provides a meaningful measure of overall Company performance after taking into account corporate operating expenses related to the employment of the senior management team and other overhead costs associated with running a large, publicly-traded broadcasting company. Recent Events In April 2002, the Company completed the acquisition of the assets of WHTA-FM (formerly WPEZ-FM), licensed to Hampton, Georgia (formerly licensed to Macon, Georgia), from U.S. Broadcasting Limited Partnership for $56.0 million. The Company had been operating the station under a local marketing agreement since the fourth quarter of 2001. In April 2002, the Company and certain selling stockholders completed an offering of 11,500,000 shares of class D common stock at an offering price of $20.25 per share. Through this offering, the Company issued and sold 10,252,696 shares and received net proceeds of approximately $198.8 million. 25

RESULTS OF OPERATIONS Comparison of periods ended June 30, 2001 to the periods ended June 30, 2002 (all periods are unaudited - all numbers in 000s except per share data). Three months Three months Six months Six months ended ended ended ended June 30, June 30, June 30, June 30, 2001 2002 2001 2002 ------------- -------------- ------------ ------------ STATEMENT OF OPERATIONS DATA: REVENUE: Broadcast revenue $ 70,930 $ 91,035 $ 125,203 $ 156,972 Less: Agency commissions 8,645 10,870 14,993 18,496 ------------- -------------- ------------ ------------ Net broadcast revenue 62,285 80,165 110,210 138,476 ------------- -------------- ------------ ------------ OPERATING EXPENSES: Programming and technical 9,151 12,604 18,007 24,106 Selling, G&A 19,090 24,126 36,206 45,122 Corporate expenses 1,683 3,142 3,523 5,757 Non-cash compensation 237 342 475 642 Depreciation & amortization 30,851 4,351 62,375 8,773 ------------- -------------- ------------ ------------ Total operating expenses 61,012 44,565 120,586 84,400 ------------- -------------- ------------ ------------ Operating income (loss) 1,273 35,600 (10,376) 54,076 INTEREST EXPENSE 14,717 14,810 30,418 31,727 GAIN ON SALE OF ASSETS, net - - 4,272 - OTHER EXPENSE (INCOME), net 596 (547) - (1,065) ------------- -------------- ------------ ------------ (Loss) Income before (benefit) provision for income taxes, extraordinary items, and cumulative (14,040) 21,337 (36,522) 23,414 effect of accounting change (BENEFIT) PROVISION FOR INCOME TAXES (4,633) 8,095 (11,942) 8,911 ------------- -------------- ------------ ------------ Net (loss) income before extraordinary item and cumulative (9,407) 13,242 (24,580) 14,503 effect of accounting change EXTRAORDINARY LOSS ON DEBT RETIREMENT, net of taxes 5,207 - 5,207 - CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of taxes - - - (23,229) ============= ============== ============ ============ Net (loss) income $ (14,614) $ 13,242 $ (29,787) $ (8,726) ============= ============== ============ ============ Net (loss) income applicable to common stockholders $ (19,646) $ 8,207 $ (39,857) $ (18,796) ============= ============== ============ ============ 26

Three months Three months Six months Six months ended ended ended ended June 30, June 30, June 30, June 30, 2001 2001 2001 2001 ------------ ------------ ---------- ---------- BASIC AND DILUTED DATA PER COMMON SHARE: Net income (loss) per share before extraordinary item and cumulative effect of accounting change $ (0.16) $ 0.08 $ (0.40) $ 0.04 Extraordinary item per share (0.06) - (0.06) - Cumulative effect of accounting change per share - - - (0.23) Net income (loss) per share applicable to common stockholders (0.22) $ 0.08 (0.46) (0.19) OTHER DATA: Broadcast cash flow (a) $ 34,044 $ 43,435 $ 55,997 $ 69,248 Broadcast cash flow margin (a) 54.7% 54.2% 50.8% 50.0% EBITDA (b) $ 32,361 $ 40,293 $ 52,474 $ 63,491 EBITDA margin (b) 52.0% 50.3% 47.6% 45.8% After-tax cash flow (c) $ 13,963 $ 21,446 $ 16,078 $ 24,236 Capital expenditures 1,189 3,131 2,840 5,115 Weighted average shares outstanding - basic (d) 88,252 103,497 87,532 98,863 Weighted average shares outstanding - diluted (d) 88,917 104,353 88,036 99,632 SAME STATION RESULTS (e): Net revenue $ 62,285 $ 69,634 $ 110,210 $ 120,323 Broadcast cash flow 34,044 39,186 55,997 62,980 Broadcast cash flow margin 54.7% 56.3% 50.8% 52.3% Net broadcast revenue increased to approximately $80.2 million for the quarter ended June 30, 2002 from approximately $62.3 million for the quarter ended June 30, 2001 or 29%. Net broadcast revenue increased to approximately $138.5 million for the six months ended June 30, 2002 from approximately $110.2 million for the six months ended June 30, 2001 or 26%. Approximately $16.7 million and $9.6 million of the increase for the quarter and six months ended June 30, 2002, respectively, was derived from the Company's August 2001 acquisition of Blue Chip Broadcasting, Inc. Additional revenues were derived from continuing broadcast revenue growth in most of the Company's existing markets. Operating expenses excluding depreciation, amortization and non-cash compensation increased to approximately $39.9 million for the quarter ended June 30, 2002 from approximately $29.9 million for the quarter ended June 30, 2001 or 33%. Operating expenses excluding depreciation, amortization and non-cash compensation increased to approximately $75.0 million for the six months ended June 30, 2002 from approximately $57.7 million for the six months ended June 30, 2001 or 30%. These increases were related to (1) 27

the Company's expansion within the markets in which it operates including increased variable costs associated with increased revenue, (2) start-up and expansion expenses in certain markets with new radio stations or new radio station formats, (3) expenses associated with radio stations the Company has acquired over the past year and (4) higher corporate expenses due to the Company's rapid expansion and the escalating costs associated with operating a national, publicly-traded company, especially insurance costs, health care costs and legal and regulatory fees and expenses. Operating income was approximately $35.6 million for the quarter ended June 30, 2002 compared to approximately $1.3 million for the quarter ended June 30, 2001. Operating income was approximately $54.1 million for the six months ended June 30, 2002 compared to an operating loss of $10.4 million for the six months ended June 30, 2001. These increases in operating income were attributable to higher revenue and lower amortization in the current period than in the corresponding period of the preceding year. Particularly, for the six months ended June 30, 2002, the Company incurred depreciation and amortization expense of approximately $8.8 million compared to approximately $62.4 million for the six months ended June 30, 2001 (see "Recent Accounting Pronouncements" below). Interest expense increased to approximately $14.8 million for the quarter ended June 30, 2002 from approximately $14.7 million for the quarter ended June 30, 2001 or 1%. Interest expense increased to approximately $31.7 million for the six months ended June 30, 2002 from approximately $30.4 million for the six months ended June 30, 2001 or 4%. These increases related primarily to increased bank borrowings associated with the acquisition of Blue Chip Broadcasting, Inc. in August 2001. A total of approximately $130.0 million, which included these bank borrowings, plus additional outstanding debt were paid down in April 2002 with the proceeds of the Company's April 2002 equity offering. As a result, the increases in interest expense due to higher average debt levels for a portion of the second quarter and the six month period were modestly offset by lower interest rates on the Company's bank debt due to lower leverage during most of the second quarter of 2002. Other income increased to approximately $0.5 million for the quarter ended June 30, 2002 compared to a loss of approximately $0.6 million for the quarter ended June 30, 2001. During the second quarter of 2001, the Company took an approximate $1.2 million write down in its investment in NetNoir, Inc. which was partially offset by interest income. Other income increased to approximately $1.1 million for the six months ended June 30, 2002 compared to approximately zero for the six months ended June 30, 2001. This reflects the fact that the Company had no write down in 2002 similar to the one taken in 2001 for NetNoir, Inc. Income before provision for income taxes, extraordinary item and cumulative effect of an accounting change increased to approximately $21.3 million for the quarter ended June 30, 2002 compared to a loss before benefit for income taxes, extraordinary item and cumulative effect of accounting change of approximately $14.0 million for the quarter ended June 30, 2001. Income before provision for income taxes, extraordinary item and cumulative effect of accounting change increased to approximately $23.4 million for the six months ended June 30, 2002 compared to a loss before benefit for income taxes, extraordinary item and cumulative effect of accounting change of approximately $36.5 million for the six months ended June 30, 2001. These increases were due primarily to higher operating income due to higher revenue and lower amortization charges resulting from the adoption of SFAS 142 during the first quarter of 2002 (see "Recent Accounting Pronouncements" below). Income before extraordinary item and cumulative effect of accounting change increased to approximately $13.2 million for the quarter ended June 30, 2002 compared to a loss of approximately $9.4 million for the quarter ended June 30, 2001. Income before extraordinary item and cumulative effect of accounting change increased to approximately $14.5 million for the six months ended June 30, 2002 compared to a loss of approximately $24.6 million for the six months ended June 30, 2001. These increases were due to an increase in income before provision for income taxes and cumulative effect of accounting change from the 28

adoption of SFAS 142 compared to the previous year's loss before benefit for income taxes, partially offset by a provision for income taxes in this year's quarter versus a benefit for income taxes in last year's quarter. Extraordinary loss on retirement of debt was approximately $5.2 million for the quarter and six months ended June 30, 2001, net of income tax benefit of approximately $2.6 million, and was related to the early retirement of the Company's 12% Senior Subordinated Notes. There was no corresponding charge for the quarter or six months ended June 30, 2002. Cumulative effect of accounting change was $23.2 million for the six months ended June 30, 2002, and was due to the write down of certain of the Company's FCC broadcast licenses, net of tax in the amount of $14.6 million, in accordance with the broadcast adoption of SFAS 142, effective January 1, 2002. Net income increased to $13.2 million for the quarter ended June 30, 2002 compared to a loss of approximately $14.6 million for the quarter ended June 30, 2001. This increase was due to the income before provision for income taxes, extraordinary item and cumulative effect of an accounting change compared to the previous year's loss before benefit for income taxes, partially offset by a provision for income taxes in this year's quarter versus a benefit for income taxes in last year's quarter. Net loss decreased to $8.7 million for the six months ended June 30, 2002 compared to approximately $29.8 million for the six months ended June 30, 2001. This decrease was due primarily to the adoption of SFAS 142, as well as the factors discussed above. Broadcast cash flow increased to approximately $43.4 million for the quarter ended June 30, 2002 from approximately $34.0 million for the quarter ended June 30, 2001 or 28%. Broadcast cash flow increased to approximately $69.2 million for the six months ended June 30, 2002 from approximately $56.0 million for the six months ended June 30, 2001 or 24%. These increases were attributable primarily to the increases in net broadcast revenue partially offset by higher operating expenses as described above. EBITDA increased to approximately $40.3 million for the quarter ended June 30, 2002 from approximately $32.4 million for the quarter ended June 30, 2001 or 24%. EBITDA increased to approximately $63.5 million for the six months ended June 30, 2002 from approximately $52.5 million for the six months ended June 30, 2001 or 21%. These increases were attributable primarily to (1) the increase in net broadcast revenue partially offset by higher operating expenses and (2) higher corporate expenses associated with the Company's overall growth as described above. (a) "Broadcast cash flow" is defined as operating income plus corporate expenses, non-cash compensation and depreciation and amortization of both tangible and intangible assets. Broadcast cash flow margin is defined as broadcast cash flow divided by net broadcast revenue. (b) "EBITDA" is defined as broadcast cash flow minus corporate expenses. EBITDA margin is defined as EBITDA divided by net broadcast revenue. (c) "After-tax cash flow" is defined as income before provision/(benefit) for income taxes, extraordinary items and cumulative effect of accounting change plus depreciation and amortization, non-cash compensation, non-cash interest expense and loss/(gain) on investments, less the current income tax provision/(benefit) and preferred stock dividends. (d) As of June 30, 2002, the Company had 103,497,000 shares of common stock outstanding on a weighted average basis and 104,353,000 shares of common stock outstanding for fully diluted purposes. (e) Same station results include results only for those stations owned and/or operated by the Company for at least one month of the three-month period presented. 29

LIQUIDITY AND CAPITAL RESOURCES The Company's primary source of liquidity is cash provided by operations and, to the extent necessary, commitments available under the Company's bank credit facility and other debt or equity financing. The Company has a bank credit facility under which it has borrowed $350.0 million in term loans and may borrow up to $250.0 million on a revolving basis, and from which the Company has historically drawn down funds as capital was required, primarily for acquisitions. As of June 30, 2002, the Company had $250.0 million available to be drawn, subject to the restrictive covenants described below. The credit facility contains covenants limiting the Company's ability to incur additional debt. Such terms also place restrictions on the Company with respect to the sale of assets, liens, investments, dividends, debt repayments, capital expenditures, transactions with affiliates, consolidation and mergers, and the issuance of equity interests, among other things. The credit facility also requires compliance with financial tests based on financial position and results of operations, including a leverage ratio, an interest coverage ratio and a fixed charge coverage ratio, all of which could effectively limit the Company's ability to borrow under the credit facility or to otherwise raise funds in the debt market. The Company has used, and may continue to use, a significant portion of the Company's capital resources to consummate acquisitions. These acquisitions have been and may continue to be funded from (i) the Company's credit facility, (ii) the proceeds of the historical offerings of the Company's common stock, (iii) the proceeds of future equity or debt offerings, and (iv) internally generated cash flow. Six Months Ended June 30, 2001 2002 ---- ---- Net cash flows from operating activities 14,070,000 18,048,000 Net cash flows used in investing activities (4,082,000) (58,547,000) Net cash flows (used in) from financing activities (21,348,000) 59,235,000 The Company's balance of cash and cash equivalents was approximately $32.1 million as of December 31, 2001. The Company's balance of cash and cash equivalents was approximately $50.9 million as of June 30, 2002. This increase resulted from higher operating income and approximately $15.0 million of proceeds from the Company's April 2002 equity offering. Net cash flows from operating activities increased to approximately $18.0 million for the six months ended June 30, 2002 compared to approximately $14.1 million for the six months ended June 30, 2001 or 28%. This increase was due primarily to higher operating income partially offset by an increase in cash used for working capital purposes. Depreciation and amortization expense decreased to approximately $8.8 million for the six months ended June 30, 2002 from approximately $62.4 million for the six months ended June 30, 2001 or 86% due primarily to the adoption of SFAS 142 on January 1, 2002 (see "Recent Accounting Pronouncements" below). Net cash flows used in investing activities was approximately $58.5 million for the six months ended June 30, 2002 compared to approximately $4.1 million for the six months ended June 30, 2001. During the six months ended June 30, 2002, the Company completed the acquisition of the assets of WHTA-FM (formerly WPEZ-FM), in the Atlanta, Georgia market from U.S. Broadcasting Limited Partnership for approximately $56.0 million. During the six months ended June 30, 2001, the Company acquired (i) Nash Communications Corporation, owner and operator of WILD-AM in the Boston, Massachusetts market for approximately $4.5 30

million in cash and 63,492 shares of the Company's class A common stock, (ii) WTLC-AM and the intellectual property of WTLC-FM in the Indianapolis, Indiana market for approximately $8.3 million in cash and (iii) KTXQ-FM (formerly KDGE-FM) in the Dallas, Texas market for approximately $52.6 million in cash. During the six months ended June 30, 2001 the Company completed the sale of (i) KJOI-AM (formerly KLUV-AM) in the Dallas, Texas market for approximately $16.0 million in cash, (ii) WDYL-FM in the Richmond, Virginia market, and two radio stations, WJMZ-FM and WPEK-FM, in the Greenville, South Carolina market for approximately $52.5 million in cash and (iii) WARV-FM in the Richmond, Virginia market for approximately $1.0 million in cash. The Company also made escrow deposits of $5.0 million for the acquisition of Blue Chip Broadcasting, Inc. and $2.8 million for the acquisition of WHTA-FM, in the Atlanta, Georgia market. Net cash flows from financing activities were approximately $59.2 million for the six months ended June 30, 2002 compared to cash flows used in financing activities of approximately $21.3 million for the six months ended June 30, 2001. During the six months ended June 30, 2002, the Company and certain selling shareholders completed an offering of 11,500,000 shares of Class D common stock at an offering price of $20.25 per share. Through this offering, the Company received proceeds of approximately $198.8 million after deducting offering costs. Approximately $130.0 million of the proceeds were used to partially repay amounts outstanding under the Company's credit facility. During the six months ended June 30, 2001, the Company completed the sale of $300.0 million of 8-7/8% Subordinated Notes due July 2011. Approximately $200.0 million of the proceeds were used to partially repay amounts outstanding under the Company's credit facility. Approximately $91.1 million was used to redeem the Company's 12% Senior Subordinated Notes due 2004. As a result of the aforementioned, cash and cash equivalents increased by $18.7 million during the six months ended June 30, 2002 compared to a decrease of approximately $11.4 million during the six months ended June 30, 2001. In addition to debt service and quarterly dividend payments on its 6.5% Convertible Preferred Securities, the Company's principal liquidity requirements are working capital and general corporate purposes, including capital expenditures, and, if appropriate opportunities arise, acquisitions of additional radio stations and/or investments in other media related opportunities. Capital expenditures for the six months ended June 30, 2002 were approximately $5.1 million. The Company believes that its current cash and cash investment balances, as well as anticipated cash flows generated from operations, will be sufficient to meet its working capital, capital expenditure and debt service requirements through at least the next 12 months. RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 142 (SFAS 142) "Goodwill and Other Intangible Assets." SFAS 142 requires a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles will not be amortized into results of operation, but instead, would be reviewed for impairment and written down and charged to results of operations only in the periods in which the carrying value of goodwill and certain intangibles is more than its fair value. The Company began adopting the provisions of this statement on July 1, 2001. The adoption of this accounting standard has eliminated the amortization of goodwill and FCC broadcast licenses commencing January 1, 2002. The Company recorded amortization expense of approximately $55.7 million for the six months ended June 30, 2001, but did not record similar amortization expense for the six months ended June 30, 2002 as a result of the adoption of SFAS 142. 31

FORWARD-LOOKING STATEMENTS This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not historical facts, but rather reflect the Company's current expectations concerning future results and events. You can identify these forward-looking statements by the Company's use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "likely," "may," "estimates" and similar expressions. The Company cannot guarantee that it will achieve these plans, intentions or expectations. Because these statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those forecast or anticipated in the forward-looking statement. These risks, uncertainties and factors include, but are not limited to: . economic conditions, both generally and relative to the radio broadcasting industry; . risks associated with the Company's acquisition strategy; . the highly competitive nature of the broadcast industry; . the Company's high degree of leverage; and . other factors described in the Company's reports on Form 10-K and Form 10-Q. You should not place undue reliance on these forward-looking statements, which reflect the Company's view as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. 32

PART II. OTHER INFORMATION Item 1. Legal Proceedings In November 2001, the Company and certain of its officers and directors were named as defendants in a class action complaint filed in the United States District Court for the Southern District of New York. Similar complaints were filed in the same Court against hundreds of other public companies that conducted initial public offerings of their common stock in the late 1990s. The complaint alleges that the Company's offering documents filed with the SEC in May 1999 and November 1999 contained untrue statements of material fact or omissions of material fact related to the conduct of the underwriters conducting the offerings. The plaintiffs claim that the Company violated Sections 11 and 12 of the Securities Act of 1933. The plaintiffs seek unspecified monetary damages and other relief. The Company believes that these claims are without merit and intends to vigorously defend itself. The Company also maintains directors and officers liability insurance that it believes will be applicable to this litigation, and the Company may also be entitled to indemnification by the underwriters in the event of an adverse result. The Company is from time to time engaged in legal proceedings incidental to its business. The Company does not believe that any legal proceedings that it is currently engaged in, either individually or in the aggregate, will have a material adverse effect on the Company. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders On May 14, 2002, the Company held its Annual Meeting of its holders of common stock pursuant to a Notice of Annual Meeting of Stockholders and Proxy Statement dated April 17, 2002, a copy of which has been previously filed with the Securities and Exchange Commission. Stockholders were asked to vote upon the following proposals: (1) The election of Terry L. Jones and Brian W. McNeill as class A directors to serve until the 2003 annual meeting of stockholders or until their successors are duly elected and qualified. (2) The election of Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong, L. Ross Love and Ronald E. Blaylock as directors to serve until the 2003 annual meeting of stockholders or until their successors are duly elected and qualified. (3) The ratification of the amendment and restatement of the 1999 Stock Option and Restricted Stock Grant Plan increasing the number of shares of class D common stock reserved for issuance under the plan from 3,816,198 shares to 5,816,198 shares. (4) The ratification of the appointment of Arthur Andersen LLP as independent public accountants for the Company for the year ending December 31, 2002. All proposals were adopted by a majority vote of the holders of common stock. The results of the vote tabulation were as follows: 33

Number of Votes --------------- Proposal 1 Class A Class B ---------- ------- ------- Jones For 15,269,815 N/A Withhold Authority 406,915 McNeill For 15,245,965 N/A Withhold Authority 430,815 Proposal 2 ---------- Hughes For 12,886,386 28,674,630 Withhold Authority 2,790,394 Liggins For 12,886,386 28,674,630 Withhold Authority 2,790,394 Armstrong For 15,269,815 28,674,630 Withhold Authority 406,915 Love For 15,269,815 28,674,630 Withhold Authority 406,915 Blaylock For 15,245,965 28,674,630 Withhold Authority 430,815 Proposal 3 ---------- For 6,010,352 28,674,630 Against 8,144,207 Abstain 74,898 Broker Non-Votes 1,446,923 Proposal 4 ---------- For 14,907,168 28,674,630 Against 606,618 Abstain 43,487 Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) EXHIBITS 3.1 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 (File No. 0-25969; Film No. 631638)). 3.1.1 Certificate of Amendment (dated as of September 21, 2000) of the Amended and 34

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 (File No. 0-25969; Film No. 736375)). 3.2 Amended and Restated By-laws of Radio One, Inc., amended as of June 5, 2001 (incorporated by reference to Radio One's Form 10-Q filed August 14, 2001 (File No. 0-25969; Film No. 1714323)). 3.3 Certificate Of Designations, Rights and Preferences of the 6 1/2% 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 (File No. 0-25969; Film No. 698190)). 99.1 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. 99.2 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. (b) REPORTS ON FORM 8-K The Company filed an Item 5 Form 8-K, dated May 5, 2002, for the purpose of (i) announcing its first quarter results and (ii) announcing the completion of its acquisition of WHTA-FM in Atlanta, GA. The Company filed an Item 4 Form 8-K, dated May 30, 2002, to report a change in its independent auditors from Arthur Andersen LLP to Ernst & Young LLP. 35

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RADIO ONE, INC. /s/ Scott R. Royster ---------------------------------------------------- August 13, 2002 Scott R. Royster Executive Vice President and Chief Financial Officer (Principal Financial Officer) 36

Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURUSANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Radio One, Inc. (the "Company") for the period ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alfred C. Liggins, III, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Alfred C. Liggins, III - --------------------------- Alfred C. Liggins, III Chief Executive Officer Radio One, Inc. August 13, 2002

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURUSANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Radio One, Inc. (the "Company") for the period ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott R. Royster, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Scott R. Royster - ---------------------- Scott R. Royster Chief Financial Officer Radio One, Inc. August 13, 2002