SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 5, 2005 (Date of earliest event reported)		Commission File No.: 0-25969

RADIO ONE, INC.

(Exact name of registrant as specified in its charter)

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

5900 Princess Garden Parkway,
7th Floor
Lanham, Maryland 20706
(Address of principal executive offices)

(301) 306-1111
Registrant’s telephone number, including area code

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

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. Results of Operations and Financial Condition.

     On August 4, 2005, Radio One, Inc. issued a press release setting forth the results for its second quarter ended June 30, 2005. A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number				Description
	99.1			Press release dated August 4, 2005: Radio One, Inc. Reports
				Record Second Quarter Results.

SIGNATURE

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

				RADIO ONE, INC.
				/ s / Scott R. Royster
August 5, 2005				Scott R. Royster
				Executive Vice President and Chief Financial Officer
				(Principal Accounting Officer)

Exhibit 99.1

August 4, 2005		Contact:		Scott R. Royster, EVP and CFO
FOR IMMEDIATE RELEASE				(301) 429-2642
Washington, DC

RADIO ONE, INC. REPORTS RECORD
SECOND QUARTER RESULTS

Washington, DC: — Radio One, Inc. (NASDAQ: ROIAK and ROIA) today reported its results for the quarter ended June 30, 2005. Net broadcast revenue was approximately $101.5 million, an increase of 18% from the same period in 2004. Operating income was approximately $46.1 million, an increase of 18% from the same period in 2004. Station operating income¹was approximately $55.3 million, an increase of 15% from the same period in 2004. Net income applicable to common stockholders was approximately $19.8 million or $0.19 per diluted share, an increase of 60% in net income applicable to common stockholders from the same period in 2004. Adjusted EBITDA² was $49.3 million, an increase of 13% from the same period in 2004.

Alfred C. Liggins, III, Radio One’s CEO and President stated, “Our first full quarter with Reach Media turned out to be another very good one for Radio One. We handily outgrew our markets and posted solid results across the board. Additionally, in June, we began to execute our stock repurchase program, which we expect to continue in the upcoming months. With Reach Media and TV One now firmly in place alongside our radio platform, we think that the Company will start to benefit greatly from the sales, programming and promotional synergies that can be derived from cooperation across these three very powerful brands. I have never felt more optimistic about the future of Radio One than I do today.”

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PAGE 2 — RADIO ONE, INC. REPORTS RECORD SECOND QUARTER RESULTS

RESULTS OF OPERATIONS

		Three Months Ended June 30,								Six Months Ended June 30,
		2005				2004				2005				2004
		(unaudited)								(unaudited)
		(in thousands, except per								(in thousands, except per
		share data)								share data)
STATEMENT OF OPERATIONS DATA:
NET BROADCAST REVENUE		$	101,525			$	86,210			$	178,534			$	155,872
OPERATING EXPENSES:
Programming and technical (exclusive of non-cash compensation shown separately below)			17,790				13,395				33,397				27,020
Selling, general and administrative			28,404				24,791				52,326				46,703
Corporate expenses (exclusive of non-cash compensation shown separately below)			5,552				3,716				10,468				7,074
Non-cash compensation			502				594				909				1,517
Depreciation and amortization			3,150				4,561				6,616				8,991
Total operating expenses			55,398				47,057				103,716				91,305
Operating income			46,127				39,153				74,818				64,567
INTEREST INCOME			271				585				743				1,307
INTEREST EXPENSE			17,240				9,748				29,669				19,723
OTHER INCOME (EXPENSE)			33				62				123				144
EQUITY IN NET LOSS OF AFFILIATED COMPANY			304				1,431				763				3,798
Income before provision for income taxes and minority interest			28,887				28,621				45,252				42,497
PROVISION FOR INCOME TAXES			8,525				11,162				15,095				16,247
MINORITY INTEREST IN INCOME OF SUBSIDIARY			518				—				625				—
Net income		$	19,844			$	17,459			$	29,532			$	26,250
Preferred stock dividend			—				5,035				2,761				10,070
Net income applicable to common stockholders4		$	19,844			$	12,424			$	26,771			$	16,180

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PAGE 3 — RADIO ONE, INC. REPORTS RECORD SECOND QUARTER RESULTS

		Three Months Ended June 30,								Six Months Ended June 30,
		2005				2004				2005				2004
		(unaudited)								(unaudited)
		(in thousands, except								(in thousands, except
		per share data)								per share data)
PER SHARE DATA — basic and diluted:
Net income per share		$	0.19			$	0.17			$	0.28			$	0.25
Preferred dividends per share			—				0.05				0.03				0.10
Net income per share applicable to common stockholders			0.19				0.12				0.25				0.15
SELECTED OTHER DATA:
Station operating income1		$	55,331			$	48,024			$	92,811			$	82,149
Station operating income margin (% of net revenue)			55	%			56	%			52	%			53	%
Station operating income reconciliation:
Net income		$	19,844			$	17,459			$	29,532			$	26,250
Plus: Depreciation and amortization			3,150				4,561				6,616				8,991
Plus: Corporate expenses			5,552				3,716				10,468				7,074
Plus: Non-cash compensation			502				594				909				1,517
Plus: Equity in net loss of affiliated company			304				1,431				763				3,798
Plus: Income taxes			8,525				11,162				15,095				16,247
Plus: Minority interest in income of subsidiary			518				—				625				—
Plus: Interest expense			17,240				9,748				29,669				19,723
Less: Interest income			271				585				743				1,307
Less: Other income			33				62				123				144
Station operating income		$	55,331			$	48,024			$	92,811			$	82,149
Adjusted EBITDA2		$	49,310			$	43,776			$	81,557			$	73,702
Adjusted EBITDA reconciliation:
Net income		$	19,844			$	17,459			$	29,532			$	26,250
Plus: Depreciation and amortization			3,150				4,561				6,616				8,991
Plus: Income taxes			8,525				11,162				15,095				16,247
Plus: Interest expense			17,240				9,748				29,669				19,723
Less: Interest income			271				585				743				1,307
EBITDA		$	48,488			$	42,345			$	80,169			$	69,904
Plus: Equity in net loss of affiliated company			304				1,431				763				3,798
Plus: Minority interest in net income of subsidiary			518				—				625				—
Adjusted EBITDA		$	49,310			$	43,776			$	81,557			$	73,702

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PAGE 4 — RADIO ONE, INC. REPORTS RECORD SECOND QUARTER RESULTS

		Three Months Ended June 30,								Six Months Ended June 30,
		2005				2004				2005				2004
		(unaudited)								(unaudited)
		(in thousands, except per								(in thousands, except per
		share data)								share data)
Free cash flow3		$	29,313			$	28,044			$	44,335			$	43,369
Free cash flow reconciliation:
Net income		$	19,844			$	17,459			$	29,532			$	26,250
Plus: Depreciation and amortization			3,150				4,561				6,616				8,991
Plus: Non-cash compensation			502				594				909				1,517
Plus: Non-cash interest expense			2,703				424				3,162				848
Plus: Deferred tax provision			7,517				11,021				13,780				15,962
Plus: Equity in net loss of affiliated company			304				1,431				763				3,798
Plus: Minority interest in income of subsidiary			518				—				625				—
Less: Capital expenditures			5,225				2,411				8,291				3,927
Less: Preferred stock dividends			—				5,035				2,761				10,070
Free cash flow		$	29,313			$	28,044			$	44,335			$	43,369
Weighted average shares outstanding — basic5			105,568				104,954				105,480				104,907
Weighted average shares outstanding — diluted6			105,733				105,546				105,655				105,553

		June 30,				December 31,
		2005				2004
		(unaudited)
SELECTED BALANCE SHEET DATA:		(in thousands)
Cash and cash equivalents		$	16,135			$	10,391
Short term investments			3,000				10,000
Intangible assets, net			2,005,188				1,931,045
Total assets			2,199,019				2,111,141
Total debt (including current portion)			937,523				620,028
Total liabilities			1,135,409				782,696
Total stockholders’ equity			1,062,088				1,328,445
Minority interest in subsidiary			1,522				—

		Current Amount				Applicable Interest
		Outstanding				Rate (b)
		(in thousands)
SELECTED LEVERAGE AND SWAP DATA:
Senior bank term debt (swap matures 6/16/2012)		$	25,000								5.72	%
Senior bank term debt (swap matures 6/16/2010)			25,000								5.52	%
Senior bank term debt (swap matures 6/16/2008)		$	25,000								5.38	%
Senior bank term debt (swap matures 6/16/2007)			25,000								5.33	%
Senior bank term debt (at variable rates) (a)			200,000			approximately					4.69	%
Senior bank term debt (at variable rates) (a)			137,500			approximately					4.69	%
8-7/8% senior subordinated notes (fixed rate)			300,000								8.88	%
6-3/8% senior subordinated notes (fixed rate)			200,000								6.38	%

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PAGE 5 — RADIO ONE, INC. REPORTS RECORD SECOND QUARTER RESULTS

Net broadcast revenue increased to approximately $101.5 million for the quarter ended June 30, 2005 from approximately $86.2 million for the quarter ended June 30, 2004 or 18%. This increase resulted from the consolidation of the 2005 second quarter operating results of Reach Media, Inc. (“Reach Media”), and net broadcast revenue growth in many of Radio One’s markets, including Atlanta, Charlotte, Cleveland, Dallas, Houston, Indianapolis, Raleigh, and Washington DC. Net broadcast revenue growth in these markets was partially offset by revenue declines in other markets, including Baltimore, Detroit, and Los Angeles. Excluding the 2005 second quarter operating results of Reach Media, net broadcast revenue grew 7.1% for the three months ended June 30, 2005. Net broadcast revenue is net of agency commissions of approximately $13.0 million and $12.1 million for the quarters ended June 30, 2005 and 2004, respectively.

Operating expenses excluding depreciation, amortization and non-cash compensation increased to approximately $51.7 million for the quarter ended June 30, 2005 from approximately $41.9 million for the quarter ended June 30, 2004 or 23%. This increase resulted primarily from the consolidation of the 2005 second quarter operating results of Reach Media. This increase was also attributable to on-air talent expenses, sales commissions and national rep fees associated with additional revenue, music royalties, expenses associated with our expanded presence on the Internet, additional corporate staff compensation, and additional professional fees.

Depreciation and amortization expense decreased to $3.2 million for the quarter ended June 30, 2005 from approximately $4.6 million, a decrease of approximately $1.4 million or 31%. The decrease is primarily due to the completion of amortization of Radio One trade names in late 2004, partially offset by additional depreciation for additional capital expenditures made since the second quarter of 2004.

Interest expense increased to approximately $17.2 million for the quarter ended June 30, 2005 from approximately $9.7 million for the quarter ended June 30, 2004 or 77%. This increase relates primarily to the write-off of approximately $2.1 million of deferred financing costs associated with the June 2005 refinancing of our bank credit facilities. The refinancing consisted of entering into $800.0 million of new bank credit facilities, and the simultaneous borrowing of $437.5 million to retire our previous bank credit facilities. Also, in February 2005 we issued $200.0 million of 6 ³ / 8 % senior subordinated notes and borrowed $110.0 million under our previous credit facilities in order to fund the total redemption of our outstanding 6¹/2% Convertible Preferred Remarketable Term Income Deferrable Equity Securities (HIGH TIDES) in the amount of $309.8 million, and the acquisition of 51% of the common stock of Reach Media. The Reach Media acquisition was also partially funded with $25.0 million borrowed under our previous revolving facility and available cash.

Equity in net loss of affiliated company was approximately $304,000 for the quarter ended June 30, 2005, compared to an equity loss of approximately $1.4 million for the quarter ended June 30, 2004, a decrease of approximately $1.1 million, or 79%. This decrease resulted primarily from the modification of our methodology for estimating our equity in the operating results of TV One, LLC during the fourth quarter of 2004.

Income before provision for income taxes and minority interest increased to approximately $28.9 million for the quarter ended June 30, 2005 compared to approximately $28.6 million for the quarter ended June 30, 2004 or 1%. This increase was due primarily to higher operating income of approximately $7.0 million, a decrease in the equity in net loss of affiliated company of approximately $1.1 million, both of which were offset by an increase of net interest expense of approximately $7.8 million, as described above.

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PAGE 6 — RADIO ONE, INC. REPORTS RECORD SECOND QUARTER RESULTS

Provision for income taxes decreased to approximately $8.5 million for the quarter ended June 30, 2005 compared to approximately $11.2 million for the quarter ended June 30, 2004, a decrease of approximately $2.7 million, or 24%. The provision for income taxes decreased primarily due to a favorable change to an Ohio state tax law that was enacted on June 30, 2005. This decrease was also partially offset by increases for the consolidation of the 2005 second quarter operating results of Reach Media, an increase in the reserve for contingencies, and an increase to the effective tax rate resulting from permanent differences between income subject to income tax for book versus tax purposes. Excluding the decrease to the provision for the Ohio tax law change and the increase to the reserve for contingencies, the Company’s effective tax rate as of June 30, 2005 is 40.2%, compared to 39.2% as of June 30, 2004.

Minority interest in income of subsidiary of $518,000 for the quarter ended June 30, 2005 compared to $0 for the quarter ended June 30, 2004 reflects the minority stockholders’ interest in Reach Media’s net income for the quarter ended June 30, 2005, resulting from the February 2005 acquisition of 51% of Reach Media’s common stock.

Net income increased to approximately $19.8 million for the quarter ended June 30, 2005 from approximately $17.5 million for the quarter ended June 30, 2004 or 13%. This increase was due primarily to higher operating income of approximately $7.0 million, an increase in net interest expense of approximately $7.8 million, a decrease in the equity in net loss of affiliated company of approximately $1.1 million, a decrease in the provision for income taxes of approximately $2.6 million, and an increase in the minority interest in income of subsidiary of approximately $518,000.

Station operating income increased to approximately $55.3 million for the quarter ended June 30, 2005 from approximately $48.0 million for the quarter ended June 30, 2004 or 15%. This increase was attributable primarily to the consolidation of the 2005 second quarter operating results of Reach Media, the increase in net broadcast revenue in Radio One markets, offset by smaller increases in operating expenses during the second quarter of 2005 as described above.

Other pertinent financial information for the second quarter of 2005 include capital expenditures of approximately $5.2 million for the quarter June 30, 2005, compared to approximately $2.4 million for the quarter ended June 30, 2004. As of June 30, 2005, Radio One had total debt (net of cash and short term investments balances) of approximately $918.4 million.

Radio One Information and Guidance:

Including the operating results of Reach Media, Radio One expects to report third quarter 2005 net broadcast revenue that will be in the mid to high-teens percent range higher than the approximately $84.4 million of net broadcast revenue for the same period in 2004, and station operating income that will be in the low double digit to mid-teens percent range higher than the approximately $47.2 million of station operating income for the same period in 2004. Excluding the operating results of Reach Media, Radio One expects to report third quarter 2005 net broadcast revenue that will be in the mid-single digit percent range higher than the approximately $84.4 million of net broadcast revenue generated for the same period in 2004, and station operating income in the mid-single digit percent range higher than the approximately $47.2 million generated in the third quarter of 2004.

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PAGE 7 — RADIO ONE, INC. REPORTS RECORD SECOND QUARTER RESULTS

Radio One will hold a conference call to discuss its results for the second quarter of 2005. This conference call is scheduled for Thursday, August 4, 2005 at 10:00 a.m. Eastern Time. Interested parties should call 1-612-288-0340 at least five minutes prior to the scheduled time of the call. The conference call will be recorded and made available for replay from 1:30 p.m. the day of the call until 11:59 p.m. Eastern Time the following day. Interested parties may listen to the replay by calling 1-320-365-3844, access code: 787305. Access to live audio and replay of the conference call will also be available on Radio One’s corporate website at www.radio-one.com. The replay will be made available on the website for the seven day period following the call.

Radio One, Inc. (www.radio-one.com) is the nation’s seventh largest radio broadcasting company (based on 2004 net broadcast revenue) and the largest radio broadcasting company that primarily targets African-American and urban listeners. Radio One owns and/or operates 69 radio stations located in 22 urban markets in the United States and reaches more than 13 million listeners every week. Radio One also owns approximately 36% of TV One, LLC (www.tvoneonline.com), a cable/satellite network programming primarily to African-Americans, which is a joint venture with Comcast Corporation and DIRECTV. Additionally, Radio One owns 51% of the common stock of Reach Media, Inc. (www.blackamericaweb.com), owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner, a leading urban media personality, and programs “XM 169 The POWER” on XM Satellite Radio.

Notes: This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because these statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially, including the absence of a combined operating history with an acquired company or radio station and the potential inability to integrate acquired businesses, need for additional financing, high degree of leverage, seasonal nature of the business, granting of rights to acquire certain portions of the acquired company’s or radio station’s operations, market ratings, variable economic conditions and consumer tastes, as well as restrictions imposed by existing debt and future payment obligations. Important factors that could cause actual results to differ materially are described in Radio One’s reports on Forms 10-K, 10-K/A and 10-Q and other filings with the Securities and Exchange Commission.

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