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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2011	Mar. 23, 2012	Jun. 30, 2011
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Trading Symbol	ROIA
Entity Registrant Name	RADIO ONE, INC.
Entity Central Index Key	0001041657
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 52,600,000
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,731,860
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,861,843
Class C Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,121,048
Class D Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		41,409,667

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
CURRENT ASSETS:
Cash and cash equivalents	$ 35,939	$ 9,192
Short-term investments	761
Trade accounts receivable, net of allowance for doubtful accounts of $3,719 and $3,023, respectively	83,876	58,427
Prepaid expenses	6,934	6,809
Current portion of content assets	27,383
Other current assets	1,487	1,564
Current assets from discontinued operations	90	159
Total current assets	156,470	76,151
PREPAID PROGRAMMING AND DEPOSITS	2,329
CONTENT ASSETS, net	36,605
PROPERTY AND EQUIPMENT, net	33,988	33,041
GOODWILL	272,037	121,502
RADIO BROADCASTING LICENSES	677,407	677,407
OTHER INTANGIBLE ASSETS, net	262,980	40,036
LONG-TERM INVESTMENTS	7,428
INVESTMENT IN AFFILIATED COMPANY		47,470
OTHER ASSETS	3,325	1,981
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS	1,476	1,624
Total assets	1,486,482	999,212
CURRENT LIABILITIES:
Accounts payable	5,626	3,009
Accrued interest	6,703	4,558
Accrued compensation and related benefits	10,981	10,721
Income taxes payable	1,794	1,671
Other current liabilities	12,227	11,704
Current portion of long-term debt	3,860	18,402
Current liabilities from discontinued operations	260	34
Total current liabilities	62,258	50,099
LONG-TERM DEBT, net of current portion and original issue discount	805,044	623,820
OTHER LONG-TERM LIABILITIES	18,521	10,894
DEFERRED TAX LIABILITIES	153,521	89,392
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS	29	37
Total liabilities	1,055,541	774,242
REDEEMABLE NONCONTROLLING INTERESTS	20,343	30,635
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at December 31, 2011 and 2010, respectively
Accumulated other comprehensive loss	(199)	(1,424)
Additional paid-in capital	1,001,840	994,750
Accumulated deficit	(796,156)	(799,045)
Total stockholders' equity	205,535	194,335
Noncontrolling interest	205,063
Total equity	410,598	194,335
Total liabilities, redeemable noncontrolling interests and equity	1,486,482	999,212
LAUNCH ASSETS
CURRENT ASSETS:
INTANGIBLE ASSETS, net	32,437
CONTENT
CURRENT LIABILITIES:
Current portion of content payables	20,807
STOCKHOLDERS' EQUITY:
CONTENT PAYABLES, net of current portion	16,168
Common stock - Class A
STOCKHOLDERS' EQUITY:
Common stock value	3	3
Common stock - Class B
STOCKHOLDERS' EQUITY:
Common stock value	3	3
Common stock - Class C
STOCKHOLDERS' EQUITY:
Common stock value	3	3
Common stock - Class D
STOCKHOLDERS' EQUITY:
Common stock value	$ 41	$ 45

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Trade accounts receivable, allowance for doubtful accounts	$ 3,719	$ 3,023
Convertible preferred stock, par value	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized	1,000,000	1,000,000
Convertible preferred stock, shares outstanding
Common stock - Class A
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	2,731,860	2,863,912
Common stock, shares outstanding	2,731,860	2,863,912
Common stock - Class B
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	2,861,843	2,861,843
Common stock, shares outstanding	2,861,843	2,861,843
Common stock - Class C
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	3,121,048	3,121,048
Common stock, shares outstanding	3,121,048	3,121,048
Common stock - Class D
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	41,409,667	45,541,082
Common stock, shares outstanding	41,409,667	45,541,082

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
NET REVENUE	$ 364,609	$ 279,720	$ 271,877
OPERATING EXPENSES:
Programming and technical, including stock-based compensation of $0, $0 and $88, respectively	115,189	74,852	75,436
Depreciation and amortization	37,069	17,385	20,964
Impairment of long-lived assets	22,331	36,063	65,937
Total operating expenses	339,123	264,447	277,947
Operating income (loss)	25,486	15,273	(6,070)
INTEREST INCOME	354	127	144
INTEREST EXPENSE	88,330	46,834	38,404
(LOSS) GAIN ON RETIREMENT OF DEBT	(7,743)	6,646	1,221
GAIN ON INVESTMENT IN AFFILIATED COMPANY	146,879
EQUITY IN INCOME OF AFFILIATED COMPANY	3,287	5,558	3,653
OTHER EXPENSE, net	324	3,061	104
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and loss from discontinued operations, net of tax	79,609	(22,291)	(39,560)
PROVISION FOR INCOME TAXES	66,686	3,971	7,014
Net income (loss) from continuing operations	12,923	(26,262)	(46,574)
LOSS FROM DISCONTINUED OPERATIONS, net of tax	20	363	1,984
CONSOLIDATED NET INCOME (LOSS)	12,903	(26,625)	(48,558)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	10,014	2,008	4,329
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 2,889	$ (28,633)	$ (52,887)
BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS:
Continuing operations	$ 0.06	$ (0.55)	$ (0.86)
Discontinued operations	0.00	(0.01)	(0.03)
Net loss attributable to common stockholders	0.06	(0.56)	(0.89)
DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS:
Continuing operations	0.06	(0.55)	(0.86)
Discontinued operations	0.00	(0.01)	(0.03)
Net loss attributable to common stockholders	$ 0.06	$ (0.56)	$ (0.89)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	50,739,447	51,509,239	59,465,252
Diluted	52,294,322	51,509,239	59,465,252
Selling, General and Administrative Expense, including stock-based compensation
OPERATING EXPENSES:
Selling, general and administrative, including stock-based compensation	$ 126,684	$ 103,225	$ 90,878
Corporate selling, general and administrative, including stock-based compensation
OPERATING EXPENSES:
Selling, general and administrative, including stock-based compensation	$ 37,850	$ 32,922	$ 24,732

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Programming and Technical Services, including stock-based compensation
Stock-based compensation	$ 0	$ 0	$ 88
Selling, General and Administrative Expense, including stock-based compensation
Stock-based compensation	992	994	321
Corporate selling, general and administrative, including stock-based compensation
Stock-based compensation	$ 4,154	$ 4,805	$ 1,240

- Definition

Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.

+ References + Details

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock Class A	Common Stock Class B	Common Stock Class C	Common Stock Class D	Comprehensive Income	Accumulated Other Comprehensive (Loss) Income	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest
Beginnning Balance at Dec. 31, 2008	$ 272,052	$ 3	$ 3	$ 3	$ 70		$ (2,981)	$ 992,479	$ (717,525)
Consolidated net income (loss)	(52,887)					$ (52,887)			(52,887)
Change in unrealized gain (loss) on derivative and hedging activities, net of taxes	895					895	895
Comprehensive income (loss)						(51,992)
Repurchase common stock	(19,698)				(28)			(19,670)
Vesting of non-employee restricted stock	554							554
Reach media stock return from noncontrolling shareholder	(1,388)							(1,388)
Stock-based compensation expense	1,095							1,095
Adjustment of redeemable noncontrolling interests to estimated redemption value	(4,795)							(4,795)
Ending Balance at Dec. 31, 2009	195,828	3	3	3	42		(2,086)	968,275	(770,412)
Consolidated net income (loss)	(28,633)					(28,633)			(28,633)
Change in unrealized gain (loss) on derivative and hedging activities, net of taxes	662					662	662
Comprehensive income (loss)						(27,971)
Stock-based compensation expense	5,799				3			5,796
Adjustment of redeemable noncontrolling interests to estimated redemption value	20,679							20,679
Ending Balance at Dec. 31, 2010	194,335	3	3	3	45		(1,424)	994,750	(799,045)
Consolidated net income (loss)	10,848					12,903			2,889	$ 7,959
Conversion of 76,486 shares of Class A common stock to Class D common stock
Recognition of noncontrolling interest in TV One	209,410									209,410
Net change in unrealized loss on investment activities	(199)					(199)	(199)
Change in unrealized gain (loss) on derivative and hedging activities, net of taxes	158						158
Termination of interest rate swap	1,266						1,266
Comprehensive income (loss)						$ 12,704
Repurchase common stock \| Common Stock Class A	(73)							(73)
Repurchase common stock \| Common Stock Class D	(9,401)				(4)			(9,397)
Stock-based compensation expense	5,146							5,146
Adjustment of redeemable noncontrolling interests to estimated redemption value	11,414							11,414
Dividends paid to noncontrolling interest	(12,306)									(12,306)
Ending Balance at Dec. 31, 2011	$ 410,598	$ 3	$ 3	$ 3	$ 41		$ (199)	$ 1,001,840	$ (796,156)	$ 205,063

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2009
Conversion of Class A common stock to Class D common stock, shares	76,486
Common Stock Class A
Repurchase of common stock, shares	54,566	34,889
Common Stock Class D
Repurchase of common stock, shares	4,245,567	27,691,398

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$ 12,903	$ (26,625)	$ (48,558)
Adjustments to reconcile consolidated net income (loss) to net cash from operating activities:
Depreciation and amortization	37,069	17,385	20,964
Amortization of debt financing costs	3,750	2,970	2,419
Amortization of content assets	31,539
Write off of debt financing costs		3,055
Deferred income taxes	64,151	1,311	1,996
Gain on investment in affiliated company	(146,879)
Impairment of long-lived assets	22,331	36,063	65,937
Equity in income of affiliated company	(3,287)	(5,558)	(3,653)
Stock-based compensation	5,146	5,799	1,649
Non-cash interest	26,023
Loss (gain) on retirement of debt	7,743	(6,646)	(1,221)
Amortization of contract inducement and termination fee			(1,263)
Effect of change in operating assets and liabilities, net of assets acquired and disposed of:
Trade accounts receivable	2,985	(11,489)	2,431
Prepaid expenses and other assets	3,228	(3,444)	356
Other assets	3,845	7,122	4,824
Accounts payable	(2,823)	(1,153)	840
Accrued interest	2,145	(4,941)	(584)
Accrued compensation and related benefits	(1,640)	474	(146)
Income taxes payable	123	138	1,502
Other liabilities	(13,781)	3,416	(2,751)
Net cash flows provided by (used in) operating activities from discontinued operations	447	(41)	701
Net cash flows provided by operating activities	55,018	17,836	45,443
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(9,445)	(4,322)	(4,528)
Net cash and investments acquired in connection with TV One consolidation	65,245
Purchase of content assets	(23,412)
Purchase of other intangible assets		(342)	(343)
Net cash flows provided by (used in) investing activities	32,388	(4,664)	(4,871)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	378,280	342,000	116,500
Debt refinancing and modification costs	(6,253)	(19,750)	(1,658)
Repurchase of noncontrolling interests	(54,595)
Proceeds from noncontrolling interest member	2,776
Proceeds from issuance of senior subordinated notes		286,794
Repayment of senior subordinated notes		(290,800)	(1,220)
Repayment of credit facility	(356,576)	(339,343)	(136,670)
Repayment of other debt	(1,000)		(153)
Repurchase of common stock	(9,474)		(19,697)
Net cash flows used in financing activities	(60,659)	(23,943)	(42,898)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	26,747	(10,771)	(2,326)
CASH AND CASH EQUIVALENTS, beginning of year	9,192	19,963	22,289
CASH AND CASH EQUIVALENTS, end of year	35,939	9,192	19,963
Cash paid for:
Interest	56,072	48,805	36,568
Income taxes	2,437	2,560	$ 3,639
Reach Media
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividend to noncontrolling interest shareholders of TV One	(1,511)	$ (2,844)
TV One
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividend to noncontrolling interest shareholders of TV One	$ (12,306)

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2011

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Organization

Radio One, Inc. (a Delaware corporation referred to as “Radio One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise that is the largest radio broadcasting operation that primarily targets African-American and urban listeners. We currently own and operate 53 broadcast stations located in 15 urban markets in the United States. While our primary source of revenue is the sale of local and national advertising for broadcast on our radio stations, our operating strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our other media interests include our approximately 51.0% (See Note 2 — Acquisitions) controlling ownership interest in TV One, LLC (“TV One”), an African-American targeted cable television network that we invested in with an affiliate of Comcast Corporation and other investors; our 53.5% ownership interest in Reach Media, Inc. (“Reach Media”), which operates the Tom Joyner Morning Show; our ownership of Interactive One, LLC (“Interactive One”), an online platform serving the African-American community through social content, news, information, and entertainment, which operates a number of branded sites, including News One, UrbanDaily and HelloBeautiful; and our ownership of Community Connect, LLC (formerly Community Connect Inc.) (“CCI”), an online social networking company, which operates a number of branded websites, including BlackPlanet, MiGente and Asian Avenue. CCI is included within the operations of Interactive One. Through our national multi-media presence, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audience.

In December 2009, the Company ceased publication of our urban-themed lifestyle periodical Giant Magazine. Further, as of June 2011, our remaining Boston radio station was made the subject of a local marketing agreement (“LMA”) whereby we have made available, for a fee, air time on this station to another party. The remaining assets and liabilities of Giant Magazine, as well as stations sold or stations that we do not operate that are the subject of an LMA, have been classified as discontinued operations as of December 31, 2011 and 2010, and Giant Magazine’s and the Boston station’s results from operations for the years ended December 31, 2011, 2010 and 2009, have been reclassified as discontinued operations in the accompanying consolidated financial statements.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Internet; and (iv) Cable Television (See Note 19 – Segment Information.)

(b) Basis of Presentation

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States and require management to make certain estimates and assumptions. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. The Company bases these estimates on historical experience, current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with the continuing economic weakness and disruption in financial markets increase the possibility that actual results may differ from these estimates.

(c) Principles of Consolidation

The consolidated financial statements include the accounts of Radio One and subsidiaries in which Radio One has a controlling interest. In February 2005, the Company acquired a controlling interest in Reach Media and began consolidating Reach Media for financial reporting purposes. Beginning on April 14, 2011, the Company began to account for TV One on a consolidated basis after having executed an amendment to the TV One operating agreement with the remaining members of TV One concerning certain governance issues. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. The equity method of accounting is used for investments in affiliates over which Radio One has significant influence (ownership between 20% and 50%), but does not control the affiliate. Investments in affiliates in which Radio One cannot exercise significant influence (ownership interest less than 20%) are accounted for using the cost method.

Prior to the consolidation date of TV One, the Company accounted for its investment in TV One under the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) 323, “Investments – Equity Method and Joint Ventures.” The Company had adjusted the carrying amount of its investment to recognize the change in Radio One’s claim on the net assets of TV One resulting from income or losses of TV One, as well as other capital transactions of TV One using a hypothetical liquidation at book value approach.

(d) Cash and Cash Equivalents

Cash and cash equivalents consist of cash, repurchase agreements and money market funds at various commercial banks that have original maturities of 90 days or less. Investments with contractual maturities of 90 days or less from the date of original purchase are classified as cash and cash equivalents. For cash and cash equivalents, cost approximates fair value.

(e) Trade Accounts Receivable

Trade accounts receivable is recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s estimate of the amount of probable losses in the Company’s existing accounts receivable. The Company determines the allowance based on the aging of the receivables, the impact of economic conditions on the advertisers’ ability to pay and other factors. Inactive delinquent accounts that are past due beyond a certain amount of days are written off and often pursued by other collection efforts. Bankruptcy accounts are immediately written off upon receipt of the bankruptcy notice from the courts.

(f)	Goodwill and Radio Broadcasting Licenses

In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. In accordance with ASC 350, “Intangibles - Goodwill and Other,” goodwill and radio broadcasting licenses are not amortized, but are tested annually for impairment at the reporting unit level and unit of accounting level, respectively. We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. With the assistance of a third-party valuation firm, we test for license impairment at the unit of accounting level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about projected revenue growth, future operating margins, discount rates and terminal values. In testing for goodwill impairment, we follow a two-step approach, also relying primarily on the income approach that first estimates the fair value of the reporting unit. If the carrying value of the reporting unit exceeds its fair value, we then determine the implied goodwill after allocating the reporting unit’s fair value of assets and liabilities in accordance with ASC 805-10, “Business Combinations.” Any excess of carrying value of the reporting unit’s goodwill balance over its respective implied goodwill is written off as a charge to operations. We then perform a market-based reasonableness test by comparing the average implied multiple arrived at based on our cash flow projections and estimated fair values to multiples for actual recently completed sale transactions and by comparing our estimated fair values to the market capitalization of the Company.

For the three years ended December 31, 2011, 2010 and 2009, the Company recorded broadcasting license and goodwill impairment charges of approximately $14.5 million, $36.1 million, $65.6 million, respectively. See Note 5 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets for a further discussion of impairment considerations for the financial statement periods presented.

(g) Impairment of Long-Lived Assets, Excluding Goodwill and Radio Broadcasting Licenses

The Company accounts for the impairment of long-lived intangible assets, excluding goodwill and radio broadcasting licenses, in accordance with ASC 360, “Property, Plant and Equipment.” Long-lived intangible assets, excluding goodwill and radio broadcasting licenses, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration in operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted future cash flows. The discount rate used in any estimate of discounted cash flows would be the rate of return for a similar investment of like risk. During 2011, impairment indicators existed for Reach Media and Columbus and, as a result, we performed impairment testing for asset groups within these reporting units. The Company recorded impairment charges of approximately $7.8 million related to the long-lived assets of Reach Media during 2011. The Company reviewed other intangibles during 2010 and concluded that no impairment to the carrying value of the other intangibles was required. For the year ended December 31, 2009, $297,000 was recorded for impairment of intangible assets other than goodwill and FCC licenses.

(h) Financial Instruments

Financial instruments as of December 31, 2011 and 2010 consisted of cash and cash equivalents, investments, trade accounts receivable, accounts payable, accrued expenses, note payable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2011 and 2010, except for the Company’s outstanding senior subordinated notes. The 6⅜% Senior Subordinated Notes due February 2013 had a carrying value of $747,000 and a fair value of approximately $710,000 as of December 31, 2011, and a carrying value of $747,000 and a fair value of approximately $672,000 as of December 31, 2010. The 12¹/₂%/15% Senior Subordinated Notes due May 2016 had a carrying value of $312.8 million and a fair value of approximately $262.8 million as of December 31, 2011, and a carrying value of $286.8 million and a fair value of approximately $278.2 million as of December 31, 2010. The fair values were determined based on the trading values of these instruments as of the reporting date.

(i) Derivative Financial Instruments

The Company recognizes all derivatives at fair value in the balance sheet as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item are recognized in the statement of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the statement of operations when the hedged item affects net income. If a derivative does not qualify as a hedge, it is marked to fair value through the statement of operations. (See Note 10 – Derivative Instruments and Hedging Activities.)

(j) Revenue Recognition

Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising when a commercial is broadcast and is reported, net of agency and outside sales representative commissions, in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $31.8 million, $32.0 million and $28.4 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Interactive One, the primary driver of revenue in our internet segment, generates the majority of the Company’s internet revenue, and derives such revenue principally from advertising services, including advertising aimed at diversity recruiting. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases or leads are reported, or ratably over the contract period, where applicable.

TV One, the driver of revenues in our Cable Television segment, derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. TV One also receives affiliate fees and records revenue during the term of various affiliation agreements at levels appropriate for the most recent subscriber counts reported by the applicable affiliate.

(k) Barter Transactions

The Company provides broadcast advertising time in exchange for programming content and certain services and accounts for these exchanges in accordance with ASC 605, “Revenue Recognition.” The terms of these exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time in exchange for cash. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the years ended December 31, 2011, 2010 and 2009, barter transaction revenues were approximately $3.2 million, $3.2 million and $3.2 million, respectively. Additionally, barter transaction costs were reflected in programming and technical expenses and selling, general and administrative expenses of approximately $3.0 million, $2.9 million and $3.0 million, and $238,000, $244,000 and $166,000, for the years ended December 31, 2011, 2010 and 2009, respectively.

(l) Network Affiliation Agreements

The Company has network affiliation agreements classified as Other Intangible Assets. These agreements are amortized over their useful lives. Losses on contract terminations are determined based on the specifics of each contract in accordance with ASC 920-350, “Entertainment Broadcasters.” (See Note 5 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets.)

(m) Advertising and Promotions

The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses, including expenses related to discontinued operations, were approximately $12.0 million, $5.1 million and $4.9 million for the years ended December 31, 2011, 2010 and 2009, respectively. Total advertising and promotional expenses for continuing operations, for the years ended December 31, 2011, 2010 and 2009, were approximately $12.0 million, $5.1 million and $4.8 million, respectively.

(n) Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Under ASC 740, deferred tax assets or liabilities are computed based upon the difference between financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. The Company has provided a valuation allowance on its net deferred tax assets where it is more likely than not such assets will not be realized. The Company maintains certain deferred tax liabilities that cannot be used to offset deferred tax assets and, therefore, does not consider these attributes in evaluating the realizability of its deferred tax assets. Deferred income tax expense or benefits are based upon the changes in the asset or liability from period to period.

(o) Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation.” Under the provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the award’s fair value as calculated by the Black-Scholes (“BSM”) valuation option-pricing model and is recognized as expense ratably over the requisite service period. The BSM incorporates various highly subjective assumptions including expected stock price volatility, for which historical data is heavily relied upon, expected life of options granted, forfeiture rates and interest rates. (See Note 13 – Stockholders’ Equity.)

(p) Comprehensive Income (Loss)

The Company’s comprehensive income (loss) consists of net income (loss) and other items recorded directly to the equity accounts. The objective is to report a measure of all changes in equity of an enterprise that result from transactions and other economic events during the period, other than transactions with owners. The Company’s comprehensive income (loss) consists of gains and losses on derivative instruments that qualify for cash flow hedge treatment and unrealized gains and losses on investment activities.

The following table sets forth the components of comprehensive income (loss):

	For the Years Ended December 31,
	2011			2010			2009
	(In thousands)

Consolidated net income (loss)	$	12,903		$	(26,625	)	$	(48,558	)
Other comprehensive income (loss) (net of tax of $0 for all periods):
Investment activities		(199	)		—			—
Derivative and hedging activities		1,426			662			895
Comprehensive income (loss)		14,130			(25,963	)		(47,663	)
Comprehensive income attributable to the noncontrolling interests		10,014			2,008			4,329
Comprehensive income (loss) attributable to common stockholders	$	4,116		$	(27,971	)	$	(51,992	)

(q) Segment Reporting and Major Customers

In accordance with ASC 280, “Segment Reporting,” and given its diversification strategy, the Company has determined it has four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Internet; and (iv) Cable Television. These four segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

The Radio Broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show and related activities. The Internet segment includes the results of our online business. The Cable Television segment consists of TV One’s results of operations. Corporate/Eliminations/Other represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. Intercompany revenue earned and expenses charged between segments are recorded at fair value and eliminated in consolidation.

During and prior to 2009, we derived a significant portion of our net revenue from a single customer, Radio Networks, a media representation firm which was owned by Citadel (the subsidiary was subsequently acquired by Cumulus Media, Inc. in September 2011). During those years, Reach Media derived a substantial majority of its net revenue from a sales representation agreement (the “Sales Representation Agreement”) with Radio Networks. The Sales Representation Agreement provided for Radio Networks to act as Reach Media’s sales representative primarily for advertising airing on 106 affiliate radio stations broadcasting the Tom Joyner Morning Show, and to also serve as its sales representative for internet and events sales. The Sales Representation Agreement provided for Radio Networks to retain a portion of Reach Media’s advertising revenues only after satisfying certain revenue guarantee obligations to Reach Media. Further, but to a lesser extent, in accordance with ASC 605, “Revenue Recognition,” revenue for Company owned radio stations is also generated from Radio Networks for barter agreements whereby the Company provided advertising time in exchange for programming content (the “RN Barter Revenue”). As a result of our 53.5% ownership of Reach Media, we consolidate net revenue derived by Reach Media from the Sales Representation Agreement into our financial statements. For the year ended December 31, 2009, net revenue attributable to the Sales Representation Agreement and the RN Barter Revenue accounted for 11.9% of our total consolidated net revenues. No single customer accounted for over 10% of our consolidated net revenues during the years ended December 31, 2011 and 2010.

A Sales Representation Agreement was executed in November 2009 to replace the old agreement, whereby, effective January 1, 2010, Citadel began only selling advertising inventory outside the Tom Joyner Morning Show. As an inducement for Reach Media to enter into the new Sales Representation Agreement, Citadel transferred its noncontrolling ownership interest in Reach Media to Reach Media. This ownership interest was part of the original agreement signed in 2003. As a result of classifying these shares as treasury stock, this transaction effectively increased Radio One’s common stock interest in Reach Media to 53.5%. In exchange for the returned ownership interest, Reach Media issued a $1.0 million promissory note payable to Radio Networks that was due and paid in December 2011. Under the terms of the agreement, Reach Media had the option to terminate the agreement effective December 31, 2011 by giving at least 90 days written notice prior to this date. In September 2011, Reach Media exercised its option and gave notice of its intention to terminate the agreement effective December 31, 2011. Reach Media entered into a new Sales Representation Agreement with Radio Networks on November 11, 2011. The new agreement is for a three year term commencing on January 1, 2012 and ending on December 31, 2014. Either party has the right to terminate the new agreement effective December 31, 2013 by giving at least 90 days written notice prior to December 31, 2013. The terms of the new agreement, regarding sales representation, are substantially the same as the prior agreement.

(r) Earnings Per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of potential dilutive common shares outstanding during the period using the treasury stock method.

The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect.

(s) Discontinued Operations

For those businesses where management has committed to a plan to divest or discontinue operations, each business is valued at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value, a loss is recognized. The fair values are estimated using accepted valuation techniques such as a discounted cash flow model, valuations performed by third parties, earnings multiples, or indicative bids, when available. A number of significant estimates and assumptions are involved in the application of these techniques, including the forecasting of markets and market share, revenues, costs and expenses, and multiple other factors. Management considers historical experience and all available information at the time the estimates are made. However, the fair values that are ultimately realized upon the sale of the businesses to be divested may differ from the estimated fair values reflected in the consolidated financial statements.

Businesses to be divested or operationally cease are classified in the consolidated financial statements as discontinued operations. For businesses classified as discontinued operations, the balance sheet amounts and statement of operations results are reclassified from their historical presentation to assets and liabilities of discontinued operations on the consolidated balance sheet and to discontinued operations in the consolidated statement of operations for all periods presented. The gains or losses associated with these divested or ceased businesses are recorded in income or loss from discontinued operations on the consolidated statement of operations. The consolidated statement of cash flows is also reclassified for discontinued operations for all periods presented. For businesses reclassified as discontinued, management does not expect any continuing involvement with these businesses.

(t) Fair Value Measurements

We report our financial and non-financial assets and liabilities measured at fair value on a recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

As of December 31, 2011 and 2010, the fair values of our financial liabilities measured at fair value on a recurring basis are categorized as follows:

	Total		Level 1		Level 2		Level 3
	(In thousands)
As of December 31, 2011
Assets subject to fair value measurement:
Fixed maturity securities – available for sale:
Corporate debt securities	$	7,178	$	7,178	$	—	$	—
Government sponsored enterprise mortgage-backed securities		1,011		—		1,011		—
Total fixed maturity securities (a)		8,189		7,178		1,011		—
Total	$	8,189	$	7,178	$	1,011	$	—

Liabilities subject to fair value measurement:
Incentive award plan (b)	$	5,096	$	—	$	—	$	5,096
Employment agreement award (c)		10,346		—		—		10,346
Total	$	15,442	$	—	$	—	$	15,442

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (d)	$	20,343	$	—	$	—	$	20,343

As of December 31, 2010
Liabilities subject to fair value measurement:
Interest rate swaps (e)	$	1,426	$	—	$	1,426	$	—
Employment agreement award (c)		6,824		—		—		6,824
Total	$	8,250	$	—	$	1,426	$	6,824

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (d)	$	30,635	$	—	$	—	$	30,635

(a) Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, fair values are estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

(b) These balances are measured based on the estimated enterprise fair value of TV One. As of December 31, 2010, the Company determined the enterprise fair value of TV One based on the price paid to repurchase interests from certain investors. As of December 31, 2011, a third-party valuation firm assisted the Company in determining TV One’s fair value.

(c) Pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award amount equal to 8% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One and an assessment of the probability that the employment agreement will be renewed and contain this provision. The Company’s obligation to pay the award will be triggered only after the Company’s recovery of the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s membership interest in TV One. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. In calculating the fair value of the award as of December 31, 2010, the Company utilized the value assessed for TV One in connection with the buyout of financial investors. As of December 31, 2011, a third-party valuation firm assisted the Company in determining TV One’s fair value. (See Note 10 – Derivative Instruments and Hedging Activities.) The Company is currently in negotiations with the Company’s CEO for a new employment agreement. Until such time as his new employment agreement is executed, the terms of his April 2008 employment agreement remain in effect including eligibility for the TV One award.

(d) Redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in calculating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

(e) Based on London Interbank Offered Rate (“LIBOR”).

The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2010 and 2011:

	Incentive Award Plan			Employment Agreement Award			Redeemable Noncontrolling Interests
	(In thousands)

Balance at December 31, 2009	$	—		$	4,657		$	52,225
Losses included in earnings (unrealized)		—			2,167			—
Net income attributable to noncontrolling interests		—			—			2,008
Dividends paid to noncontrolling interests		—			—			(2,844	)
Change in fair value		—			—			(20,754	)
Balance at December 31, 2010	$	—		$	6,824		$	30,635
Losses (gains) included in earnings (unrealized)		—			3,522			—
Net income attributable to noncontrolling interests		—			—			2,055
Dividends paid to noncontrolling interests		—			—			(1,511	)
Recognition of TV One management incentive award plan in connection with the consolidation of TV One		6,428			—			—
Change in fair value		(1,332	)		—			(10,836	)
Balance at December 31, 2011	$	5,096		$	10,346		$	20,343

The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date	$	—		$	(3,522	)	$	—

Losses included in earnings were recorded in the consolidated statement of operations as corporate selling, general and administrative expenses for the year ended December 31, 2011.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. Other than certain Reach Media definite-lived intangible assets, the Company concluded that these assets were not impaired during the year ended December 31, 2011, and, therefore, were reported at carrying value as opposed to fair value.

As of December 31, 2011, the total recorded carrying values of goodwill and radio broadcasting licenses were approximately $272.0 million and $677.4 million, respectively. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” and in connection with its annual impairment testing performed in October 2011, the Company recorded an impairment charge of approximately $14.5 million, thus reducing the total carrying value of goodwill to approximately $272.0 million as of December 31, 2011. A description of the Level 3 inputs and the information used to develop the inputs is discussed in Note 5 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets.

(u) Software and Web Development Costs

The Company capitalizes direct internal and external costs incurred to develop internal-use computer software during the application development stage pursuant to ASC 350-40, “Intangibles – Goodwill and Other.” Internal-use software is amortized under the straight-line method using an estimated life of three years. All web development costs incurred in connection with operating our websites are accounted for under the provisions of ASC 350-40, unless a plan exists or is being developed to market the software externally. The Company has no plans to market software externally.

(v) Redeemable noncontrolling interests

Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

(w) Investments

Investment Securities

Investments consist primarily of U.S. government and corporate fixed maturity securities and mortgage-backed securities.

Investments with original maturities in excess of three months and less than one year are classified as short-term investments. Long-term investments have original maturities in excess of one year.

Debt securities are classified as “available-for-sale” and reported at fair value. Investments in available-for-sale fixed maturity securities are classified as either current or noncurrent assets based on their contractual maturities. Fixed maturity securities are carried at estimated fair value based on quoted market prices for the same or similar instruments. Investment income is recognized when earned and reported net of investment expenses. Unrealized gains and losses are excluded from earnings and are reported as a separate component of accumulated other comprehensive income (loss) until realized, unless the losses are deemed to be other than temporary. Realized gains or losses, including any provision for other-than-temporary declines in value, are included in the statements of operations. For purposes of computing realized gains and losses, the specific-identification method of determining cost was used.

Evaluating Investments for Other than Temporary Impairments

The Company periodically performs evaluations, on a lot-by-lot and security-by-security basis, of its investment holdings in accordance with its impairment policy to evaluate whether any declines in the fair value of investments are other than temporary. This evaluation consists of a review of several factors, including but not limited to: length of time and extent that a security has been in an unrealized loss position, the existence of an event that would impair the issuer’s future earnings potential, and the near-term prospects for recovery of the market value of a security. The FASB has issued guidance for recognition and presentation of other than temporary impairment (“OTTI”), or FASB OTTI guidance. Accordingly, any credit-related impairment of fixed maturity securities that the Company does not intend to sell, and is not likely to be required to sell, is recognized in the consolidated statements of operations, with the noncredit-related impairment recognized in accumulated other comprehensive income (loss).

For fixed maturity securities where fair value is less than amortized cost, and where the securities are not deemed to be credit-impaired, the Company has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis. If such an assertion had not been made, the security’s decline in fair value would be deemed to be other than temporary and the entire difference between fair value and amortized cost would be recognized in the statements of operations.

For fixed maturity securities, a critical component of the evaluation for OTTI is the identification of credit-impaired securities, where the Company does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the security. The difference between the present value of projected future cash flows expected to be collected and the amortized cost basis is recognized as credit-related OTTI in the statements of income. If fair value is less than the present value of projected future cash flows expected to be collected, the portion of OTTI related to other than credit factors is reduced in accumulated other comprehensive income (loss).

In order to determine the amount of credit loss for a fixed maturity security, the Company calculates the recovery value by performing a discounted cash flow analysis based on the present value of future cash flows expected to be received. The discount rate is generally the effective interest rate of the fixed maturity security prior to impairment.

When determining the collectability and the period over which the fixed maturity security is expected to recover, the Company considers the same factors utilized in its overall impairment evaluation process described above.

The Company believes that it has adequately reviewed its investment securities for OTTI and that its investment securities are carried at fair value. However, over time, the economic and market environment (including any ratings change for any such securities, including US treasuries and corporate bonds) may provide additional insight regarding the fair value of certain securities, which could change management’s judgment regarding OTTI. This could result in realized losses relating to other than temporary declines being charged against future income. Given the judgments involved, there is a continuing risk that further declines in fair value may occur and material OTTI may be recorded in future periods.

(x) Launch Support

TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch assets are assets used to initiate carriage under new affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. The weighted-average amortization period for launch support is approximately 3.6 years. For the year ended December 31, 2011, launch asset amortization of approximately $7.1 million was recorded as a reduction of revenue.

(y) Content Assets

TV One has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to perpetuity. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing.

Program rights are recorded at the lower of amortized cost or estimated net realizable value. Program rights are amortized based on the greater of the usage of the program or term of license. Estimated net realizable values are based on the estimated revenues directly associated with the program materials and related expenses. The Company recorded an additional approximately $4.4 million of amortization expense as a result of evaluating its contracts for recoverability as of December 31, 2011. All produced and co-produced content is classified as a long-term asset. The portion of the unamortized licensed content balance that will be amortized within one year is classified as a current asset.

(z) Prepaid Programming and Deposits

Prepaid programming and deposits represent deposits made for the acquisition of TV One programming rights and the production of content that have not been recorded as content assets as the license period has not begun and the asset is not available for its first airing.

(aa) Impact of Recently Issued Accounting Pronouncements

In December 2010, the FASB issued ASU 2010-29, which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period. ASU 2010-29 is effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.

In September 2011, the FASB issued ASU 2011-08, which provides companies with an option to perform a qualitative assessment that may allow them to skip the two-step impairment test. ASU 2011-08 amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this is the case, companies will need to perform a more detailed two-step goodwill impairment test which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect such adoption will have a material impact on the Company’s results of operations, financial condition or its disclosures.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which was subsequently modified in December 2011 by ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This ASU amends existing presentation and disclosure requirements concerning comprehensive income, most significantly by requiring that comprehensive income be presented with net income in a continuous financial statement, or in a separate but consecutive financial statement. The provisions of this ASU (as modified) are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

(ab) Liquidity and Uncertainties Related to Going Concern

On March 31, 2011, the Company entered into a new senior credit facility (the “2011 Credit Agreement”). Under the 2011 Credit Agreement, beginning June 30, 2011, we became required to maintain compliance with certain financial ratios (as detailed in Note 11 — Long-Term Debt below). Based on our current projections, we expect to be in compliance with these financial ratios and other covenants over the next twelve months.

The Company continually projects its anticipated cash needs, which include, but are not limited to, its operating needs, capital requirements and principal and interest payments on its indebtedness. Management’s most recent revenue, operating income and cash flow projections considered the recent gradual improvement in both the economy and advertising environment. Our first quarter 2012 results are consistent with these projections and compare more favorably to prior periods during which the economic downturn persisted. As of the filing of this Form 10-K, management believes the Company can meet its liquidity needs through at least December 31, 2012 with cash and cash equivalents on hand, projected cash flows from operations and, to the extent necessary, through additional borrowing available under the 2011 Credit Agreement.

Management’s projections are highly dependent on the continuation of the recently improving economic and advertising environments across all media the Company serves, and any adverse fluctuations, or other unforeseen circumstances, may negatively impact the Company’s operations beyond those assumed. The Company is projecting revenue growth in 2012, which reflects overall growth expected for the broadcasting industry as a whole, and growth in several markets in excess of overall market expectations based on strategic investments we made in 2011 that we believe will provide above-market returns in 2012. Management considered the risks that the current economic conditions may have on its liquidity projections, as well as the Company’s ability to meet its debt covenant requirements. If economic conditions deteriorate unexpectedly or do not continue to rebound, if we are not successful in our strategy in various markets to outperform the market, or if other adverse factors outside the Company’s control arise, our operations could be negatively impacted, which could reduce, negate or even prevent the Company from maintaining compliance with its debt covenants. If it appears that we could not meet our liquidity needs or that noncompliance with debt covenants is likely to result, the Company would implement several remedial measures, which could include further operating cost and capital expenditure reductions and deferrals. We believe such measures would allow us to maintain compliance with our debt covenants at least through the next twelve months.

ACQUISITIONS

12 Months Ended

Dec. 31, 2011

ACQUISITIONS

2. ACQUISITIONS:

In July 2007, the Company purchased the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area, for approximately $2.6 million financed by the seller. Since August 2001 and up until closing the station had been operated under an LMA, and the results of its operations had been included in the Company’s consolidated financial statements since the LMA. The station was consolidated with the Company’s existing Cincinnati operations in 2001. In accordance with ASC 350, “Intangibles -Goodwill and Other,” for the years ended 2010 and 2009, we recorded an impairment charge for radio broadcasting licenses and goodwill, and intellectual property for all stations in the Cincinnati market by approximately $0 and $3.3 million, respectively. (See Note 5 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets and Note 14 — Related Party Transactions.)

On February 25, 2011, TV One completed a privately placed debt offering of $119 million (the “Redemption Financing”). The Redemption Financing is structured as senior secured notes bearing a 10% coupon and due in 2016. Subsequently, on February 28, 2011, TV One utilized $82.4 million of the Redemption Financing to repurchase 15.4% of its outstanding membership interests from certain of its financial investors and 2.0% of its outstanding membership interests held by TV One management (representing approximately 50% of interests held by management). Beginning on April 14, 2011, the Company began to account for TV One on a consolidated basis after having executed an amendment to the TV One operating agreement with the remaining members of TV One concerning certain governance issues. The Company’s preliminary purchase price allocation consisted of approximately $61.2 million to current assets, $39.0 million to launch assets, $2.4 million to fixed assets, $204.1 million to indefinite-lived intangibles (goodwill and TV One brand), $287.3 million to definite-lived intangibles (content assets, acquired advertising contracts, advertiser relationships, affiliation agreements, etc.), $225.7 million to liabilities (including the $119.0 million in debt discussed above) and $203.0 million in noncontrolling interests. In accordance with accounting standards applicable to business combinations, the Company recorded the assets and liabilities of TV One at fair value as of April 14, 2011. The Company recognized an after-tax gain of approximately $146.9 million during the second quarter of 2011 associated with the transaction. The gain is computed as the difference between the carrying value of the Company’s investment in TV One prior to date of consolidation and the fair value of Radio One’s interest in TV One as of the consolidation date. Finally, on April 25, 2011, TV One utilized the balance of the Redemption Financing to repurchase 12.4% of its outstanding membership interests from DIRECTV. These redemptions by TV One increased Radio One’s ownership interest in TV One from 36.8% to approximately 50.9% as of April 25, 2011. Subsequent to April 2011, our ownership in TV One increased to approximately 51.0% after a redemption of certain management interests. Since April 14, 2011, the Company recognized approximately $86.0 million of revenue and approximately $5.5 million of net loss related to TV One operations. The net loss of TV One includes approximately $21.8 million of depreciation and amortization expense as well as approximately $8.6 million of interest expense.

The following unaudited pro forma summary presents consolidated information of the Company as if the consolidation of TV One had occurred on January 1, 2010. The pro forma financial information gives effect to the Company’s consolidation of TV One by the application of the pro forma adjustments to the historical consolidated financial statements of the Company. Such unaudited pro forma financial information is based on the historical financial statements of the Company and TV One and certain adjustments, which the Company believes to be reasonable based on current available information, to give effect to these transactions.

The unaudited pro forma condensed consolidated financial information does not purport to represent what the Company’s results of operations actually would have been if the consolidation of TV One had occurred on January 1, 2010, or what such results will be for any future periods. The actual results in the periods following the consolidation date may differ significantly from that reflected in the unaudited pro forma condensed consolidated financial data for a number of reasons including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial data and the actual amounts.

Unaudited adjustments have been made to adjust the results of TV One to reflect additional amortization expense that would have been incurred assuming the fair value adjustments to intangible assets as well as additional interest expense on the debt assumed had been applied from January 1, 2010, as well as additional pro forma adjustments, to give effect to these transactions occurring on January 1, 2010.

	Year Ended December 31,
	2011			2010
	(Unaudited)
	(In thousands)

Net revenue	$	399,894		$	387,113
Costs and expenses, net		507,101			337,183
Net (loss) income		(107,207	)		49,930

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2011

DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS

3. DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS:

In December 2009, the Company ceased publication of Giant Magazine. The remaining assets and liabilities of this publication have been classified as discontinued operations as of December 31, 2011 and 2010, and the publication’s results of operations for the years ended December 31, 2011, 2010 and 2009, have been classified as discontinued operations in the accompanying consolidated financial statements.

Between December 2006 and May 2008, the Company sold the assets of 20 radio stations in seven markets for approximately $287.9 million in cash. The remaining assets and liabilities of these stations have been classified as discontinued operations as of December 31, 2011 and 2010, and the stations’ results of operations for the years ended December 31, 2011, 2010 and 2009, have been classified as discontinued operations in the accompanying consolidated financial statements.

Boston Station: As of June 2011, our remaining Boston radio station was made the subject of an LMA.

The following table summarizes the operating results for Giant Magazine and all of the stations sold or stations that we do not operate that are the subject of an LMA and classified as discontinued operations for all periods presented:

	For the Years Ended December 31,
	2011			2010			2009

	(In thousands)

Net revenue	$	62		$	180		$	1,982
Operating expenses		239			475			3,229
Depreciation and amortization		73			56			134
Interest income		(210	)		—			—
Loss on investment		—			—			448
Gain (loss) on sale of assets		20			(12	)		(156	)
Loss before income taxes		(20	)		(363	)		(1,985	)
Provision for income taxes		—			—			—
Loss from discontinued operations, net of tax	$	(20	)	$	(363	)	$	(1,985	)

The assets and liabilities of Giant Magazine and the stations sold or stations that we do not operate that are the subject of an LMA are classified as discontinued operations in the accompanying consolidated balance sheets and consisted of the following:

	As of December 31,
	2011		2010

	(In thousands)
Currents assets:
Accounts receivable, net of allowance for doubtful accounts	$	89	$	159
Total current assets		89		159
Property and equipment, net		274		422
Intangible assets, net		1,202		1,202
Total assets	$	1,565	$	1,783
Current liabilities:
Other current liabilities	$	260	$	34
Total current liabilities		260		34
Long-term liabilities		29		37
Total liabilities	$	289	$	71

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43-48
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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+ Details

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2011

PROPERTY AND EQUIPMENT

4. PROPERTY AND EQUIPMENT:

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consists of the following:

	As of December 31,						Estimated
	2011			2010			Useful Lives

	(In thousands)

Land and improvements	$	3,777		$	3,765			—
Buildings and improvements		1,575			1,566			31 years
Transmitters and towers		35,735			34,949			7-15 years
Equipment		47,304			44,011			3-7 years
Furniture and fixtures		7,098			7,023			7 years
Software and web development		14,037			12,214			3 years
Leasehold improvements		19,139			18,625			Lease Term
Construction-in-progress		1,116			307			—
		129,781			122,460
Less: Accumulated depreciation and amortization		(95,793	)		(89,419	)
Property and equipment, net	$	33,988		$	33,041

Depreciation and amortization expense for the years ended December 31, 2011, 2010 and 2009 was approximately $37.1 million, $17.4 million and $21.0 million, respectively.

Repairs and maintenance costs are expensed as incurred.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2011

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS

5. GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS:

Impairment Testing

In the past, we have made acquisitions whereby a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. In accordance with ASC 350, “Intangibles - Goodwill and Other,” we do not amortize our radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred. Other intangible assets continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October 1 of each year. For the years ended December 31, 2011, 2010 and 2009, we recorded impairment charges against radio broadcasting licenses and goodwill of approximately $14.5 million, $36.1 million and $65.6 million, respectively.

2011 Interim Impairment Testing

During the second quarter of 2011, the total market revenue growth for certain markets was below that used in our 2010 annual impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain of our radio broadcasting licenses, which we performed as of May 31, 2011. During the third quarter, there was further deterioration of revenue growth in certain markets, and as such, we deemed that to be an impairment indicator that warranted interim testing of certain radio broadcasting licenses as of September 30, 2011. The Company concluded that our radio broadcasting licenses were not impaired during the second or third quarters of 2011. During the second and third quarters of 2011, the operating performance and current projections for the remainder of the year for specific radio markets were below that used in our 2010 annual impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of goodwill associated with specific radio markets, which we performed as of May 31, 2011 and as of September 30, 2011. The Company concluded that goodwill had not been impaired during the second and third quarters of 2011.

In addition, Reach Media’s actual operating results did not meet budgeted results during 2011 and as such, interim impairment testing for goodwill attributable to Reach Media was performed in March, June and September of 2011. There were no impairment charges recorded as part of our interim impairment testing.

2011 Annual Impairment Testing

We completed our annual impairment assessment as of October 1, 2011. As a result of our testing, we recorded an impairment charge of approximately $14.5 million against goodwill in our Columbus market. Our October 1, 2011 annual impairment testing indicated the carrying values for our radio broadcasting licenses and goodwill attributable to Interactive One were not impaired.

2011 Year End Impairment Testing

We completed an impairment assessment as of December 31, 2011 for Reach Media. Due to amendments of existing Reach Media affiliate agreements with Radio One, Reach Media’s expected future cash flows will be reduced. There were no goodwill impairment charges recorded as part of our year end impairment testing. However, the Company recognized a non-cash impairment charge of approximately $7.8 million related to the long-lived assets of Reach Media.

Valuation of Broadcasting Licenses

We utilize the services of a third-party valuation firm to provide independent analysis when evaluating the fair value of our radio broadcasting licenses. Fair value is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use the income approach to test for impairment of radio broadcasting licenses. A projection period of 10 years is used, as we believe that is the time horizon in which operators and investors generally expect to recover their investments. When evaluating our radio broadcasting licenses for impairment, the testing is done at the unit of accounting level as determined by ASC 350, “Intangibles - Goodwill and Other.” In our case, each unit of accounting is a clustering of radio stations into one of our 15 geographical markets. Broadcasting license fair values are based on the estimated after-tax discounted future cash flows of the applicable unit of accounting assuming an initial hypothetical start-up operation which possesses FCC licenses as the only asset. Over time, it is assumed the operation acquires other tangible assets such as advertising and programming contracts, employment agreements and going concern value, and matures into an average performing operation in a specific radio market. The income approach model incorporates several variables, including, but not limited to: (i) radio market revenue estimates and growth projections; (ii) estimated market share and revenue for the hypothetical participant; (iii) likely media competition within the market; (iv) estimated start-up costs and losses incurred in the early years; (v) estimated profit margins and cash flows based on market size and station type; (vi) anticipated capital expenditures; (vii) probable future terminal values; (viii) an effective tax rate assumption; and (ix) a discount rate based on the weighted-average cost of capital for the radio broadcast industry. In calculating the discount rate, we considered: (i) the cost of equity, which includes estimates of the risk-free return, the long-term market return, small stock risk premiums and industry beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates and tax rates; and (iii) estimated average percentages of equity and debt in capital structures.

Our methodology for valuing broadcasting licenses has been consistent for all periods presented. Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for all annual and interim impairments assessments performed since January 2009.

	February 28,			August 31,			October 1,			October 1,			May 31,			September 30,			October 1,
Radio Broadcasting Licenses	2009			2009 (a)			2009			2010			2011 (a)			2011 (a)			2011

Pre-tax impairment charge (in millions)	$	49		$	–		$	16.1		$	19.9		$	—		$	—		$	—

Discount Rate		10.5	%		–			10.5	%		10.0	%		10.0	%		9.5	%		10.0	%

Year 1 Market Revenue Growth or Decline Rate or Range		(13.1)% - (17.7	)%		(22.3	)%		1.0	%		1.0% - 3.0	%		1.3% - 2.8	%		1.5% - 2.0	%		1.5% - 2.5	%

Long-term Market Revenue Growth Rate Range (Years 6 – 10)		1.5% - 2.5	%		–			1.0% - 2.5	%		1.0% - 2.5	%		1.5% - 2.0	%		1.5% - 2.0	%		1.0% - 2.0	%
Mature Market Share Range		1.2% - 27.0	%		–			0.8% - 28.1	%		0.8% - 28.3	%		9.0% - 22.5	%		9.3% - 22.4	%		0.7% - 28.9	%
Operating Profit Margin Range		17.7% - 50.7	%		–			18.5% - 50.7	%		19.0% - 47.3	%		32.7% - 40.8	%		32.7% - 33.0	%		19.1% - 47.4	%

(a)

Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Broadcasting Licenses Valuation Results

The Company’s total broadcasting licenses carrying value is approximately $677.4 million as of December 31, 2011. There were no changes to the carrying values of the Company’s radio broadcasting licenses for the year ended December 31, 2011 for each unit of accounting, as noted in the table below. As noted above, each unit of accounting is a clustering of radio stations into one geographical market. The units of accounting are not disclosed on a specific market basis so as to not make sensitive information publicly available that could be competitively harmful to the Company.

	Radio Broadcasting Licenses Carrying Balances
	As of				As of
Unit of Accounting	December 31, 2010		Impairment		December 31, 2011
	(In thousands )

Unit of Accounting 2		3,086		-		3,086
Unit of Accounting 4		9,482		-		9,482
Unit of Accounting 5		18,657		-		18,657
Unit of Accounting 7		19,265		-		19,265
Unit of Accounting 14		20,434		-		20,434
Unit of Accounting 15		20,886		-		20,886
Unit of Accounting 11		21,135		-		21,135
Unit of Accounting 9		34,270		-		34,270
Unit of Accounting 6		26,242		-		26,242
Unit of Accounting 16		52,965		-		52,965
Unit of Accounting 13		52,556		-		52,556
Unit of Accounting 8		66,715		-		66,715
Unit of Accounting 12		58,779		-		58,779
Unit of Accounting 1		93,394		-		93,394
Unit of Accounting 10		179,541		-		179,541
Total	$	677,407	$	-	$	677,407

Valuation of Goodwill

The impairment testing of goodwill is performed at the reporting unit level. We had 19 reporting units as of our October 2010 annual impairment assessments. Due to the consolidation of TV One and with the treatment of our Boston station as a discontinued operation during the quarter ended June 30, 2011, the Company continues to have 19 reporting units; however, they now consist of the 15 radio markets and four business divisions. In testing for the impairment of goodwill, we primarily rely on the income approach. The approach involves a 10-year model with similar variables as described above for broadcasting licenses, except that the discounted cash flows are based on the Company’s estimated and projected market revenue, market share and operating performance for its reporting units, instead of those for a hypothetical participant. We follow a two-step process to evaluate if a potential impairment exists for goodwill. The first step of the process involves estimating the fair value of each reporting unit. If the reporting unit’s fair value is less than its carrying value, a second step is performed to allocate the fair value of the reporting unit to the individual assets and liabilities of the reporting unit in order to determine the implied fair value of the reporting unit’s goodwill as of the impairment assessment date. Any excess of the carrying value of the goodwill over the implied fair value of the goodwill is written off as a charge to operations.

While our internal projections considered the recent revenue and cash flow declines experienced by the Company, those results may not be necessarily indicative of our future results. Given the recent gradual improvement in the economy, we have included modest improvement estimates and projections compared to our 2010 annual assessment. We have not made any changes to the methodology for valuing or allocating goodwill when determining the carrying values of the radio markets.

Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for all interim and annual impairment assessments performed since January 2009.

Goodwill (Radio Market Reporting Units)	February 28, 2009			August 31, 2009 (a)			October 1, 2009 (b)			October 1, 2010 (c)			May 31, 2011 (d)			September 30, 2011 (d)			October 1, 2011

Pre-tax impairment charge (in millions)	$	–		$	–		$	0.6		$	–		$	–		$	–		$	14.5

Discount Rate		10.5	%		–			10.5	%		10.0	%		10.0	%		9.5	%		10.0	%
Year 1 Market Revenue Decline or Growth Rate or Range		(13.1)% - (17.7)	%		(19.9	)%		1.0	%		1.5% - 3.0	%		1.5% - 3.0	%		1.5	%		2.0% - 2.5	%

Long-term Market Revenue Growth Rate Range (Years 6 – 10)		1.5% - 2.5	%		–			1.5% - 2.5	%		1.5% - 2.5	%		1.5% - 2.0	%		1.5	%		1.5% - 2.0	%
Mature Market Share Range		2.8% - 22.0	%		–			7.0% - 16.5	%		7.0% - 23.0	%		7.0% - 23.0	%		13.8	%		7.4% - 20.8	%
Operating Profit Margin Range		15.0% - 61.5	%		–			30.0% - 57.5	%		27.5% - 58.0	%		30.0% - 56.0	%		36.0	%		29.5% - 54.0	%

(a)

Reflects changes only to the key assumptions used in the interim testing for certain reporting units.

(b)

Reflects some of the key assumptions for testing only those radio markets with remaining goodwill for October 2009.

(c)

Reflects some of the key assumptions for testing only those radio markets with remaining goodwill for October 2010.

(d)

Reflects changes only to the key assumptions used in the second and third quarter 2011 interim testing for certain reporting units.

Due to the September 2009 amendment of Reach Media’s Sales Representation Agreement with Citadel, Reach Media began to sell advertising inventory within the Tom Joyner Morning Show through an internal sales force. This shift from a guaranteed revenue arrangement with Citadel resulted in reduced revenues and operating cash flow in 2010 compared to the original budget and interim forecasts. As a result, we performed a number of interim impairment tests in 2010. Given the continued decline in revenues and cash flows during 2010, we reduced the revenue and operating cash flow projections for Reach Media at each interim impairment assessment and at our year end assessment. In addition, we performed a number of interim impairment tests in 2011 because actual operating results did not meet budgeted results. Based on this, we reduced our operating cash flow projections and assumptions for our interim testing as well as our year end testing. Since our annual assessment in October 2009, we have not made any changes to the methodology for valuing or allocating goodwill when determining the carrying value for Reach Media.

Below are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for all interim, annual and year end assessments since October 2009. When compared to the discount rates used for assessing radio market reporting units, the higher discount rates used in these assessments reflect a premium for a riskier and broader media business, with a heavier concentration and significantly higher amount of programming content related intangible assets that are highly dependent on the on-air personality Tom Joyner. As a result of the October 2009 annual assessment and the February, May and August 2010 interim assessments, the Company concluded no impairment to the carrying value of Reach Media had occurred. During the fourth quarter of 2010, Reach Media’s operating performance continued to decline, but at a decreasing rate. We believe this represented an impairment indicator and as a result, we performed a year end impairment assessment at December 31, 2010. We recorded an impairment charge of $16.1 million during the quarter ended December 31, 2010 in connection with this assessment. As a result of our 2011 interim and year end assessments, the Company concluded no impairment for the goodwill value had occurred during the year ended December 31, 2011.

	October			February			May			August			December			March			June			September			December
	1,			28,			31,			31,			31,			31,			30,			30,			31,
Reach Media Goodwill	2009			2010			2010			2010			2010			2011			2011			2011			2011

Pre-tax impairment charge (in millions)	$	–		$	–		$	–		$	–		$	16.1		$	–		$	–		$	–		$	–

Discount Rate		14.0	%		13.5	%		13.5	%		13.0	%		13.5	%		13.5	%		13.0	%		12.0	%		12.5	%
Year 1 Revenue Growth Rate		16.5	%(a)		8.5	%		2.5	%		2.5	%		2.5	%		2.5	%		2.5	%		2.5	%		2.5	%
Long-term Revenue Growth Rate Range		2.5% - 3.0	%		2.5% - 3.0	%		2.5% - 2.9	%		2.5% - 3.3	%		(2.6)% - 4.4	%		(1.3)% - 4.9	%		(0.2)% - 3.9	%		(2.0)% - 3.5	%		3.0% - 12.7	%
Operating Profit Margin Range		27.2% - 35.3	%		22.7% - 31.4	%		23.3% - 31.5	%		25.5% - 31.2	%		15.5% - 25.9	%		16.2% - 27.4	%		17.6% - 22.6	%		18.8% - 21.7	%		(2.0)% - 16.8	%

In August 2009, with the weak economy and its negative impact on online advertising, the Company lowered its internal projections for its Interactive One reporting unit, and performed its first interim impairment testing. Below are some of the key assumptions used in the income approach model for determining the fair value as of August 2009, as of October 1, 2009, as of October 1, 2010 and finally as of October 1, 2011. When compared to discount rates for the radio reporting units, the higher discount rate used to value the reporting unit is reflective of discount rates applicable to internet media businesses. As a result of the testing performed, the Company concluded no impairment to the carrying value of goodwill had occurred. We did not make any changes to the methodology for valuing or allocating goodwill when determining the carrying value.

Goodwill (Internet Segment)	August 31, 2009			October 1, 2009			October 1, 2010			October 1, 2011

Pre-tax impairment charge (in millions)	$	-		$	-		$	-		$	-

Discount Rate		17.0	%		16.5	%		15.0	%		14.5	%

Year 1 Revenue Growth Rate		13.7	%		13.7	%		24.5	%		20.3	%
Long-term Revenue Growth Rate (Year 10)		3.5	%		3.5	%		3.0	%		2.5	%
Operating Profit Margin Range		8.8% - 42.9	%		10.8% - 42.2	%		(0.6)% - 32.7	%		0.0% - 28.8	%

The Company performed its first impairment testing in the Cable Television segment in December 2011. Below are some of the key assumptions used in the income approach model for determining the fair value as of December 2011. As a result of the testing performed, the Company concluded no impairment to the carrying value of goodwill had occurred.

Cable Television Goodwill	December 31, 2011

Pre-tax impairment charge (in millions)	$	–

Discount Rate		11.5	%
Year 1 Revenue Growth Rate		13.9	%
Long-term Revenue Growth Rate Range		2.7% - 13.9	%

Operating Profit Margin Range		29.9% - 42.2	%

The above four goodwill tables reflect some of the key valuation assumptions used for 12 of our 19 reporting units. As a result of our testing in 2011, goodwill of $14.5 million was impaired in one of our reporting units. There are seven remaining reporting units that had no goodwill carrying value balances as of December 31, 2011.

Goodwill Valuation Results

The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments. The Company’s goodwill balance increased from approximately $121.5 million at December 31, 2010 to $272.0 million at December 31, 2011. The increase of approximately $165.0 million was due to the consolidation of TV One, which was offset by a decrease due to the impairment of approximately $14.5 million of remaining goodwill in one of our reporting units. As noted above, the 19 reporting units consist of the 15 radio markets plus four other business divisions. The actual reporting units are not disclosed so as to not make sensitive information publicly available that could potentially be competitively harmful to the Company.

	Goodwill Carrying Balances
	As of					As of
Reporting Unit	December 31, 2010		Increase (Decrease)			December 31, 2011
			(In millions)

Radio Broadcasting Segment	$	85.3	$	(14.5	)	$	70.8

Reach Media Segment		14.4		-			14.4

Internet Segment		21.8		-			21.8

Cable Television Segment		-		165.0			165.0

Total	$	121.5	$	150.5		$	272.0

In arriving at the estimated fair values for radio broadcasting licenses and goodwill, we also performed a reasonableness test by comparing our overall average implied multiple based on our cash flow projections and fair values to recently completed sales transactions, and by comparing our estimated fair values to the market capitalization of the Company. The results of these comparisons confirmed that the fair value estimates resulting from our annual assessments in 2011 were reasonable.

Intangible Assets Excluding Goodwill and Radio Broadcasting Licenses

Other intangible assets, excluding goodwill and radio broadcasting licenses, are being amortized on a straight-line basis over various periods. Other intangible assets consist of the following:

	As of December 31,
	2011			2010			Period of Amortization
	(In thousands)

Trade names	$	17,133		$	17,138		2-5 Years
Talent agreement		19,549			19,549		10 Years
Debt financing and modification costs		16,115			19,374		Term of debt
Intellectual property		14,151			14,151		4-10 Years
Affiliate agreements		186,755			7,769		1-10 Years
Acquired income leases		1,282			1,282		3-9 Years
Non-compete agreements		1,260			1,260		1-3 Years
Advertiser agreements		47,688			6,613		2-7 Years
Favorable office and transmitter leases		3,358			3,358		2-60 Years
Brand names		2,539			2,539		2.5 Years
Brand names - unamortized		39,688			—		2.5 Years
Other intangibles		3,662			1,258		1-5 Years
		353,180			94,291
Less: Accumulated amortization		(90,200	)		(54,255	)
Other intangible assets, net	$	262,980		$	40,036

Amortization expense of intangible assets for the years ended December 31, 2011, 2010 and 2009 was approximately $26.2 million, $7.0 million and $8.4 million, respectively. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for the years ended December 31, 2011, 2010 and 2009 was approximately $4.7 million, $3.0 million and $2.4 million, respectively.

The following table presents the Company’s estimate of amortization expense for the years 2012 through 2016 for intangible assets, excluding deferred financing costs:

	(In thousands)

2012	$	28,465
2013	$	27,911
2014	$	27,314
2015	$	26,043
2016	$	25,886

Actual amortization expense may vary as a result of future acquisitions and dispositions.

The gross value and accumulated amortization of the launch assets is as follows:

	December 31, 2011			Weighted Average Period of Amortization
	(In thousands)

Launch assets	$	39,543		3.6 Years
Less: Accumulated amortization		(7,106	)
Launch assets, net	$	32,437

Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2012 through 2015 is as follows:

	(In thousands)

2012	$	9,947
2013	$	9,947
2014	$	9,902
2015	$	2,641

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

CONTENT ASSETS

12 Months Ended

Dec. 31, 2011

CONTENT ASSETS

6. CONTENT ASSETS:

The gross value and accumulated amortization of the content assets is as follows:

	December 31, 2011			Period of Amortization
	(In thousands)
Content assets	$	95,527		1-8 Years
Less: Accumulated amortization		(31,539	)
Content assets, net	$	63,988

Future estimated content amortization expense related to agreements entered into as of December 31, 2011 for years 2012 through 2016 is as follows:

	(In thousands)

2012	$	27,383
2013	$	17,633
2014	$	9,892
2015	$	4,011
2016	$	1,694

INVESTMENT IN AFFILIATED COMPANY

12 Months Ended

Dec. 31, 2011

INVESTMENT IN AFFILIATED COMPANY

7. INVESTMENT IN AFFILIATED COMPANY:

In January 2004, the Company, together with an affiliate of Comcast Corporation and other investors, launched TV One, an entity formed to operate a cable television network featuring lifestyle, entertainment and news-related programming targeted primarily towards African-American viewers. At that time, we committed to make a cumulative cash investment of $74.0 million in TV One, of which $60.3 million had been funded as of April 30, 2007. Since December 31, 2006, the initial four year commitment period for funding the capital had been extended on a quarterly basis, due in part to TV One’s lower than anticipated capital needs. In connection with the Redemption Financing (as defined in Note 2 — Acquisitions), we funded our remaining capital commitment amount of approximately $13.7 million on April 19, 2011 and currently anticipate no further capital commitment. In December 2004, TV One entered into a distribution agreement with DIRECTV and certain affiliates of DIRECTV became investors in TV One. As of December 31, 2011 and 2010, the Company owned approximately 51.0% and 37%, respectively, of TV One on a fully-converted basis.

On February 25, 2011, TV One completed its $119 million Redemption Financing. The Redemption Financing is structured as senior secured notes bearing a 10% coupon and is due in 2016. Subsequently, on February 28, 2011, TV One utilized $82.4 million of the Redemption Financing to repurchase 15.4% of its outstanding membership interests from certain financial investors and 2.0% of its outstanding membership interests held by TV One management (representing approximately 50% of interests held by management). Beginning on April 14, 2011, the Company began to account for TV One on a consolidated basis after having executed an amendment to the TV One operating agreement with the remaining members of TV One concerning certain governance issues. Finally, on April 25, 2011, TV One utilized the balance of the Redemption Financing to repurchase 12.4% of its outstanding membership interests from DIRECTV. These redemptions by TV One, increased Radio One’s holding in TV One from 36.8% to approximately 50.9% as of April 25, 2011. Subsequent to April 2011, our ownership in TV One increased to approximately 51.0% after a further redemption of certain management interests.

Prior to the consolidation date, the Company recorded its investment at cost and had adjusted its carrying amount of the investment to recognize the change in the Company’s claim on the net assets of TV One resulting from operating income or losses of TV One as well as other capital transactions of TV One using a hypothetical liquidation at book value approach. At December 31, 2010, the carrying value of the Company’s investment in TV One was approximately $47.5 million and is presented on the consolidated balance sheet as investment in affiliated company. On April 14, 2011, the Company began to account for TV One on a consolidated basis and the basis of the assets and liabilities of TV One at that date were recorded at fair value. For the period January 1, 2011 to April 14, 2011 and for the years ended December 31, 2010 and 2009, the Company’s allocable share of TV One’s operating income was $3.3 million, $5.6 million and $3.7 million, respectively.

We entered into separate network services and advertising services agreements with TV One in 2003. Under the network services agreement, we provided TV One with administrative and operational support services and access to Radio One personalities. In consideration of providing these services, we received equity in TV One, and received an annual cash fee of $500,000. The network services agreement, originally scheduled to expire in January 2009 was extended to January 2011, at which time it expired.

Under an advertising services agreement, we provided a specified amount of advertising to TV One. Prior to the consolidation date, the Company was accounting for the services provided to TV One under the advertising services agreement in accordance with ASC 505-50-30, “Equity.” As services were provided to TV One, the Company recorded revenue based on the fair value of the most reliable unit of measurement in these transactions. The most reliable unit of measurement had been determined to be the value of underlying advertising time that was provided to TV One. The Company recognized $2.0 million, $1.8 million, and $2.3 million in revenue relating to these two agreements for the years ended December 31, 2011, 2010 and 2009, respectively. The advertising services agreement was also originally scheduled to expire in January 2009 and was extended to January 2011, at which time it expired. However, we entered into a new advertising services agreement with TV One with an effective date of January 2011. Under the new advertising services agreement, we (i) provide advertising services to TV One on certain of our media properties and (ii) act as media placement agent for TV One in certain instances. In return for such services, TV One pays us for such advertising time and services and, where we act as media placement agent, pays us a media placement fee equal to the lesser of 15% of media placement costs or a market rate, in addition to reimbursing us (or paying in advance) for all actual costs associated with the media placement services.

Summarized audited financial information for our significant equity investment (prior to consolidation) is reported below (in thousands, amounts represent 100% of investee financial information):

Statement of Operations	Year Ended December 31, 2010		Year Ended December 31, 2009
	(In thousands)		(In thousands)

Net revenue	$	107,268	$	89,690
Costs and expenses		87,648		78,151
Earnings from continuing operations		19,620		11,539
Net income	$	19,620	$	11,539

Balance Sheet	As of December 31, 2010		As of December 31, 2009
	(In thousands)		(In thousands)

Current assets	$	45,074	$	44,451
Non-current assets		116,901		125,131
Current liabilities		112,894		31,672
Non-current liabilities		24,899		38,271
Equity	$	24,182	$	99,639

- Definition

The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is.

+ References + Details

INVESTMENTS

12 Months Ended

Dec. 31, 2011

INVESTMENTS

8. INVESTMENTS

The Company’s investments (short-term and long-term) consist of the following:

	Amortized Cost Basis		Gross Unrealized Losses			Gross Unrealized Gains		Fair Value
	(In thousands)
December 31, 2011
Corporate debt securities	$	7,376	$	(264	)	$	66	$	7,178
Government sponsored enterprise mortgage-backed securities		1,012		(2	)		1		1,011
Total investments	$	8,388	$	(266	)	$	67	$	8,189

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

	Fair Value < 1 Year		Unrealized Losses < 1 Year			Fair Value > 1 Year		Unrealized Losses > 1 Year			Total Unrealized Losses
	(In thousands)
December 31, 2011
Corporate debt securities	$	2,760	$	(178	)	$	1,693	$	(86	)	$	(264	)
Government sponsored enterprise mortgage-backed securities		400		(2	)		0		0			(2	)
Total investments	$	3,160	$	(180	)	$	1,693	$	(86	)	$	(266	)

The Company’s investments in debt securities are sensitive to interest rate fluctuations, which impact the fair value of individual securities. The Company has analyzed the unrealized losses on the 65 securities that were in an unrealized loss position as of December 31, 2011, and believe that they do not meet the criteria for an other-than-temporary-impairment. The Company has not decided to sell the affected securities and it is not more likely than not that the Company will be required to sell before a recovery of the amortized cost of the affected securities. However, given the judgmental nature of the Company’s analysis, there is a continuing risk that further declines in fair value may occur. These declines could result in other-than-temporary-impairment losses in future periods.

The amortized cost and estimated fair value of debt securities at December 31, 2011, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities of mortgage-backed securities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost Basis		Fair Value
	(In thousands)
Within 1 year	$	790	$	768
After 1 year through 5 years		3,817		3,658
After 5 years through 10 years		2,021		2,018
After 10 years		748		734
Mortgage-backed securities		1,012		1,011
Total	$	8,388	$	8,189

A primary objective in the management of the fixed maturity portfolios is to maximize total return relative to underlying liabilities and respective liquidity needs. In achieving this goal, assets may be sold to take advantage of market conditions or other investment opportunities, as well as tax considerations. Sales will generally produce realized gains or losses. In the ordinary course of business, the Company may sell securities for a number of reasons, including, but not limited to: (i) changes to the investment environment; (ii) expectation that the fair value could deteriorate further; (iii) desire to reduce exposure to an issuer or an industry; (iv) changes in credit quality; and (v) changes in expected cash flow. Available-for-sale securities were sold as follows:

	Year Ended December 31, 2011
	(In thousands)
Proceeds from sales	$	30,449
Gross realized gains		31
Gross realized losses		(311	)

OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2011

OTHER CURRENT LIABILITIES

9. OTHER CURRENT LIABILITIES:

Other current liabilities consist of the following:

	As of December 31,
	2011		2010
	(In thousands)

Deferred revenue	$	5,157	$	6,389
Deferred barter revenue		1,427		1,204
Deferred contract credits		—		237
Deferred rent		339		360
Accrued national representative fees		613		589
Accrued miscellaneous taxes		689		492
Other current liabilities		4,002		2,433
Other current liabilities	$	12,227	$	11,704

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2011

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:

ASC 815, “Derivatives and Hedging,” establishes disclosure requirements related to derivative instruments and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

The fair values and the presentation of the Company’s derivative instruments in the consolidated balance sheet are as follows:

Liability Derivatives

As of December 31, 2011

As of December 31, 2010

(In thousands)

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Derivatives designated as hedging instruments:

Interest rate swaps

Other Long-Term Liabilities

—

Other Long-Term Liabilities

1,426

Derivatives not designated as hedging instruments:

Employment agreement award

Other Long-Term Liabilities

10,346

Other Long-Term Liabilities

6,824

Total derivatives

10,346

8,250

The effect and the presentation of the Company’s derivative instruments on the consolidated statement of operations are as follows:

Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) in Other Comprehensive Income on Derivative (Effective Portion)						Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)										Gain (Loss) in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Amount						Location	Amount									Location	Amount
	For the Years Ended December 31,
	(In thousands)
	2011		2010		2009			2011			2010			2009				2011		2010		2009
Interest rate swaps	$	1,426	$	662	$	895	Interest expense	$	(258	)	$	(1,510	)	$	(1,749	)	Interest expense	$	—	$	—	$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) in Income of Derivative	Amount of Gain (Loss) in Income of Derivative
		For the Years Ended December 31,
		2011			2010			2009
		(In thousands)

Employment agreement award	Corporate selling, general and administrative expense	$	(3,522	)	$	(2,167	)	$	(331	)

Hedging Activities

In June 2005, pursuant to our Previous Credit Agreement (as defined in Note 11 — Long-Term Debt), the Company entered into four fixed rate swap agreements to reduce interest rate fluctuations on certain floating rate debt commitments. One of the four $25.0 million swap agreements expired in each of June 2007 and 2008, and 2010, respectively. The remaining $25.0 million swap agreement was terminated on March 31, 2011 in conjunction with the March 31, 2011 retirement of our Previous Credit Agreement. We have no swap agreements in connection with our current credit facilities.

Each swap agreement had been accounted for as a qualifying cash flow hedge of the Company’s senior bank debt, in accordance with ASC 815, “Derivatives and Hedging,” whereby changes in the fair market value are reflected as adjustments to the fair value of the derivative instruments as reflected on the accompanying consolidated financial statements.

The Company’s objectives in using interest rate swaps were to manage interest rate risk associated with the Company’s floating rate debt commitments and to add stability to future cash flows. To accomplish this objective, the Company used interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges was recorded in Accumulated Other Comprehensive Loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2011, such derivatives were used to hedge the variable cash flows associated with existing floating rate debt commitments. The ineffective portion of the change in fair value of the derivatives, if any, was recognized directly in earnings. There was no hedging ineffectiveness during the years ended December 31, 2011, 2010 and 2009.

Amounts reported in Accumulated Other Comprehensive Loss related to derivatives are reclassified to interest expense as interest payments are made on the Company’s floating rate debt.

Under the swap agreements, the Company paid a fixed rate. The counterparties to the agreements paid the Company a floating interest rate based on the three month LIBOR, for which measurement and settlement is performed quarterly. The counterparties to these agreements were international financial institutions.

Other Derivative Instruments

The Company recognizes all derivatives at fair value, whether designated in hedging relationships or not, on the balance sheet as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item are recognized in the statement of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the statement of operations when the hedged item affects net income. If a derivative does not qualify as a hedge, it is marked to fair value through the statement of operations.

As of December 31, 2011, the Company was party to an Employment Agreement executed in April 2008 with the CEO. Pursuant to the Employment Agreement, the CEO is eligible to receive an award amount equal to 8% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reassessed the estimated fair value of the award at December 31, 2011 to be approximately $10.3 million, and accordingly, adjusted its liability to this amount. The Company’s obligation to pay the award will be triggered only after the Company’s recovery of the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s membership interest in TV One. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. The Company is currently in negotiations with the Company’s CEO for a new employment agreement. Until such time as his new employment agreement is executed, the terms of his April 2008 employment agreement remain in effect including eligibility for the TV One award.

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6887037&loc=d3e80784-113994

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5579245-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624163-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624171-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41638-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5580258-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
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+ Details

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2011

LONG-TERM DEBT

11. LONG-TERM DEBT:

Long-term debt consists of the following:

	December 31, 2011		December 31, 2010
	(In thousands)

Senior bank term debt	$	383,105	$	346,681
Senior bank revolving debt		—		7,000
6⅜% Senior Subordinated Notes due February 2013		747		747
12½/15% Senior Subordinated Notes due May 2016		312,800		286,794
10% Senior Secured TV One Notes due March 2016		119,000		—
Note payable		—		1,000
Total debt		815,652		642,222
Less: current portion		3,860		18,402
Less: original issue discount		6,748		—
Long-term debt, net	$	805,044	$	623,820

Credit Facilities

March 2011 Refinancing Transaction

On March 31, 2011, the Company entered into a new senior secured credit facility (the “2011 Credit Agreement”) with a syndicate of banks, and simultaneously borrowed $386.0 million to retire all outstanding obligations under the Company’s previous amended and restated credit agreement and to fund our obligation with respect to a capital call initiated by TV One. The total amount available under the 2011 Credit Agreement is $411.0 million, consisting of a $386.0 million term loan facility that matures on March 31, 2016 and a $25.0 million revolving loan facility that matures on March 31, 2015. Borrowings under the credit facilities are subject to compliance with certain covenants including, but not limited to, certain financial covenants. Proceeds from the credit facilities can be used for working capital, capital expenditures made in the ordinary course of business, its common stock repurchase program, permitted direct and indirect investments and other lawful corporate purposes.

The 2011 Credit Agreement contains affirmative and negative covenants that the Company is required to comply with, including:

(b)

maintaining an interest coverage ratio of no less than:

§	1.25 to 1.00 on June 30, 2011 and the last day of each fiscal quarter through September 30, 2015; and
§	1.50 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.

(b) maintaining a senior secured leverage ratio of no greater than:

§	5.25 to 1.00 on June 30, 2011;
§	5.00 to 1.00 on September 30, 2011 and December 31, 2011;
§	4.75 to 1.00 on March 31, 2012;
§	4.50 to 1.00 on June 30, 2012, September 30, 2012 and December 31, 2012;
§	4.00 to 1.00 on March 31, 2013 and the last day of each fiscal quarter through September 30, 2013;
§	3.75 to 1.00 on December 31, 2013 and the last day of each fiscal quarter through September 30, 2014;
§	3.25 to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
§	2.75 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.

§	9.25 to 1.00 on June 30, 2011 and the last day of each fiscal quarter through December 31, 2011;
§	9.00 to 1.00 on March 31, 2012;
§	8.75 to 1.00 on June 30, 2012;
§	8.50 to 1.00 on September 30, 2012 and December 31, 2012;
§	8.00 to 1.00 on March 31, 2013 and the last day of each fiscal quarter through September 30, 2013;

§	7.50 to 1.00 on December 31, 2013 and the last day of each fiscal quarter through September 30, 2014;
§	6.50 to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
§	6.00 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.

(d) limitations on:

§	liens;
§	sale of assets;
§	payment of dividends; and
§	mergers.

As of December 31, 2011, ratios calculated in accordance with the 2011 Credit Agreement, are as follows:

	As of December 31, 2011			Covenant Limit			Excess Coverage

Pro Forma Last Twelve Months Covenant EBITDA (In millions)	$	78.2

Pro Forma Last Twelve Months Interest Expense (In millions)	$	48.2

Senior Debt (In millions)	$	365.3
Total Debt (In millions)	$	678.8

Senior Secured Leverage
Senior Secured Debt / Covenant EBITDA		4.67	x		5.00	x		0.33	x

Total Leverage
Total Debt / Covenant EBITDA		8.68	x		9.25	x		0.57	x

Interest Coverage
Covenant EBITDA / Interest Expense		1.62	x		1.25	x		0.37	x

EBITDA - Earnings before interest, taxes, depreciation and amortization

In accordance with the 2011 Credit Agreement, the calculations for the ratios above do not include the operating results and related debt of Reach Media and TV One.

As of December 31, 2011, the Company was in compliance with all of its financial covenants under the 2011 Credit Agreement. Measurement of interest coverage, senior secured leverage, and total leverage ratios began on June 30, 2011.

Under the terms of the 2011 Credit Agreement, interest on base rate loans is payable quarterly and interest on LIBOR loans is payable monthly or quarterly. The base rate is equal to the greater of the prime rate, the Federal Funds Effective Rate plus 0.50% and the LIBOR Rate for a one-month period plus 1.00%. The applicable margin on the 2011 Credit Agreement is between (i) 4.50% and 5.50% on the revolving portion of the facility and (ii) 5.00% (with a base rate floor of 2.5% per annum) and 6.00% (with a LIBOR floor of 1.5% per annum) on the term portion of the facility. Commencing on June 30, 2011, quarterly installments of 0.25%, or $965,000, of the principal balance on the $386.0 million term loan are payable on the last day of each March, June, September and December.

As of December 31, 2011, the Company had approximately $23.8 million of borrowing capacity under its revolving credit facility. Taking into consideration the financial covenants under the 2011 Credit Agreement, approximately $23.8 million of the revolving credit facility was available to be borrowed.

As of December 31, 2011, the Company had outstanding approximately $383.1 million on its term credit facility. During the year ended December 31, 2011, the Company repaid approximately $2.9 million under the 2011 Credit Agreement. Proceeds from the 2011 Credit Agreement of approximately $378.3 million, net of original issue discount, were used to repay the Amended and Restated Credit Agreement (as defined below) and pay other fees and expenses, with the balance of the proceeds used to fund the TV One capital call. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility.

Period between and including the November 2010 Refinancing Transactions and entering into the 2011 Credit Agreement

On November 24, 2010, the Company entered into a credit agreement amendment with its prior syndicate of banks. The credit agreement amendment, which amended and restated the Previous Credit Agreement (as defined below) (as so amended and restated, the “Amended and Restated Credit Agreement”), among other things, replaced the existing amount of outstanding revolving loans with a $323.0 million term loan and provided for three tranches of revolving loans, including a $20.0 million revolver to be used for working capital, capital expenditures, investments, and other lawful corporate purposes, a $5.1 million revolver to be used solely to redeem and retire the 2011 Notes, and a $13.7 million revolver to be used solely to fund a capital call with respect to TV One (the “November 2010 Refinancing Transaction”).

The Amended and Restated Credit Agreement provided for maintenance of the following maximum fixed charge coverage ratio as of the last day of each fiscal quarter:

Effective Period		Ratio
November 24, 2010 to December 30, 2010		1.05 to 1.00
December 31, 2010 to June 30, 2012		1.07 to 1.00

The Amended and Restated Credit Agreement also provided for maintenance of the following maximum total leverage ratios (subject to certain adjustments if subordinated debt is issued or any portion of the $13.7 million revolver was used to fund a TV One capital call):

Effective Period		Ratio
November 24, 2010 to December 30, 2010		9.35 to 1.00
December 31, 2010 to December 30, 2011		9.00 to 1.00
December 31, 2011 and thereafter		9.25 to 1.00

The Amended and Restated Credit Agreement also provided for maintenance of the following maximum senior leverage ratios (subject to certain adjustments if any portion of the $13.7 million revolver was used to fund a TV One capital call):

Beginning		No greater than
November 24, 2010 to December 30, 2010		5.25 to 1.00
December 31, 2010 to March 30, 2011		5.00 to 1.00
March 31, 2011 to September 29, 2011		4.75 to 1.00
September 30, 2011 to December 30, 2011		4.50 to 1.00
December 31, 2011 and thereafter		4.75 to 1.00

The Amended and Restated Credit Agreement provided for maintenance of average weekly availability at any time during any period set forth below:

Beginning	Average weekly availability no less than
November 24, 2010 through and including June 30, 2011	$	10,000,000
July 1, 2011 and thereafter	$	15,000,000

During the period between November 24, 2010, and as of March 31, 2011, the Company was in compliance with all of its financial covenants under the Amended and Restated Credit Agreement.

Under the terms of the Amended and Restated Credit Agreement, interest on both alternate base rate loans and LIBOR loans was payable monthly. The LIBOR interest rate floor was 1.00% and the alternate base rate was equal to the greater of the prime rate, the Federal Funds Effective Rate plus 0.50% and the LIBOR Rate for a one-month period plus 1.00%. Interest payable on (i) LIBOR loans were at LIBOR plus 6.25% and (ii) alternate base rate loans was at an alternate base rate plus 5.25% (and, in each case, could have been permanently increased if the Company exceeded certain senior leverage ratio levels, tested quarterly beginning June 30, 2011). The interest rate paid in excess of LIBOR could have been as high as 7.25% during the last quarter prior to maturity if the Company exceeded the senior leverage ratio levels on each test date. Commencing on September 30, 2011, quarterly installments of 0.25%, or $807,500, of the principal balance on the $323.0 million term loan were payable on the last day of each March, June, September and December.

Under the terms of the Amended and Restated Credit Agreement, quarterly installments of principal on the term loan facility were payable on the last day of each March, June, September and December commencing on September 30, 2007 in a percentage amount of the principal balance of the term loan facility outstanding on September 30, 2007, net of loan repayments, of 1.25% between September 30, 2007 and June 30, 2008, 5.0% between September 30, 2008 and June 30, 2009, and 6.25% between September 30, 2009 and June 30, 2012. Based on the (i) $174.4 million net principal balance of the term loan facility outstanding on September 30, 2008, (ii) a $70.0 million prepayment in March 2009, (iii) a $31.5 million prepayment in May 2009 and (iv) a $5.0 million prepayment in May 2010, quarterly payments of $4.0 million are payable between June 30, 2010 and June 30, 2012.

On December 24, 2010, all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes. We incurred approximately $4.5 million in borrowings under the Amended and Restated Credit Agreement in connection with such repurchase.

As a result of our repurchase and refinancing of the 2011 Notes, the expiration of the Amended and Restated Credit Agreement was June 30, 2012.

On March 31, 2011, the Company repaid all obligations under, and terminated, the Amended and Restated Credit Agreement with proceeds from the 2011 Credit Agreement. During the quarter ended March 31, 2011 the Company did not borrow from the Amended and Restated Credit Agreement and repaid approximately $353.7 million.

Pre November 2010 Refinancing Transactions

In June 2005, the Company entered into the Credit Agreement with a syndicate of banks (the “Previous Credit Agreement”), and simultaneously borrowed $437.5 million to retire all outstanding obligations under its Previous Credit Agreement. The Previous Credit Agreement was amended in April 2006 and September 2007 to modify certain financial covenants and other provisions. Prior to the November 2010 Refinancing Transaction, the Previous Credit Agreement was to expire the earlier of (a) six months prior to the scheduled maturity date of the 8⅞% Senior Subordinated Notes due July 1, 2011 (January 1, 2011) (unless the 8⅞% Senior Subordinated Notes have been repurchased or refinanced prior to such date) or (b) June 30, 2012. The total amount available under the Credit Agreement was $800.0 million, consisting of a $500.0 million revolving facility and a $300.0 million term loan facility. Borrowings under the credit facilities were subject to compliance with certain provisions including, but not limited, to financial covenants. The Company could use proceeds from the credit facilities for working capital, capital expenditures made in the ordinary course of business, its common stock repurchase program, permitted direct and indirect investments and other lawful corporate purposes.

During the quarter ended March 31, 2010, we noted that certain of our subsidiaries identified as guarantors in our financial statements did not have requisite guarantees filed with the trustee as required under the terms of the indentures governing the 6⅜% Senior Subordinated Notes due 2013 (the “2013 Notes”) and 2011 Notes (the “Non-Joinder of Certain Subsidiaries”). The Non-Joinder of Certain Subsidiaries caused a non-monetary, technical default under the terms of the relevant indentures at December 31, 2009, causing a non-monetary, technical cross-default at December 31, 2009 under the terms of our Previous Credit Agreement. On March 30, 2010, we joined the relevant subsidiaries as guarantors under the relevant indentures (the “Joinder”). Further, on March 30, 2010, we entered into a third amendment (the “Third Amendment”) to the Previous Credit Agreement. The Third Amendment provided for, among other things: (i) a $100.0 million revolver commitment reduction (from $500.0 million to $400.0 million) under the bank facilities; (ii) a 1.0% floor with respect to any loan bearing interest at a rate determined by reference to the adjusted LIBOR (iii) certain additional collateral requirements; (iv) certain limitations on the use of proceeds from the revolving loan commitments; (v) the addition of Interactive One, LLC as a guarantor of the loans under the Previous Credit Agreement and under the notes governed by the Company’s 2011 Notes and 2013 Notes; (vi) the waiver of the technical cross-defaults that existed as of December 31, 2009 and through the date of the amendment arising due to the Non-Joinder of Certain Subsidiaries; and (vii) the payment of certain fees and expenses of the lenders in connection with their diligence work on the amendment.

Under the terms of the Previous Credit Agreement, upon any breach or default under either the 8⅞% Senior Subordinated Notes due July 2011 or the 6⅜% Senior Subordinated Notes due February 2013, the lenders could among other actions immediately terminate the Previous Credit Agreement and declare the loans then outstanding under the Previous Credit Agreement to be due and payable in whole immediately. Similarly, under the 8⅞% Senior Subordinated Notes and the 6⅜% Senior Subordinated Notes, a default under the terms of the Previous Credit Agreement would constitute an event of default, and the trustees or the holders of at least 25% in principal amount of the then outstanding notes (under either class) may declare the principal of such class of note and interest to be due and payable immediately.

As of each of June 30, 2010, July 1, 2010 and September 30, 2010, we were not in compliance with the terms of the Previous Credit Agreement. More specifically, (i) as of June 30, 2010, we failed to maintain a total leverage ratio of 7.25 to 1.00 (ii) as of each of July 1, 2010 and September 30, 2010, as a result of a step down of the total leverage ratio from no greater than 7.25 to 1.00 to no greater than 6.50 to 1.00 effective for the period July 1, 2010 to September 30, 2011, we also failed to maintain the requisite total leverage ratio and (iii) as of September 30, 2010, we failed to maintain a senior leverage ratio of 4.00 to 1.00. On July 15, 2010, the Company and its subsidiaries entered into a forbearance agreement (the “Forbearance Agreement”) with Wells Fargo Bank, N.A. (successor by merger to Wachovia Bank, National Association), as administrative agent (the “Agent”), and financial institutions constituting the majority of outstanding loans and commitments (the “Required Lenders”) under the Previous Credit Agreement, relating to the defaults and events of default existing as of June 30, 2010 and July 1, 2010. On August 13, 2010, we entered into an amendment to the Forbearance Agreement (the “Forbearance Agreement Amendment”) that, among other things, extended the termination date of the Forbearance Agreement to September 10, 2010, unless terminated earlier by its terms, and provided additional forbearance related to the then anticipated default caused by an opinion of Ernst & Young LLP expressing substantial doubt about the Company’s ability to continue as a going concern as issued in connection with the restatement of our financial statements. Under the Forbearance Agreement and the Forbearance Agreement Amendment, the Agent and the Required Lenders maintained the right to deliver “payment blockage notices” to the trustees for the holders of the 2011 Notes and/or the 2013 Notes.

On August 5, 2010, the Agent delivered a payment blockage notice to the Trustee under the Indenture governing our 2013 Notes. As a result, neither we nor any of our guaranteeing subsidiaries could make any payment or distribution of any kind or character in respect of obligations under the 2013 Notes, including the interest payment that was scheduled to be made on August 16, 2010. The 30-day grace period for the nonpayment of interest before such nonpayment constituted an event of default under the 2013 Notes Indenture expired on September 15, 2010. While the trustee or holders of at least 25% in principal amount of the then outstanding 2013 Notes could have declared the principal amount, and accrued and unpaid interest, on all outstanding 2013 Notes to be due and payable immediately as a result of such event of default, no such remedies were exercised as we continued to negotiate the terms of the amended exchange offer and a new support agreement with the members of the ad hoc group of holders of our 2011 Notes and 2013 Notes. The event of default under the 2013 Notes Indenture also constituted an event of default under the Previous Credit Agreement. While the Forbearance Agreement Amendment expired by its terms on September 10, 2010, we and the Agent continued to negotiate the terms of a credit facility amendment and the Agent and the lenders did not exercise additional remedies under the Previous Credit Agreement. The Amended and Restated Credit Agreement cured all of these issues.

Senior Subordinated Notes

Period after the November 2010 Refinancing Transactions and after the March 2011 Refinancing Transaction

On November 24, 2010, we issued $286.8 million of our 12½/15% Senior Subordinated Notes due May 2016 in a private placement and exchanged and then cancelled approximately $97.0 million of $101.5 million in aggregate principal amount outstanding of our 2011 Notes and approximately $199.3 million of $200.0 million in aggregate principal amount outstanding of our 2013 Notes (the 2013 Notes together with the 2011 Notes, the “Prior Notes”). We entered into supplemental indentures in respect of each of the Prior Notes which waived any and all existing defaults and events of default that had arisen or may have arisen that may be waived and eliminated substantially all of the covenants in each indenture governing the Prior Notes, other than the covenants to pay principal and interest on the Prior Notes when due, and eliminated or modified the related events of default. Subsequently, all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes, effective as of December 24, 2010.

As of December 31, 2011, the Company had outstanding $747,000 of its 6⅜% Senior Subordinated Notes due February 2013 and $312.8 million of our 12½/15% Senior Subordinated Notes due May 2016. During the year ended December 31, 2010, pursuant to the debt exchange, the Company repurchased $101.5 million of the 8⅞% Senior Subordinated Notes at par and $199.3 million of the 6⅜% Senior Subordinated Notes at an average discount of 5.0%, and recorded a gain on the retirement of debt of approximately $6.6 million, net of the write-off of deferred financing costs of approximately $3.3 million. The 12½/15% Senior Subordinated Notes due May 2016 had a carrying value of $312.8 million and a fair value of approximately $262.8 million as of December 31, 2011, and the 6⅜% Senior Subordinated Notes due February 2013 had a carrying value of $747,000 and a fair value of approximately $710,000 as of December 31, 2011. The fair values were determined based on the trading value of the instruments as of the reporting date.

Interest payments under the terms of the 6⅜% Senior Subordinated Notes are due in February and August. Based on the $747,000 principal balance of the 6⅜% Senior Subordinated Notes outstanding on September 30, 2011, interest payments of $24,000 are payable each February and August through February 2013.

Interest on the 12½/15% Senior Subordinated Notes will be payable in cash, or at our election, partially in cash and partially through the issuance of additional 12½/15% Senior Subordinated Notes (a “PIK Election”) on a quarterly basis in arrears on February 15, May 15, August 15 and November 15, commencing on February 15, 2011. We may make a PIK Election only with respect to interest accruing up to but not including May 15, 2012, and with respect to interest accruing from and after May 15, 2012 such interest shall accrue at a rate of 12.5% per annum and shall be payable in cash.

Interest on the Exchange Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will accrue for each quarterly period at a rate of 12.5% per annum if the interest for such quarterly period is paid fully in cash. In the event of a PIK Election, including the PIK Election currently in effect, the interest paid in cash and the interest paid-in-kind by issuance of additional Exchange Notes (“PIK Notes”) will accrue for such quarterly period at 6.0% cash per annum and 9.0% PIK per annum.

In the absence of an election for any interest period, interest on the Exchange Notes shall be payable according to the election for the previous interest period, provided that interest accruing from and after May 15, 2012 shall accrue at a rate of 12.5% per annum and shall be payable in cash. A PIK Election is currently in effect and the Company anticipates it remaining in effect through May 15, 2012.

During the year ended December 31, 2011, the Company paid cash interest in the amount of approximately $17.3 million and issued approximately $26.0 million of additional 12½/15% Senior Subordinated Notes in accordance with the PIK Election that is currently in effect.

The indentures governing the Company’s 12½/15% Senior Subordinated Notes also contain covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets.

The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 12½/15% Senior Subordinated Notes, the 6⅜% Senior Subordinated Notes and the Company’s obligations under the 2011 Credit Agreement.

Period prior to November 2010 Refinancing Transactions

Subsequent to December 31, 2009, we noted that certain of our subsidiaries identified as guarantors in our financial statements did not have requisite guarantees filed with the trustee as required under the terms of the indentures (the “Non-Joinder of Certain Subsidiaries”). The Non-Joinder of Certain Subsidiaries caused a non-monetary, technical default under the terms of the relevant indentures at December 31, 2009, causing a non-monetary, technical cross-default at December 31, 2009 under the terms of our Credit Agreement dated as of June 13, 2005. We have since joined the relevant subsidiaries as guarantors under the relevant indentures (the “Joinder”). Further, on March 30, 2010, we entered into a third amendment (the “Third Amendment”) to the Credit Agreement. The Third Amendment provides for, among other things: (i) a $100.0 million revolver commitment reduction under the bank facilities; (ii) a 1.0% floor with respect to any loan bearing interest at a rate determined by reference to the adjusted LIBOR; (iii) certain additional collateral requirements; (iv) certain limitations on the use of proceeds from the revolving loan commitments; (v) the addition of Interactive One, LLC as a guarantor of the loans under the Credit Agreement and under the notes governed by the Company’s 2001 and 2005 senior subordinated debt documents; (vi) the waiver of the technical cross-defaults that existed as of December 31, 2009 and through the date of the amendment arising due to the Non-Joinder of Certain Subsidiaries; and (vii) the payment of certain fees and expenses of the lenders in connection with their diligence in connection with the amendment.

On August 5, 2010, the Agent under our Previous Credit Agreement delivered a payment blockage notice to the Trustee under the Indenture governing our 2013 Notes. As a result, neither we nor any of our guaranteeing subsidiaries may make any payment or distribution of any kind or character in respect of obligations under the 2013 Notes, including the interest payment that was scheduled to be made on August 16, 2010. The 30-day grace period for the nonpayment of interest before such nonpayment constituted an event of default under the 2013 Notes Indenture expired on September 15, 2010. While the trustee or holders of at least 25% in principal amount of the then outstanding 2013 Notes could have declared the principal amount, and accrued and unpaid interest, on all outstanding 2013 Notes to be due and payable immediately as a result of such event of default, no such remedies were exercised as we continued to negotiate the terms of the amended exchange offer and a new support agreement with the members of the ad hoc group of holders of our 2011 and 2013 Notes. The event of default under the 2013 Notes Indenture also constituted an event of default under the Previous Credit Agreement. As of November 24, 2010, any and all existing defaults and events of default that had arisen or may have arisen were cured.

As of each of June 30, 2010, July 1, 2010 and September 30, 2010, we were not in compliance with the terms of our Previous Credit Agreement. More specifically, (i) as of June 30, 2010, we failed to maintain a total leverage ratio of 7.25 to 1.00 (ii) as of each of July 1, 2010 and September 30, 2010, as a result of a step down of the total leverage ratio from no greater than 7.25 to 1.00 to no greater than 6.50 to 1.00 effective for the period July 1, 2010 to September 30, 2011, we also failed to maintain the requisite total leverage ratio and (iii) as of September 30, 2010, we failed to maintain a senior leverage ratio of 4.00 to 1.00. On July 15, 2010, the Company and its subsidiaries entered into the Forbearance Agreement with Wells Fargo Bank, N.A. (successor by merger to Wachovia Bank, National Association), as Agent, and the Required Lenders under our Previous Credit Agreement, relating to the defaults and events of default existing as of June 30, 2010 and July 1, 2010. On August 13, 2010, we entered into an amendment to the Forbearance Agreement Amendment that, among other things, extended the termination date of the Forbearance Agreement to September 10, 2010, unless terminated earlier by its terms, and provided additional forbearance related to the then anticipated default caused by an opinion of Ernst & Young LLP expressing substantial doubt about the Company’s ability to continue as a going concern as issued in connection with the restatement of our financial statements. Under the Forbearance Agreement and the Forbearance Agreement Amendment, the Agent and the Required Lenders maintained the right to deliver “payment blockage notices” to the trustees for the holders of the 2011 Notes and/or the 2013 Notes.

On August 5, 2010, the Agent under our Previous Credit Agreement delivered a payment blockage notice to the Trustee under the Indenture governing our 2013 Notes. As a result, neither we nor any of our guaranteeing subsidiaries could make any payment or distribution of any kind or character in respect of obligations under the 2013 Notes, including the interest payment that was scheduled to be made on August 16, 2010. The 30-day grace period for the nonpayment of interest before such nonpayment constituted an event of default under the 2013 Notes Indenture expired on September 15, 2010. While the trustee or holders of at least 25% in principal amount of the then outstanding 2013 Notes could declare the principal amount, and accrued and unpaid interest, on all outstanding 2013 Notes to be due and payable immediately as a result of such event of default, as of the date of this filing, no such remedies were exercised as we continued to negotiate the terms of the amended exchange offer and a new support agreement with the members of the ad hoc group of holders of our 2011 and 2013 Notes. The event of default under the 2013 Notes Indenture also constituted an event of default under the Previous Credit Agreement. As of November 24, 2010, as a result of the November 2010 Refinancing Transactions, any and all existing defaults and events of default that had arisen or may have arisen were cured.

TV One Senior Secured Notes

In connection with the Redemption Financing, TV One issued $119.0 million in senior secured notes on February 25, 2011. The notes were issued in connection with the repurchase of its equity interest from certain financial investors and TV One management. The notes bear interest at 10.0% per annum, which is payable monthly, and the entire principal amount is due on March 15, 2016.

Note Payable

Reach Media issued a $1.0 million promissory note in November 2009 to a subsidiary of Citadel, which was acquired by Cumulus Media Inc. in September 2011. As noted above, the note was issued in connection with Reach Media reacquiring Citadel’s noncontrolling stock ownership in Reach Media as well as entering into a new sales representation agreement with Radio Networks, a subsidiary of Citadel. The note had an interest rate of 7.0% per annum, which was payable quarterly, and the entire principal amount was due on December 31, 2011. The note was repaid on December 30, 2011.

Future scheduled minimum principal payments of debt as of December 31, 2011 are as follows:

	Senior Subordinated Notes		Credit Facility		Senior Secured Notes
	(In thousands)

2012	$	—	$	3,860	$	—
2013		747		3,860		—
2014		—		3,860		—
2015		—		3,860		—
2016		312,800		367,665		119,000
Total Debt	$	313,547	$	383,105	$	119,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

INCOME TAXES

12 Months Ended

Dec. 31, 2011

INCOME TAXES

12. INCOME TAXES:

The Company’s provision for income taxes from continuing operations was approximately $66.7 million for the year ended December 31, 2011, compared to a provision for income taxes of approximately $4.0 million for the year ended December 31, 2010, and compared to a provision for income taxes of $7.0 million for 2009. A reconciliation of the statutory federal income taxes to the recorded provision for income taxes from continuing operations is as follows:

	For the Years Ended December 31,
	2011		2010			2009
	(In thousands)

Statutory tax (@ 35% rate)	$	27,863	$	(7,858	)	$	(13,905	)
Effect of state taxes, net of federal		4,331		(613	)		(2,267	)
Effect of state rate and tax law changes		750		101			255
Other permanent items		1		77			152
Interest disallowed under Internal Revenue Code 163(i)		8,825		765			—
Effect of equity adjustments including ASC 718		5		45			198
Internal Revenue Code Section 162(m)		2,226		2,504			534
Valuation allowance		14,910		3,171			22,259
Effect of permanent impairment of long-lived assets		4,540		5,735			—
Expiring NOLs and Charitable Carryovers		1,037		454			225
Cancellation of Stock Based Compensation		1,151		(255	)		218
Other		1,047		(155	)		(655	)
Provision for income taxes	$	66,686	$	3,971		$	7,014

The components of the provision for income taxes from continuing operations are as follows:

	For the Years Ended December 31,
	2011		2010		2009
	(In thousands)

Federal:
Current	$	1,980	$	2,199	$	3,834
Deferred		53,113		1,010		5,679
State:
Current		555		461		1,184
Deferred		11,038		301		(3,683	)
Provision for income taxes	$	66,686	$	3,971	$	7,014

For the year ended December 31, 2011, the provision consisted of deferred taxes of approximately $33.2 million related to temporary differences associated with the amortization for tax purposes of indefinite lived intangible assets held by Radio One, approximately $33.8 million related to the partnership interest in TV One, reduced by the deferred tax benefit from the Reach Media impairment of approximately $2.8 million. Current federal taxes consisted of approximately $2.0 million for Reach Media and state taxes of $393,000 for Radio One and $162,000 for Reach Media. For the year ended December 31, 2010, the tax provision consisted of approximately $2.2 million for Reach Media, approximately $2.7 million for the increase in the deferred tax liability (“DTL”) associated with certain indefinite-lived intangibles, $358,000 for state taxes and FIN 48 items, and a tax benefit of approximately $1.3 million for Reach Media purchase price accounting amortization. For the year ended December 31, 2009, the tax provision consisted of approximately $4.5 million for Reach Media, approximately $4.8 million for the increase in the DTL associated with certain indefinite-lived intangibles, and $94,000 for state taxes and FIN 48 items, which were offset by a benefit of approximately $1.4 million for true-up items and a benefit of approximately $1.0 million for Reach Media purchase price accounting amortization. The decrease of approximately $3.0 million consisted primarily of approximately $2.3 million decrease for Reach Media due to a decline in book income. The Company continues to maintain a full valuation allowance for its deferred tax assets (“DTAs”) other than DTAs for Reach Media as further discussed below.

The loss from discontinued operations for the years ended December 31, 2011, 2010 and 2009 did not result in any tax benefit due to the Company’s valuation allowance.

The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2011 and 2010 are as follows:

	As of December 31,
	2011			2010
	(In thousands)

Deferred tax assets:
Allowance for doubtful accounts	$	1,130		$	1,180
Accruals		512			1,455
Total current deferred tax assets before valuation allowance		1,642			2,635
Valuation allowance		(1,584	)		(2,456	)
Total current deferred tax assets, net		58			179
Intangible assets		16,528			21,252
Fixed assets		1,459			299
Stock-based compensation		1,474			1,803

Net operating loss carryforwards		249,059			208,805
Other		1,451			2,336
Total noncurrent deferred tax assets before valuation allowance		269,971			234,495
Valuation allowance		(243,343	)		(227,903	)
Net noncurrent deferred tax assets		26,628			6,592
Total deferred tax assets	$	26,686		$	6,771

Deferred tax liabilities:
Prepaid expenses		—			(157	)
Total current deferred tax liability		—			(157	)
Intangible assets		(117,616	)		(87,400	)
Partnership interests		(61,728	)		(7,956	)
Other		(863	)		(628	)
Total noncurrent deferred tax liabilities		(180,207	)		(95,984	)
Total deferred tax liabilities		(180,207	)		(96,141	)
Net deferred tax liabilities	$	(153,521	)	$	(89,370	)

As of December 31, 2011, the Company had Federal, state, and city NOL carryforward amounts of approximately $626.6 million, $572.5 million, and $127.8 million respectively. The state and city NOLs are applied separately from the Federal NOL as the Company generally files separate state and city returns for each subsidiary. Additionally, the amount of the state NOLs can change whenever future state apportionment factors differ from current factors. The NOLs may be subject to limitation under Internal Revenue Code Section 382. The NOLs begin to expire as early as 2017, with the final expirations in 2031.

Deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes. Deferred taxes are based on tax laws as currently enacted.

The Company had unrecognized tax benefits of approximately $5.8 million related to state NOLs of approximately $56.6 million as of December 31, 2011.

The Company concluded it was more likely than not that the benefit from certain of its DTAs would not be realized. The Company considered its historically profitable jurisdictions, its sources of future taxable income and tax planning strategies in determining the amount of valuation allowance recorded. As part of that assessment, the Company also determined that it was not appropriate under generally accepted accounting principles to benefit its DTAs based on DTLs related to indefinite-lived intangibles that cannot be scheduled to reverse in the same period. Because the DTL in this case would not reverse until some future indefinite period when the intangibles are either sold or impaired, any resulting temporary differences cannot be considered a source of future taxable income to support realization of the DTAs. As a result of the assessment, and given the current total three year cumulative loss position, (after excluding the gain recognized in connection with the consolidation of TV One) the uncertainty of future taxable income and the feasibility of tax planning strategies, the Company recorded a valuation allowance of approximately $244.9 million, $230.4 million and $228.0 million as of December 31, 2011, 2010 and 2009, respectively.

As disclosed in Note 1 — Organization and Summary of Significant Accounting Policies, the Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” The nature of the uncertainties pertaining to the Company’s income taxes is primarily due to various state tax positions. As of December 31, 2011, the Company had unrecognized tax benefits of approximately $5.8 million, of which a net amount of approximately $3.8 million, if recognized, would impact the effective tax rate if there was no valuation allowance. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. Accordingly, during the year ended December 31, 2011, we recorded interest related to unrecognized tax benefits of $46,000, and at December 31, 2011, we recorded a liability for accrued interest of $311,000. The Company estimates the possible change to its unrecognized tax benefits prior to December 31, 2012 would be up to $752,000, due to closed statutes. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2011			2010			2009
	(In thousands)

Balance as of January 1	$	5,822		$	6,326		$	4,953
Additions (reductions) for tax position related to current year		-			(475	)		82
Additions for tax positions related to prior years		-			-			1,525
Reductions for tax positions as a result of the lapse of applicable statutes of limitations		(42	)		(29	)		(234	)
Balance as of December 31	$	5,780		$	5,822		$	6,326

As of December 31, 2011, the Company was not under audit in any jurisdiction for Federal or state income tax purposes. However, the Company’s open tax years for Federal income tax examinations include the tax years ended December 31, 2008 through 2011. Additionally, prior years are open to the extent of the amount of the net operating loss from that year. For state and local purposes, the open years for tax examinations include the tax years ended December 31, 2007 through 2011.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2011

STOCKHOLDERS' EQUITY

13. STOCKHOLDERS’ EQUITY:

Common Stock

The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. The holders of Class C and Class D common stock are not entitled to vote on any matters. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights.

Stock Repurchase Program

In April 2011, the Company’s board of directors authorized a repurchase of shares of the Company’s Class A and Class D common stock (the “2011 Repurchase Authorization”). Under the 2011 Repurchase Authorization, the Company is authorized, but is not obligated, to repurchase up to $15 million worth of its Class A and/or Class D common stock prior to April 13, 2013. Repurchases will be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. The Company executes upon the stock repurchase program in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the year ended December 31, 2011, the Company repurchased 54,566 shares of Class A common stock in the amount of $73,000 at an average price of $1.34 per share and 4,245,567 shares of Class D common stock in the amount of approximately $9.4 million at an average price of $2.21 per share. The Company continues to have an open stock repurchase authorization with respect to its Class A and D stock. During the year ended December 31, 2010, the Company did not repurchase any Class A Common Stock or Class D Common Stock. During the year ended December 31, 2009, the Company repurchased 34,889 shares of Class A Common Stock at an average price of $0.68 and 27.7 million shares of Class D Common Stock at an average price of $0.71.

Stock Option and Restricted Stock Grant Plan

Under the Company’s 1999 Stock Option and Restricted Stock Grant Plan (“Plan”), the Company had the authority to issue up to 10,816,198 shares of Class D common stock and 1,408,099 shares of Class A common stock. The Plan expired March 10, 2009. The options previously issued under this plan are exercisable in installments determined by the compensation committee of the Company’s board of directors at the time of grant. These options expire as determined by the compensation committee, but no later than ten years from the date of the grant. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock.

A new stock option and restricted stock plan (“the 2009 Stock Plan”) was approved by the stockholders at the Company’s annual meeting on December 16, 2009. The terms of the 2009 Stock Plan are substantially similar to the prior Plan. The Company has the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. As of December 31, 2011, 4,844,051 shares of Class D Common Stock were available for grant under the 2009 Stock Plan.

In December 2009, the compensation committee and the non-executive members of the Board of Directors approved a long-term incentive plan (the “2009 LTIP”) for certain “key” employees of the Company. The 2009 LTIP is comprised of 3,250,000 shares (the “LTIP Shares”) of the 2009 Stock Plan’s 8,250,000 shares of Class D Common Stock. Awards of the LTIP Shares were granted in the form of restricted stock and allocated among 31 employees of the Company, including the named executive officers. The named executive officers were allocated LTIP Shares as follows: (i) Chief Executive Officer (“CEO”) (1.0 million shares); (ii) the Chairperson (300,000 shares); (iii) the Chief Financial Officer (“CFO”) (225,000 shares); (iv) the Chief Administrative Officer (“CAO”) (225,000 shares); and (v) the President of the Radio Division (“PRD”) (130,000 shares). The remaining 1,370,000 shares were allocated among 26 other “key” employees. All awards will vest in three installments. The awards were granted effective January 5, 2010 and the first installment of 33% vested on June 5, 2010, the second installment vested on June 5, 2011. The third installment was originally scheduled to vest on June 5, 2012 but upon determination by the compensation committee was accelerated to vest on November 19, 2011. Pursuant to the terms of the 2009 Stock Plan, subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold into the open market for tax purposes on or about the vesting dates.

The Company follows the provisions under ASC 718, “Compensation - Stock Compensation,” using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. These stock-based awards do not participate in dividends until fully vested. The fair value of stock options is determined using the Black-Scholes (“BSM”) valuation model. Such fair value is recognized as an expense over the service period, net of estimated forfeitures, using the straight-line method. Estimating the number of stock awards that will ultimately vest requires judgment, and to the extent actual forfeitures differ substantially from our current estimates, amounts will be recorded as a cumulative adjustment in the period the estimated number of stock awards are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate.

The Company also uses the BSM valuation model to calculate the fair value of stock-based awards. The BSM incorporates various assumptions including volatility, expected life, and interest rates. For options granted, the Company uses the BSM option-pricing model and determines: (i) the term by using the simplified “plain-vanilla” method as allowed under SAB No. 110; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; and (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant.

The Company granted 181,520 stock options during the year ended December 31, 2011. The Company granted 39,430 stock options during the year ended December 31, 2010 and did not grant stock options during the year ended December 31, 2009. The per share weighted-average fair value of options granted during the years ended December 31, 2011 and 2010 was $1.38 and $2.45, respectively.

These fair values were derived using the BSM with the following weighted-average assumptions:

	For the Years Ended December 31,
	2011			2010			2009

Average risk-free interest rate		2.23	%		3.28	%		—
Expected dividend yield		0.00	%		0.00	%		—
Expected lives		6.00 years			6.25 years			—
Expected volatility		120.7	%		111.3	%		—

Transactions and other information relating to stock options for the years December 31, 2011, 2010 and 2009 are summarized below:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2008		5,547,000		$	9.64		—		—
Grants		—		$	—
Exercised		—		$	—
Forfeited/cancelled/expired		(182,000	)	$	9.68
Outstanding at December 31, 2009		5,365,000		$	9.64		—		—
Grants		39,000		$	3.17
Exercised		—		$	—
Forfeited/cancelled/expired		(405,000	)	$	11.57
Outstanding at December 31, 2010		4,999,000		$	9.40		—	$	—
Grants		182,000		$	1.38
Exercised		—		$	—
Forfeited/cancelled/expired		(370,000	)	$	16.57
Outstanding at December 31, 2011		4,811,000		$	8.60		4.47	$	—
Vested and expected to vest at December 31, 2011		4,797,000		$	8.62		4.45	$	—
Unvested at December 31, 2011		128,000		$	1.75		9.11	$	—
Exercisable at December 31, 2011		4,683,000		$	8.79		4.34	$	—

The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the year ended December 31, 2011 and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on December 31, 2011. This amount changes based on the fair market value of the Company’s stock. There were no options exercised during the year ended December 31, 2011. The number of options that vested during the year ended December 31, 2011 was 725,794.

As of December 31, 2011, approximately $107,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 7.6 months. The stock option weighted-average fair value per share was $3.45 at December 31, 2011.

Transactions and other information relating to restricted stock grants for the years ended December 31, 2011, 2010 and 2009 are summarized below:

	Shares			Average Fair Value at Grant Date
Unvested at December 31, 2008		628,000		$	2.14
Grants		—		$	—
Vested		(235,000	)	$	2.48
Forfeited/cancelled/expired		—		$	—
Unvested at December 31, 2009		393,000		$	1.94
Grants		3,375,000		$	3.09
Vested		(1,226,000	)	$	3.01
Forfeited/cancelled/expired		(232,000	)	$	3.23
Unvested at December 31, 2010		2,310,000		$	2.92
Grants		60,000		$	1.19
Vested		(2,203,000	)	$	2.99
Forfeited/cancelled/expired		(23,000	)	$	3.17
Unvested at December 31, 2011		144,000		$	1.10

The restricted stock grants were included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2011, approximately $126,000 of total unrecognized compensation cost related to restricted stock grants was expected to be recognized over the next 1.2 years.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2011

RELATED PARTY TRANSACTIONS

14. RELATED PARTY TRANSACTIONS:

The Company’s CEO and Chairperson own a music company called Music One, Inc. (“Music One”). The Company sometimes engages in promoting the recorded music product of Music One. Based on the cross-promotional value received by the Company, we believe that the provision of such promotion is fair. During the years ended December 31, 2011, 2010 and 2009, Radio One paid $6,000, $6,000 and $38,000, respectively, to or on behalf of Music One, primarily for market talent event appearances, travel reimbursement and sponsorships. For the years ended December 31, 2011, 2010 and 2009, the Company provided advertising to Music One in the amount of $1,000, $0 and $0, respectively. There were no cash, trade or no-charge orders placed by Music One in 2010 or 2009.

The office space and administrative support transactions between Radio One and Music One are conducted at cost and all expenses associated with the transactions are passed through at actual costs. Costs associated with office space on behalf of Music One are calculated based on square footage used by Music One, multiplied by Radio One’s actual per square foot lease costs for the appropriate time period. Administrative services are calculated based on the approximate hours provided by each Radio One employee to Music One, multiplied by such employee’s applicable hourly rate and related benefits allocation. Advertising spots are priced at an average unit rate. Based on the cross-promotional nature of the activities provided by Music One and received by the Company, we believe that these methodologies of charging average unit rates or passing through the actual costs incurred are fair and reflect terms no more favorable than terms generally available to a third-party.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

12 Months Ended

Dec. 31, 2011

PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

15. PROFIT SHARING AND EMPLOYEE SAVINGS PLAN:

The Company maintains a profit sharing and employee savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer allowable portions of their compensation on a pre-tax basis through contributions to the savings plan. The Company may contribute to the plan at the discretion of its board of directors. Effective January 1, 2006, the Company began matching employee contributions to the employee savings plan. As of January 1, 2008, the Company suspended the matching employer contribution indefinitely. For the years ended December 31, 2011, 2010 and 2009, no employer contributions were paid.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2011

COMMITMENTS AND CONTINGENCIES

16. COMMITMENTS AND CONTINGENCIES:

Radio Broadcasting Licenses

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times through December 1, 2019. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed.

Royalty Agreements

Effective December 31, 2009, our radio music license agreements with the two largest performance rights organizations, American Society of Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”) expired. The Radio Music License Committee (“RMLC”), which negotiates music licensing fees for most of the radio industry with ASCAP and BMI, has reached an agreement with these organizations on a temporary fee schedule that reflects a provisional discount of 7.0% against 2009 fee levels. The temporary fee reductions became effective in January 2010. Absent an agreement on long-term fees between the RMLC and ASCAP and BMI, the U.S. District Court in New York has the authority to make an interim and permanent fee ruling for the new contract period. In May 2010 and June 2010, the U.S. District Court’s judge charged with determining the licenses fees ruled to further reduce interim fees paid to ASCAP and BMI, respectively, down approximately another 11.0% from the previous temporary fees negotiated with the RMLC. In January 2012, the U.S. District Court approved a settlement between RMLC and ASCAP. The settlement determines the amount to be paid to ASCAP for usage through 2016. In addition, stations will receive a credit for overpayments made in 2010 and 2011.

The Company has entered into fixed fee and variable share agreements with music performance rights organizations that expire as late as 2015. During the years ended December 31, 2011, 2010 and 2009, the Company incurred expenses, including discontinued operations, of approximately $12.5 million, $11.4 million and $12.6 million, respectively, in connection with these agreements. For continuing operations, for the years ended December 31, 2011, 2010 and 2009, the Company incurred expenses of approximately $12.5 million, $11.4 million and $12.6 million, respectively, in connection with these agreements.

Leases and Other Operating Contracts and Agreements

The Company has noncancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 20 years. The Company’s leases for broadcast facilities generally provide for a base rent plus real estate taxes and certain operating expenses related to the leases. Certain of the Company’s leases contain renewal options, escalating payments over the life of the lease and rent concessions. Scheduled rent increases and rent concessions are being amortized over the terms of the agreements using the straight-line method, and are included in other liabilities in the accompanying consolidated balance sheets. The future rentals under non-cancelable leases as of December 31, 2011 are shown below.

The Company has other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next five years. The amounts the Company is obligated to pay for these agreements are shown below.

	Operating Lease Payments		Other Operating Contracts and Agreements
	(In thousands)
Years ending December 31:
2012	$	9,503	$	63,973
2013		8,054		27,789
2014		7,026		21,478
2015		5,932		5,100
2016		5,107		4,022
2017 and thereafter		16,464		638
Total	$	52,086	$	123,000

Rent expense included in continuing operations for the years ended December 31, 2011, 2010 and 2009 was approximately $9.6 million, $8.1 million and $8.8 million, respectively. Rent expense, including discontinued operations, for the years ended December 31, 2011, 2010 and 2009 was approximately $9.6 million, $8.1 million and $8.8 million, respectively.

Reach Media Noncontrolling Interest Shareholders’ Put Rights

Beginning on February 28, 2012, the noncontrolling interest shareholders of Reach Media have an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares. Beginning in 2012, this annual right can be exercised for a 30-day period beginning February 28 of each year. The purchase price for such shares may be paid in cash and/or registered Class D Common Stock of Radio One, at the discretion of Radio One. As a result, our ability to fund business operations, new acquisitions or new business initiatives could be limited. The noncontrolling interest shareholders of Reach Media did not exercise their right during the 30-day period that ended March 29, 2012, however, we have no assurances that they will or will not exercise their rights in future years.

Letters of Credit

As of December 31, 2011, we had four standby letters of credit totaling $1.2 million in connection with our annual insurance policy renewals and real estate leases. In addition, Reach Media had a letter of credit of $500,000 outstanding as of December 31, 2011.

Other Contingencies

The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Number 5
-Paragraph 9, 10, 11, 12
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+ Details

CONTRACT TERMINATION

12 Months Ended

Dec. 31, 2011

CONTRACT TERMINATION

17. CONTRACT TERMINATION:

In connection with the September 2005 termination of the Company’s sales representation agreements with Interep National Radio Sales, Inc. (“Interep”), and its subsequent agreements with Katz Communications, Inc. (“Katz”) making Katz the Company’s sole national sales representative, Katz paid the Company $3.4 million as an inducement to enter into new agreements and paid Interep approximately $5.3 million to satisfy the Company’s termination obligations. In August 2009, the Company completed amortizing both over the four-year life of the subsequent Katz agreements as a reduction to selling, general, and administrative expense. For the year ended December 31, 2009, selling, general and administrative expense was reduced by approximately $1.3 million.

QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2011

QUARTERLY FINANCIAL DATA (UNAUDITED)

18. QUARTERLY FINANCIAL DATA (UNAUDITED):

	Quarters Ended
	March 31			June 30			September 30			December 31(a)
	(In thousands, except share data)
2011:
Net revenue	$	65,009		$	97,062		$	104,445		$	98,093
Operating income (loss)		5,577			15,790			13,120			(9,001	)
Net (loss) income from continuing operations		(64,006	)		101,312			(7,406	)		(16,977	)
(Loss) income from discontinued operations		(36	)		(45	)		11			50
Consolidated net (loss) income attributable to common stockholders		(64,245	)		98,550			(9,878	)		(21,538	)
BASIC NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net (loss) income from continuing operations per share	$	(1.23	)	$	1.94		$	(0.20	)	$	(0.43	)
Net (loss) income from discontinued operations per share		(0.00	)		(0.00	)		0.00			0.00
Consolidated net (loss) income per share attributable to common stockholders	$	(1.23	)	$	1.94		$	(0.20	)	$	(0.43	)
DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net (loss) income from continuing operations per share	$	(1.23	)	$	1.86		$	(0.20	)	$	(0.43	)
Net (loss) income from discontinued operations per share		(0.00	)		(0.00	)		0.00			0.00
Consolidated net (loss) income per share attributable to common stockholders	$	(1.23	)	$	1.86		$	(0.20	)	$	(0.43	)
WEIGHTED AVERAGE SHARES OUTSTANDING
Weighted average shares outstanding — basic		52,117,552			50,831,560			50,270,550			49,782,016
Weighted average shares outstanding — diluted		52,117,552			52,905,060			50,270,550			49,782,016

(a)	The net loss from continuing operations for the quarter ended December 31, 2011 includes approximately $22.3 million of pre-tax impairment charges.

	Quarters Ended
	March 31			June 30			September 30			December 31(a)
	(In thousands, except share data)
2010:
Net revenue	$	58,980		$	75,194		$	74,430		$	71,163
Operating income (loss)		3,854			13,798			17,326			(19,739	)
Net (loss) income from continuing operations		(4,615	)		2,638			2,206			(26,523	)
Income (loss) from discontinued operations		18			(144	)		(158	)		(47	)
Consolidated net (loss) income attributable to common stockholders		(4,568	)		2,048			1,038			(27,151	)
BASIC NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net (loss) income from continuing operations per share	$	(0.09	)	$	0.04		$	0.02		$	(0.52	)
Net (loss) income from discontinued operations per share		(0.00	)		(0.00	)		(0.00	)		0.00
Consolidated net (loss) income per share attributable to common stockholders	$	(0.09	)	$	0.04		$	0.02		$	(0.52	)
DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net (loss) income from continuing operations per share	$	(0.09	)	$	0.04		$	0.02		$	(0.52	)
Net (loss) income from discontinued operations per share		(0.00	)		(0.00	)		(0.00	)		0.00
Consolidated net (loss) income per share attributable to common stockholders	$	(0.09	)	$	0.04		$	0.02		$	(0.52	)
WEIGHTED AVERAGE SHARES OUTSTANDING
Weighted average shares outstanding — basic		50,844,148			51,054,572			52,064,108			52,087,460
Weighted average shares outstanding — diluted		50,844,148			54,302,885			54,262,885			52,087,460

(a)	The net loss from continuing operations for the quarter ended December 31, 2010 includes approximately $36.1 million of pre-tax impairment charges.

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2011

SEGMENT INFORMATION

19. SEGMENT INFORMATION:

The Company has four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Internet; and (iv) Cable Television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

The Radio Broadcasting segment consists of all broadcast results of operations. The Company aggregates the broadcast markets in which it operates into the Radio Broadcasting segment. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show and related activities. The Internet segment includes the results of our online business, including the operations of Interactive One and CCI. The Cable Television segment consists of TV One’s results of operations. Corporate/Eliminations/Other represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments.

Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at fair value and eliminated in consolidation.

The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies are applied consistently across the segments.

Detailed segment data for the years ended December 31, 2011, 2010 and 2009 is presented in the following table:

	For the Years Ended December 31,
	2011			2010			2009
	(In thousands)
Net Revenue:
Radio Broadcasting	$	221,396		$	229,314		$	218,018
Reach Media		48,382			41,773			45,825
Internet		17,529			16,027			14,044
Cable Television		86,024			—			—
Corporate/Eliminations/Other		(8,722	)		(7,394	)		(6,010	)
Consolidated	$	364,609		$	279,720		$	271,877

Operating Expenses (including stock-based compensation):
Radio Broadcasting	$	138,961		$	135,809		$	125,414
Reach Media		41,426			34,817			32,026
Internet		20,062			22,737			23,046
Cable Television		61,369			—			—
Corporate/Eliminations/Other		17,905			17,636			10,560
Consolidated	$	279,723		$	210,999		$	191,046

Depreciation and Amortization:
Radio Broadcasting	$	6,705		$	7,080		$	9,383
Reach Media		3,952			4,249			3,934
Internet		3,694			4,942			6,408
Cable Television		21,790			—			—
Corporate/Eliminations/Other		928			1,114			1,239
Consolidated	$	37,069		$	17,385		$	20,964

Impairment of Long-Lived Assets:
Radio Broadcasting	$	14,509		$	19,949		$	65,937
Reach Media		7,822			16,114			—
Internet		—			—			—
Cable Television		—			—			—
Corporate/Eliminations/Other		—			—			—
Consolidated	$	22,331		$	36,063		$	65,937

Operating income (loss):
Radio Broadcasting	$	61,221		$	66,476		$	17,284
Reach Media		(4,818	)		(13,407	)		9,865
Internet		(6,227	)		(11,652	)		(15,410	)
Cable Television		2,865			—			—
Corporate/Eliminations/Other		(27,555	)		(26,144	)		(17,809	)
Consolidated	$	25,486		$	15,273		$	(6,070	)

	As of
	December 31, 2011		December 31, 2010
	(In thousands)
Total Assets:

Radio Broadcasting	$	806,822	$	846,260
Reach Media		33,737		47,900
Internet		33,265		33,698
Cable Television		561,325		—
Corporate/Eliminations/Other		51,333		71,354
Consolidated	$	1,486,482	$	999,212

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

+ Details

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2011

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:

The Company conducts a portion of its business through its subsidiaries. All of the Company’s Subsidiary Guarantors have fully and unconditionally guaranteed the Company’s 6⅜% Senior Subordinated Notes due February 2013, the 12½/15% Senior Subordinated Notes due May 2016, and the Company’s obligations under the 2011 Credit Agreement.

Set forth below are consolidated balance sheets for the Company and the Subsidiary Guarantors as of December 31, 2011 and 2010, and related consolidated statements of operations and cash flows for each of the three years ended December 31, 2011. 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.

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

As of December 31, 2011

	Combined
	Guarantor			Radio One,
	Subsidiaries			Inc.			Eliminations			Consolidated
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	187		$	35,752		$	—		$	35,939
Short-term investments		—			761			—			761
Trade accounts receivable, net of allowance for doubtful accounts		29,896			53,980			—			83,876
Prepaid expenses and other current assets		1,691			6,730			—			8,421
Current portion of content assets		—			27,383			—			27,383
Current assets from discontinued operations		(35	)		125			—			90
Total current assets		31,739			124,731			—			156,470
PREPAID PROGRAMMING AND DEPOSITS		—			2,329			—			2,329
PROPERTY AND EQUIPMENT, net		17,994			15,994			—			33,988
INTANGIBLE ASSETS, net		551,271			693,590			—			1,244,861
CONTENT ASSETS, net		—			36,605			—			36,605
LONG-TERM INVESTMENTS		—			7,428			—			7,428
INVESTMENT IN SUBSIDIARIES		—			588,292			(588,292	)		—
OTHER ASSETS		204			3,121			—			3,325
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		1,476			—			—			1,476
Total assets	$	602,684		$	1,472,090		$	(588,292	)	$	1,486,482

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,568		$	4,058		$	—		$	5,626
Accrued interest		—			6,703			—			6,703
Accrued compensation and related benefits		1,958			9,023			—			10,981
Current portion of content payables		—			20,807			—			20,807
Income taxes payable		—			1,794			—			1,794
Other current liabilities		9,367			2,860			—			12,227
Current portion of long-term debt		—			3,860			—			3,860
Current liabilities from discontinued operations		230			30			—			260
Total current liabilities		13,123			49,135			—			62,258
LONG-TERM DEBT, net of current portion and original issue discount		—			805,044			—			805,044
CONTENT PAYABLES, net of current portion		—			16,168			—			16,168
OTHER LONG-TERM LIABILITIES		1,240			17,281			—			18,521
DEFERRED TAX LIABILITIES		—			153,521			—			153,521
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		29			—			—			29
Total liabilities		14,392			1,041,149			—			1,055,541

REDEEMABLE NONCONTROLLING INTERESTS		—			20,343			—			20,343

STOCKHOLDERS’ EQUITY:
Common stock		—			50			—			50
Accumulated other comprehensive income		—			(199	)		—			(199	)
Additional paid-in capital		197,680			1,001,840			(197,680	)		1,001,840
Retained earnings (accumulated deficit)		390,612			(796,156	)		(390,612	)		(796,156	)
Total stockholders’ equity		588,292			205,535			(588,292	)		205,535
Noncontrolling interest		—			205,063			—			205,063
Total Equity		588,292			410,598			(588,292	)		410,598
Total liabilities, redeemable noncontrolling interests and equity	$	602,684		$	1,472,090		$	(588,292	)	$	1,486,482

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

As of December 31, 2010

	Combined
	Guarantor		Radio One,
	Subsidiaries		Inc.			Eliminations			Consolidated
	(In thousands)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,043	$	8,149		$	—		$	9,192
Trade accounts receivable, net of allowance for doubtful accounts		30,427		28,000			—			58,427
Prepaid expenses and other current assets		1,323		7,050			—			8,373
Current assets from discontinued operations		31		128			—			159
Total current assets		32,824		43,327			—			76,151
PROPERTY AND EQUIPMENT, net		19,392		13,649			—			33,041
INTANGIBLE ASSETS, net		567,600		271,345			—			838,945
INVESTMENT IN SUBSIDIARIES		—		609,199			(609,199	)		—
INVESTMENT IN AFFILIATED COMPANY		—		47,470			—			47,470
OTHER ASSETS		497		1,484			—			1,981
NON-CURRENT ASSESTS FROM DISCONTINUED OPERATIONS		1,624		—			—			1,624
Total assets	$	621,937	$	986,474		$	(609,199	)	$	999,212

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	411	$	2,598		$	—		$	3,009
Accrued interest		—		4,558			—			4,558
Accrued compensation and related benefits		2,332		8,389			—			10,721
Income taxes payable		—		1,671			—			1,671
Other current liabilities		8,383		3,321			—			11,704
Current portion of long-term debt		—		18,402			—			18,402
Current liabilities from discontinued operations		44		(10	)		—			34
Total current liabilities		11,170		38,929			—			50,099
LONG-TERM DEBT, net of current portion		—		623,820			—			623,820
OTHER LONG-TERM LIABILITIES		1,531		9,363			—			10,894
DEFERRED TAX LIABILITIES		—		89,392			—			89,392
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		37		—			—			37
Total liabilities		12,738		761,504			—			774,242

REDEEMABLE NONCONTROLLING INTERESTS		—		30,635			—			30,635

STOCKHOLDERS’ EQUITY:
Common stock		—		54			—			54
Accumulated comprehensive income adjustments		—		(1,424	)		—			(1,424	)
Additional paid-in capital		237,515		994,750			(237,515	)		994,750
Retained earnings (accumulated deficit)		371,684		(799,045	)		(371,684	)		(799,045	)
Total stockholders’ equity		609,199		194,335			(609,199	)		194,335
Total liabilities, redeemable noncontrolling interests and stockholders' equity	$	621,937	$	986,474		$	(609,199	)	$	999,212

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2011

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations			Consolidated
	(In thousands)

NET REVENUE	$	130,236		$	234,373		$	-		$	364,609
OPERATING EXPENSES:
Programming and technical		32,577			82,612			-			115,189
Selling, general and administrative, including stock-based compensation		55,781			70,903			-			126,684
Corporate selling, general and administrative, including stock-based compensation		-			37,850			-			37,850
Depreciation and amortization		7,995			29,074			-			37,069
Impairment of long-lived assets		14,509			7,822			-			22,331
Total operating expenses		110,862			228,261			-			339,123
Operating income (loss)		19,374			6,112			-			25,486
INTEREST INCOME		-			354			-			354
INTEREST EXPENSE		426			87,904			-			88,330
GAIN ON INVESTMENT IN AFFILIATED COMPANY		-			146,879			-			146,879
EQUITY IN INCOME OF AFFILIATED COMPANY		-			3,287			-			3,287
LOSS ON RETIREMENT OF DEBT		-			7,743			-			7,743
OTHER EXPENSE		-			324			-			324
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		18,948			60,661			-			79,609
PROVISION FOR INCOME TAXES		-			66,686			-			66,686
Net income (loss) before equity in income of subsidiaries and discontinued operations		18,948			(6,025	)		-			12,923
EQUITY IN INCOME OF SUBSIDIARIES		-			18,928			(18,928	)		-
Net income (loss) from continuing operations		18,948			12,903			(18,928	)		12,923
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(20	)		-			-			(20	)
Consolidated net income (loss)		18,928			12,903			(18,928	)		12,903
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			10,014			-			10,014
Consolidated net income (loss) attributable to common stockholders	$	18,928		$	2,889		$	(18,928	)	$	2,889

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2010

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations			Consolidated
	(In thousands)

NET REVENUE	$	134,872		$	144,848		$	-		$	279,720
OPERATING EXPENSES:
Programming and technical, including stock-based compensation		34,207			40,645			-			74,852
Selling, general and administrative, including stock-based compensation		58,864			44,361			-			103,225
Corporate selling, general and administrative, including stock-based compensation		-			32,922			-			32,922
Depreciation and amortization		9,825			7,560			-			17,385
Impairment of long-lived assets		-			36,063			-			36,063
Total operating expenses		102,896			161,551			-			264,447
Operating income (loss)		31,976			(16,703	)		-			15,273
INTEREST INCOME		-			127			-			127
INTEREST EXPENSE		-			46,834			-			46,834
EQUITY IN INCOME OF AFFILIATED COMPANY		-			5,558			-			5,558
GAIN ON RETIREMENT OF DEBT		-			6,646			-			6,646
OTHER INCOME (EXPENSE)		142			(3,203	)		-			(3,061	)
Income (Loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		32,118			(54,409	)		-			(22,291	)
PROVISION FOR INCOME TAXES		-			3,971			-			3,971
Net income (loss) before equity in income of subsidiaries and discontinued operations		32,118			(58,380	)		-			(26,262	)
EQUITY IN INCOME OF SUBSIDIARIES		-			31,957			(31,957	)		-
Net income (loss) from continuing operations		32,118			(26,423	)		(31,957	)		(26,262	)
LOSS FROM DISCONTINUED OPERATIONS, net of tax		(161	)		(202	)		-			(363	)
Consolidated net income (loss)		31,957			(26,625	)		(31,957	)		(26,625	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			2,008			-			2,008
Consolidated net income (loss) attributable to common stockholders	$	31,957		$	(28,633	)	$	(31,957	)	$	(28,633	)

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2009

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations		Consolidated
	(In thousands)

NET REVENUE	$	124,457		$	147,420		$	-	$	271,877
OPERATING EXPENSES:
Programming and technical, including stock-based compensation		34,455			40,981			-		75,436
Selling, general and administrative, including stock-based compensation		53,692			37,186			-		90,878
Corporate selling, general and administrative, including stock-based compensation		-			24,732			-		24,732
Depreciation and amortization		11,913			9,051			-		20,964
Impairment of long-lived assets		50,933			15,004			-		65,937
Total operating expenses		150,993			126,954			-		277,947
Operating (loss) income		(26,536	)		20,466			-		(6,070	)
INTEREST INCOME		-			144			-		144
INTEREST EXPENSE		3			38,401			-		38,404
EQUITY IN INCOME OF AFFILIATED COMPANY		-			3,653			-		3,653
GAIN ON RETIREMENT OF DEBT		-			1,221			-		1,221
OTHER INCOME (EXPENSE)		36			(140	)		-		(104	)
Loss before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		(26,503	)		(13,057	)		-		(39,560	)
PROVISION FOR INCOME TAXES		-			7,014			-		7,014
Net loss before equity in loss of subsidiaries and discontinued operations		(26,503	)		(20,071	)		-		(46,574	)
EQUITY IN LOSS OF SUBSIDIARIES		-			(28,579	)		28,579		-
Net loss from continuing operations		(26,503	)		(48,650	)		28,579		(46,574	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, net of tax		(2,076	)		92			-		(1,984	)
Consolidated net loss		(28,579	)		(48,558	)		28,579		(48,558	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			4,329			-		4,329
Consolidated net loss attributable to common stockholders	$	(28,579	)	$	(52,887	)	$	28,579	$	(52,887	)

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2011

	Combined			Radio
	Guarantor			One,
	Subsidiaries			Inc.			Eliminations		Consolidated

	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$	18,928		$	(6,025	)	$	-	$	12,903
Adjustments to reconcile consolidated net loss to net cash from operating activities:
Depreciation and amortization		7,995			29,074			-		37,069
Amortization of debt financing costs		-			3,750			-		3,750
Amortization of content assets		-			31,539			-		31,539
Deferred income taxes		-			64,151			-		64,151
Gain on investment in affiliated company		-			(146,879	)		-		(146,879	)
Impairment of long-lived assets		14,509			7,822			-		22,331
Equity in net income of affiliated company		-			(3,287	)		-		(3,287	)
Stock-based compensation		-			5,146			-		5,146
Non-cash interest		-			26,023			-		26,023
Loss on retirement of debt		-			7,743			-		7,743
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable, net		531			2,454			-		2,985
Prepaid expenses and other current assets		(368	)		3,596			-		3,228
Other assets		293			3,552			-		3,845
Accounts payable		1,157			(3,980	)		-		(2,823	)
Due to corporate/from subsidiaries		(44,220	)		44,220			-		-
Accrued interest		-			2,145			-		2,145
Accrued compensation and related benefits		(374	)		(1,266	)		-		(1,640	)
Income taxes payable		-			123			-		123
Other liabilities		693			(14,474	)		-		(13,781	)
Net cash flows provided by operating activities from discontinued operations		-			447			-		447
Net cash flows (used in) provided by operating activities		(856	)		55,874			-		55,018
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(9,445	)		-		(9,445	)
Net cash and investments acquired in connection with TV One consolidation		-			65,245			-		65,245
Purchase of content assets		-			(23,412	)		-		(23,412	)
Net cash flows used in investing activities		-			32,388			-		32,388
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		-			378,280			-		378,280
Payment of credit facility		-			(356,576	)		-		(356,576	)
Debt refinancing and modification costs		-			(6,253	)		-		(6,253	)
Repurchase of noncontrolling interests		-			(54,595	)		-		(54,595	)
Proceeds from noncontrolling interest member		-			2,776			-		2,776
Payment of dividends to noncontrolling interest shareholders of Reach Media		-			(1,511	)		-		(1,511	)
Payment of dividends to noncontrolling interest shareholders of TV One		-			(12,306	)		-		(12,306	)
Repayment of other debt		-			(1,000	)		-		(1,000	)
Repurchase of common stock		-			(9,474	)		-		(9,474	)
Net cash flows used in financing activities		-			(60,659	)		-		(60,659	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(856	)		27,603			-		26,747
CASH AND CASH EQUIVALENTS, beginning of period		1,043			8,149			-		9,192
CASH AND CASH EQUIVALENTS, end of period	$	187		$	35,752		$	-	$	35,939

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2010

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations		Consolidated
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	31,957		$	(58,582	)	$	-	$	(26,625	)
Adjustments to reconcile consolidated net loss to net cash from operating activities:
Depreciation and amortization		9,825			7,560			-		17,385
Amortization of debt financing costs		-			2,970			-		2,970
Write off of debt financing costs		-			3,055			-		3,055
Deferred income taxes		-			1,311			-		1,311
Impairment of long-lived assets		-			36,063			-		36,063
Equity in net income of affiliated company		-			(5,558	)		-		(5,558	)
Stock-based compensation and other non-cash compensation		-			5,799			-		5,799
Gain on retirement of debt		-			(6,646	)		-		(6,646	)
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable, net		(2,575	)		(8,914	)		-		(11,489	)
Prepaid expenses and other current assets		474			(3,918	)		-		(3,444	)
Other assets		984			6,138			-		7,122
Accounts payable		(417	)		(736	)		-		(1,153	)
Due to corporate/from subsidiaries		(35,711	)		35,711			-		-
Accrued interest		-			(4,941	)		-		(4,941	)
Accrued compensation and related benefits		(327	)		801			-		474
Income taxes payable		-			138			-		138
Other liabilities		(499	)		3,915			-		3,416
Net cash flows used in operating activities from discontinued operations		49			(90	)		-		(41	)
Net cash flows provided by operating activities		3,760			14,076			-		17,836
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(4,322	)		-		(4,322	)
Purchase of intangible assets		-			(342	)		-		(342	)
Net cash flows used in investing activities		-			(4,664	)		-		(4,664	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		-			342,000			-		342,000
Payment of credit facility		-			(339,343	)		-		(339,343	)
Proceeds from issuance of Senior Subordinated Notes		-			286,794			-		286,794
Repayment of Senior Subordinated Notes		-			(290,800	)		-		(290,800	)
Payment of dividend to noncontrolling interest shareholders of Reach Media		(2,844	)		-			-		(2,844	)
Payment of bank financing costs		-			(19,750	)		-		(19,750	)
Net cash flows used in financing activities		(2,844	)		(21,099	)		-		(23,943	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		916			(11,687	)		-		(10,771	)
CASH AND CASH EQUIVALENTS, beginning of period		127			19,836			-		19,963
CASH AND CASH EQUIVALENTS, end of period	$	1,043		$	8,149		$	-	$	9,192

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2009

	Combined
	Guarantor			Radio
	Subsidiaries			One, Inc.			Eliminations		Consolidated
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(28,579	)	$	(19,979	)	$	-	$	(48,558	)
Adjustments to reconcile consolidated net loss to net cash from operating activities:
Depreciation and amortization		11,913			9,051			-		20,964
Amortization of debt financing costs		-			2,419			-		2,419
Deferred income taxes		-			1,996			-		1,996
Impairment of long-lived assets		50,933			15,004			-		65,937
Equity in net losses of affiliated company		-			(3,653	)		-		(3,653	)
Stock-based compensation and other non-cash compensation		-			1,649			-		1,649
Gain on retirement of debt		-			(1,221	)		-		(1,221	)
Amortization of contract inducement and termination fee		(598	)		(665	)		-		(1,263	)
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable, net		(2,491	)		4,922			-		2,431
Prepaid expenses and other current assets		154			202			-		356
Other assets		(277	)		5,101			-		4,824
Accounts payable		(375	)		1,215			-		840
Due to corporate/from subsidiaries		(30,646	)		30,646			-		-
Accrued interest		-			(584	)		-		(584	)
Accrued compensation and related benefits		437			(583	)		-		(146	)
Income taxes payable		-			1,502			-		1,502
Other liabilities		(642	)		(2,109	)		-		(2,751	)
Net cash flows provided by (used in) operating activities from discontinued operations		755			(54	)		-		701
Net cash flows provided by operating activities		584			44,859			-		45,443
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(3,058	)		(1,470	)		-		(4,528	)
Purchase of intangible assets		-			(343	)		-		(343	)
Net cash flows used in investing activities		(3,058	)		(1,813	)		-		(4,871	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior subordinated notes		-			(1,220	)		-		(1,220	)
Repayment of other debt		-			(153	)		-		(153	)
Proceeds from credit facility		-			116,500			-		116,500
Repurchase of common stock		-			(19,697	)		-		(19,697	)
Payment of credit facility		-			(136,670	)		-		(136,670	)
Payment of bank financing costs		-			(1,658	)		-		(1,658	)
Net cash flows used in financing activities		-			(42,898	)		-		(42,898	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(2,474	)		148			-		(2,326	)
CASH AND CASH EQUIVALENTS, beginning of period		2,601			19,688			-		22,289
CASH AND CASH EQUIVALENTS, end of period	$	127		$	19,836		$	-	$	19,963

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2011

SUBSEQUENT EVENTS

21. SUBSEQUENT EVENTS:

Effective January 1, 2012, the Company amended existing affiliate agreements with Reach Media. The cash affiliation fees between Reach Media and the Company are waived for the period covered by the agreement. In addition, for the period February 28, 2015 to February 28, 2016, Reach Media will have an additional minute of commercial inventory to sell. The amended affiliate agreements expire on February 28, 2016.

Effective March 16, 2012, Barry Mayo, President – Radio Division, resigned as an officer of the Company to pursue other opportunities.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2011

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

RADIO ONE, INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2011, 2010 and 2009

Description	Balance at Beginning of Year		Additions Charged to Expense		Acquired from Acquisitions		Deductions		Balance at End of Year
	(In thousands)
Allowance for Doubtful Accounts:
2011	$	3,023	$	1,840	$	1,123	$	2,267	$	3,719
2010		2,651		2,616		—		2,244		3,023
2009		3,520		2,124		—		2,993		2,651

Description	Balance at Beginning of Year		Additions Charged to Expense		Acquired from Acquisitions		Deductions		Balance at End of Year
	(In thousands)
Valuation Allowance for Deferred Tax Assets:
2011	$	230,359	$	14,015	$	—	$	553	$	244,927
2010		228,019		2,084		—		256		230,359
2009		205,756		21,958		—		305		228,019