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 2, 2007 (Date of earliest event reported)

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

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 2, 2007, Radio One, Inc. issued a press release setting forth the unaudited results for its second quarter ended June 30, 2007. 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 2, 2007: Radio One, Inc. Reports Second Quarter Results.

SIGNATURE

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

		RADIO ONE, INC.
		/s/ Scott R. Royster
August 2, 2007		Scott R. Royster
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

August 2, 2007		Contact: Scott R. Royster, EVP and CFO
FOR IMMEDIATE RELEASE		(301) 429-2642
Washington, DC

RADIO ONE, INC. REPORTS
SECOND QUARTER RESULTS

Washington, DC: — Radio One, Inc. (NASDAQ: ROIAK and ROIA) today reported its results for the quarter ended June 30, 2007. Net broadcast revenue was approximately $86.1 million, a decrease of 6% from the same period in 2006. Station operating income¹ was approximately $38.5 million, a decrease of 14% from the same period in 2006. Operating income was approximately $9.8 million, a decrease of 67% from the same period in 2006. Net loss (including one-time impairment charges of $15.9 million related to intangible assets) was approximately ($7.6) million or ($0.08) per diluted share, a decrease from the reported net income of approximately $8.1 million in the same period in 2006.

Alfred C. Liggins, III, Radio One’s CEO and President stated, “While this quarter was another difficult one for the radio industry, I am pleased that, excluding our LA operations, we actually outperformed our markets slightly from a local revenue perspective, which continues to be the foundation for our business. Looking into the third quarter, we may be seeing some signs of improvement although the markets are very choppy, business is booking later and later and significant hurdles remain. Our diversification into a broad-based media company consisting of radio, cable, internet and print is beginning to coalesce, as we continue to identify new and myriad ways to satisfy our advertiser client base. This transition from a pure-play radio company to a media company is longer-term in nature, but I am confident that our team is up to the challenges and opportunities we have before us.”

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Exhibit 99.1

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

RESULTS OF OPERATIONS

		Three Months Ended June 30,								Six Months Ended June 30,
		2007				2006				2007				2006
		(unaudited)								(unaudited)
		(in thousands)								(in thousands)
STATEMENT OF OPERATIONS DATA:
NET BROADCAST REVENUE		$	86,136			$	91,423			$	163,352			$	168,420
OPERATING EXPENSES:
Programming and technical			19,469				18,698				39,093				37,059
Selling, general and administrative			28,205				27,947				53,746				52,397
Corporate expenses			7,810				6,299				15,104				12,969
Non-cash compensation			301				394				557				675
Stock-based compensation			814				1,371				1,668				2,715
Depreciation and amortization			3,870				3,437				7,793				7,378
Impairment of long-lived assets			15,901				—				15,901				—
Total operating expenses			76,370				58,146				133,862				113,193
Operating income			9,766				33,277				29,490				55,227
INTEREST INCOME			294				204				560				541
INTEREST EXPENSE			18,577				18,060				36,645				35,346
EQUITY IN LOSS OF AFFILIATED COMPANY			3,308				453				3,800				934
OTHER INCOME (EXPENSE), NET			—				10				(8	)			(265	)
(Loss)/Income before (benefit)/provision for income taxes, minority interest in income of subsidiaries and discontinued operations			(11,825	)			14,978				(10,403	)			19,223
(BENEFIT)/PROVISION FOR INCOME TAXES			(4,223	)			7,506				(3,892	)			8,813
MINORITY INTEREST IN INCOME OF SUBSIDIARIES			919				364				1,826				1,038
Net (loss)/income from continuing operations			(8,521	)			7,108				(8,337	)			9,372
INCOME FROM DISCONTINUED OPERATIONS, net of tax			905				996				1,466				1,325
Net (loss)/income		$	(7,616	)		$	8,104			$	(6,871	)		$	10,697
Weighted average shares outstanding — basic2			98,711				98,711				98,711				98,706
Weighted average shares outstanding — diluted3			98,825				98,711				98,788				98,722

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Exhibit 99.1

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2007				2006				2007				2006
		(unaudited)								(unaudited)
		(in thousands, except per share data)								(in thousands, except per share data)
PER SHARE DATA — basic and diluted:
Net (loss)/income per share		$	(0.08	)		$	0.08			$	(0.07	)		$	0.11
SELECTED OTHER DATA:
Station operating income		$	38,462			$	44,778			$	70,513			$	78,964
Station operating income margin (% of net revenue)			45	%			49	%			43	%			47	%
Station operating income reconciliation:
Net (loss)/income		$	(7,616	)		$	8,104			$	(6,871	)		$	10,697
Plus: Depreciation and amortization			3,870				3,437				7,793				7,378
Plus: Corporate expenses			7,810				6,299				15,104				12,969
Plus: Non-cash compensation			301				394				557				675
Plus: Stock-based compensation			814				1,371				1,668				2,715
Plus: Equity in loss of affiliated company			3,308				453				3,800				934
Plus: (Benefit)/Provision for income taxes			(4,223	)			7,506				(3,892	)			8,813
Plus: Minority interest in income of subsidiaries			919				364				1,826				1,038
Plus: Interest expense			18,577				18,060				36,645				35,346
Plus: Impairment of long-lived assets			15,901				—				15,901				—
Less: Income from discontinued operations			905				996				1,466				1,325
Less: Interest income			294				204				560				541
Less: Other income/(expense)			—				10				(8	)			(265	)
Station operating income		$	38,462			$	44,778			$	70,513			$	78,964
Adjusted EBITDA4		$	29,537			$	36,724			$	53,176			$	62,340
Adjusted EBITDA reconciliation:
Net (loss)/income		$	(7,616	)		$	8,104			$	(6,871	)		$	10,697
Plus: Depreciation and amortization			3,870				3,437				7,793				7,378
Plus: (Benefit)/Provision for income taxes			(4,223	)			7,506				(3,892	)			8,813
Plus: Interest expense			18,577				18,060				36,645				35,346
Less: Interest income			294				204				560				541
EBITDA		$	10,314			$	36,903			$	33,115			$	61,693
Plus: Equity in loss of affiliated company			3,308				453				3,800				934
Plus: Minority interest in income of subsidiaries			919				364				1,826				1,038
Plus: Impairment of long-lived assets			15,901				—				15,901				—
Less: Income from discontinued operations			905				996				1,466				1,325
Adjusted EBITDA		$	29,537			$	36,724			$	53,176			$	62,340

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Exhibit 99.1

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

		June 30,				December 31,
		2007				2006
		(unaudited)
		(in thousands)
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents		$	25,980			$	32,406
Intangible assets, net			1,958,980				1,978,257
Total assets			2,180,817				2,195,210
Total debt (including current portion)			937,500				937,527
Total liabilities			1,167,559				1,176,963
Total stockholders’ equity			1,011,453				1,018,267
Minority interest in subsidiaries			1,805				(20	)

		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				5.97	%
Senior bank term debt (swap matures 6/16/2010)			25,000				5.77	%
Senior bank term debt (swap matures 6/16/2008)			25,000				5.63	%
Senior bank term debt (at variable rates) (a)			225,000			approximately 6.88		%
Senior bank term debt (at variable rates) (a)			137,500			approximately 6.88		%
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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Exhibit 99.1

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

Net broadcast revenue decreased to approximately $86.1 million for the quarter ended June 30, 2007, from approximately $91.4 million for the quarter ended June 30, 2006, a decline of 6%. The decrease in net broadcast revenue was due primarily to a significant decline in net broadcast revenue from our Los Angeles station, a decline in Reach Media’s net revenue associated with advertising for the Tom Joyner television series which ended in September 2006, and a decline in overall radio industry revenue in the markets in which we operate. These declines were slightly offset by increased net revenue resulting from the consolidation of the April through June 2007 operating results of Giant Magazine, which was acquired in December 2006. Net broadcast revenue is reported net of agency and outside sales representative commissions of approximately $10.3 million and $11.2 million for the quarters ended June 30, 2007 and 2006, respectively.

Operating expenses, excluding depreciation and amortization, stock-based compensation, impairment of long-lived assets and non-cash compensation increased to approximately $55.5 million from approximately $52.9 million for the quarters ended June 30, 2007 and 2006, respectively, an increase of 5%. The increase in operating expenses resulted primarily from legal and professional fees associated with the investigation of our past stock option practices, the consolidation of the April through June 2007 operating results of Giant Magazine, music royalties, research, and new expenses associated with two recently acquired or operated stations. These increased expenses were partially offset by a reduction in television production costs associated with the now ended Tom Joyner television series. Excluding the one-time impairment charge and the operating results of Giant Magazine, operating expenses increased 2% for the three months ended June 30, 2007, compared to the same period in 2006.

Stock-based compensation decreased to approximately $0.8 million from approximately $1.4 million for the quarters ended June 30, 2007 and 2006, respectively, a decline of 41%. Stock-based compensation consists of expenses associated with our January 1, 2006 adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” and expenses associated with restricted stock grants. The decrease in stock-based compensation was due to the completion of the vesting period for certain stock option grants.

Depreciation and amortization expense increased to approximately $3.9 million for the quarter ended June 30, 2007 from approximately $3.4 million for the quarter ended June 30, 2006, an increase of 13%. The increase was primarily due to an increase in amortization for the WMOJ-FM intellectual property acquisition made in September 2006 and an increase in depreciation for capital expenditures made since June 30, 2006.

Impairment of long-lived assets expense was approximately $15.9 million for the quarter ended June 30, 2007, compared to $0 for the same period in 2006. The impairment of intangible assets reflects a charge taken for the impairment of goodwill and radio broadcasting licenses associated with various markets.

Interest expense increased to approximately $18.6 million for the quarter ended June 30, 2007 from approximately $18.1 million for the quarter ended June 30, 2006, a 3% increase. The increase in interest expense during the three months ended June 30, 2007 resulted primarily from fees associated with the operation of WPRS-FM (formerly WXGG-FM) pursuant to a local marketing agreement (LMA). The increase also resulted from higher market interest rates on the variable portion of our debt, which was partially offset by interest savings from debt pay downs made since June 30, 2006, resulting in lower overall net borrowings as of June 30, 2007.

Equity in loss of affiliated company increased to $3.3 million for the quarter ended June 30, 2007 from approximately $0.5 million for the same period in 2006. The increase in the loss is attributable to a step-up in the percentage share of losses in 2007 driven by specialized accounting guidance related to TV One’s current capital structure.

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Exhibit 99.1

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

Income taxes decreased to a benefit of approximately ($4.2) million for the quarter ended June 30, 2007 from a provision of approximately $7.5 million for the quarter ended June 30, 2006. The decrease to the provision was due to lower pre-tax income, valuation allowances for charitable contributions, and the tax treatment of the impairment charge and net operating losses for certain state carryforwards. For the quarter ended June 30, 2007, our effective tax rate is 35.7%; however, excluding the tax impact of certain discrete items specific to the quarter, our effective rate for the quarter ended June 30, 2007 was 46.8%. The discrete items relate to the tax impact of the impairment charge and the cancellation of non-qualified stock options. During the quarter ended June 30, 2006 our effective tax rate was 50.1%. As of June 30, 2007, our annual effective tax rate is projected at 54.8%, which is impacted by the permanent differences between income subject to tax for book purposes versus tax purposes.

Income from discontinued operations, net of tax, was $905,000 for the quarter ended June 30, 2007, compared to $996,000 for the same period in 2006, a decrease of 9%. Income from discontinued operations, net of tax, is due to agreements to sell the assets of all our radio stations in the Dayton market, our Minneapolis station, and five of our six stations in the Louisville market for approximately $104.0 million in cash.

Other pertinent financial information for the quarter ended June 30, 2007 includes capital expenditures of approximately $2.5 million, compared to approximately $3.8 million for the quarter ended June 30, 2006. Additionally, as of June 30, 2007, Radio One had total debt (net of cash balances) of approximately $911.5 million.

In July 2007, we closed on the agreement to acquire the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area, for approximately $2.6 million in seller financing. We had been operating WDBZ-AM pursuant to a LMA since August 2001.

In June 2007, we entered into an agreement to sell the assets of our radio station KTTB-FM, located in the Minneapolis metropolitan area, to Northern Lights Broadcasting, LLC for approximately $28.0 million in cash. We expect to complete this disposition during the second half of 2007.

In May 2007, we entered into an agreement to sell the assets all of our radio stations located in the Dayton market and five of our six radio stations located in the Louisville market to Main Line Broadcasting, LLC for approximately $76.0 million in cash. We expect to complete this disposition during the second half of 2007.

In April 2007, we entered into an agreement to acquire the assets of WPRS-FM (formerly WXGG-FM), a radio station located in the Washington DC metropolitan area, and an LMA with Bonneville International Corporation to operate the radio station pending the completion of the acquisition. We began broadcasting with a contemporary inspirational format to complement our existing presence in the Washington, DC market. We expect to complete this acquisition during the first half of 2008.

Radio One will hold a conference call to discuss its results for the second quarter of 2007. This conference call is scheduled for Thursday August 2, 2007 at 10:00 a.m. Eastern Time. Interested parties should call 612-332-0923 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. Eastern Time the day of the call, until 11:59 p.m. Eastern Time the following day. Interested parties may listen to the replay by calling 320-365-3844; access code 881402. 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 business days following the call.

Radio One, Inc. (www.radio-one.com) is one of the nation’s largest radio broadcasting companies and the largest radio broadcasting company that primarily targets African-American and urban listeners. Pro forma for recently announced transactions, Radio One owns and/or operates 60 radio stations located in 19 urban markets in the United States. Additionally, Radio One owns Magazine One, Inc. (d/b/a Giant Magazine) (www.giantmag.com), interests in TV One, LLC (www.tvoneonline.com), a cable/satellite network programming primarily to African-Americans and Reach Media, Inc. (www.blackamericaweb.com), owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Radio One also operates the only nationwide African-American news/talk network on free radio and programs “XM 169 The POWER,” an African-American news/talk channel, on XM Satellite Radio.

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Exhibit 99.1

PAGE 7 — RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS

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, and 10-Q and other filings with the Securities and Exchange Commission.

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