11. 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 6³/₈% Senior Subordinated Notesdue February 2013, the 12¹/ ₂%/15% Senior Subordinated Notesdue May 2016, and the Company’s obligations under the 2011 Credit Agreement, as amended.

On February 14, 2013, one of our subsidiaries, Reach Media, became a guarantor with respect to the 2011 Credit Agreement. This change in status has been retrospectively reflected in the accompanying consolidating financial statements.

Set forth below are consolidating balance sheets for the Company and the Subsidiary Guarantors as of June 30, 2013, and December 31, 2012, and the related consolidating statements of operations, comprehensive loss and cash flows for the three and six months ended June 30, 2013 and 2012. We have applied the equity method of accounting to report our investments in subsidiaries. Separate financial statements for the subsidiary guarantors are not presented (except as described below) based on management’s determination that those financial statements do not provide additional information that is material to investors.

The Radio One, Inc. column of the condensed consolidating financial statements reflects the assets directly owned by Radio One, Inc., which consist of assets for several radio markets, and also includes the FCC licenses associated with those markets whose assets are directly owned by Radio One, Inc.

The non-wholly owned subsidiaries column of the condensed consolidating financial information reflects the financial statement activity for Reach Media. The Company, through one of its guarantor subsidiaries, has an 80% ownership interest in Reach Media. We have also included separate financial statements for Reach Media for the financial statement periods covered by this filing.

The non-guarantor subsidiary column of the condensed consolidating financial information reflects the financial statement activity for TV One, LLC (“TV One”). Radio One, through one of its guarantor subsidiaries, has an approximately 51% ownership interest in TV One. The financial information within this column does not reflect the Company’s basis in TV One as the “push down” of this basis would not be required or permitted in separate financial statements of TV One.

The consolidation adjustments column reflects consolidating adjustments to: (i) eliminate the investment in subsidiaries, (ii), reflect the Company’s basis in TV One, (iii) allocate the consolidated net income to the noncontrolling interests, and (iv) eliminate intercompany transactions.

In connection with preparing the quarterly report on Form 10-Q for the quarter ended June 30, 2013, the Company identified misclassifications in its previously filed financial statements related to the condensed consolidating financial statements of guarantors in the notes to its previously filed financial statements in its quarterly report on Form 10-Q for the quarter ended March 31, 2013 (the “First Quarter 10-Q”) and in its annual report on Form 10-K for the year ended December 31, 2012 (the “2012 10-K”). The misclassifications primarily relate to: (i) including TV One in the “Radio One, Inc.” column in the condensed consolidating financial statements in each of the 2012 10-K and the First Quarter 10-Q although TV One is a non-guarantor subsidiary of the Company under its outstanding notes registered under the Securities Act of 1933; (ii) including Reach Media, Inc. (“Reach Media”) in the “Radio One, Inc.” column in the condensed consolidating financial statements in the 2012 10-K although Reach Media was a non-guarantor subsidiary for that reporting period; and (iii) after Reach Media became a guarantor under the Company’s outstanding registered notes on February 14, 2013, including Reach Media in the “Wholly-Owned Guarantor Subsidiaries” column in the condensed consolidating financial statements in the First Quarter 10-Q and the comparative period in 2012 rather than a separate column for “non-wholly owned guarantor subsidiaries”. Additionally, the Company determined separate financial statements for Reach Media should have been included in the First Quarter 10-Q because it is not wholly owned by the Company. The accompanying condensed consolidating financial statements for the current period reflect these corrections. In consultation with its audit committee, management has concluded it will amend the previously filed financial statements in its 2012 10-K and First Quarter 2013 10-Q to reflect these corrections in those filings. These changes have no impact on the Company’s consolidated financial statements, including its consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in equity or consolidated statements of cash flows for any previously reported period.

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended June 30, 2013

	Wholly-Owned
	Guarantor		Non Wholly-Owned		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Guarantor Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)

NET REVENUE	$	35,901	$	18,015	$	29,517	$	37,729	$	(1,560)	$	119,602
OPERATING EXPENSES:
Programming and technical		7,524		7,451		5,260		13,960		(1,298)		32,897
Selling, general and administrative, including stock-based compensation		15,186		7,573		10,837		7,683		(262)		41,017
Corporate selling, general and administrative, including stock-based compensation		-		1,075		5,116		1,821		-		8,012
Depreciation and amortization		1,406		352		1,126		173		6,410		9,467
Impairment of long-lived assets		1,200		-		8,600		-		-		9,800
Total operating expenses		25,316		16,451		30,939		23,637		4,850		101,193
Operating income (loss)		10,585		1,564		(1,422)		14,092		(6,410)		18,409
INTEREST INCOME		-		-		85		17		-		102
INTEREST EXPENSE		400		-		18,967		3,039		-		22,406
EQUITY IN (LOSS) INCOME OF SUBSIDIARIES		(79)		-		10,122		-		(10,043)		-
OTHER INCOME, net		1		-		29		-		-		30
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		10,107		1,564		(10,153)		11,070		(16,453)		(3,865)
PROVISION FOR INCOME TAXES		-		798		3,904		-		-		4,702
Net income (loss) from continuing operations		10,107		766		(14,057)		11,070		(16,453)		(8,567)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		15		-		-		-		-		15
CONSOLIDATED NET INCOME (LOSS)		10,122		766		(14,057)		11,070		(16,453)		(8,552)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		5,662		5,662
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	10,122	$	766	$	(14,057)	$	11,070	$	(22,115)	$	(14,214)

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended June 30, 2012

	Wholly-Owned
	Guarantor		Non Wholly-Owned		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Guarantor Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)

NET REVENUE	$	33,387	$	8,546	$	33,458	$	32,254	$	(1,815)	$	105,830
OPERATING EXPENSES:
Programming and technical		7,470		6,004		7,590		12,879		(1,027)		32,916
Selling, general and administrative, including stock-based compensation		13,579		1,226		11,267		5,719		(254)		31,537
Corporate selling, general and administrative, including stock-based compensation		-		1,715		6,681		1,994		(535)		9,855
Depreciation and amortization		1,639		293		1,049		162		6,599		9,742
Impairment of long-lived assets		313		-		-		-		-		313
Total operating expenses		23,001		9,238		26,587		20,754		4,783		84,363
Operating income (loss)		10,386		(692)		6,871		11,500		(6,598)		21,467
INTEREST INCOME		-		2		15		8		-		25
INTEREST EXPENSE		250		-		19,639		3,039		-		22,928
EQUITY IN (LOSS) INCOME OF SUBSIDIARIES		(2,572)		-		7,591		-		(5,019)		-
OTHER (INCOME) EXPENSE, net		(7)		-		617		-		-		610
Income (loss) before benefit from income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		7,571		(690)		(5,779)		8,469		(11,617)		(2,046)
BENEFIT FROM INCOME TAXES		-		133		48,358		-		-		48,491
Net income (loss) from continuing operations		7,571		(557)		42,579		8,469		(11,617)		46,445
INCOME FROM DISCONTINUED OPERATIONS, net of tax		20		-		-		-		-		20
CONSOLIDATED NET INCOME (LOSS)		7,591		(557)		42,579		8,469		(11,617)		46,465
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		3,797		3,797
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	7,591	$	(557)	$	42,579	$	8,469	$	(15,414)	$	42,668

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2013

	Wholly-Owned Guarantor Subsidiaries		Non Wholly-Owned Guarantor Subsidiaries		Radio One, Inc.		Non-Guarantor Subsidiaries		Consolidation Adjustments		Consolidated
	(Unaudited)
	(In thousands)

NET REVENUE	$	66,378	$	27,556	$	54,162	$	73,721	$	(3,103)	$	218,714
OPERATING EXPENSES:
Programming and technical		15,075		14,915		10,548		25,333		(2,501)		63,370
Selling, general and administrative, including stock-based compensation		29,317		9,317		21,041		14,667		(602)		73,740
Corporate selling, general and administrative, including stock-based compensation		-		2,214		11,045		4,230		-		17,489
Depreciation and amortization		2,886		640		2,264		358		12,859		19,007
Impairment of long-lived assets		2,570		-		8,600		-		-		11,170
Total operating expenses		49,848		27,086		53,498		44,588		9,756		184,776
Operating income (loss)		16,530		470		664		29,133		(12,859)		33,938
INTEREST INCOME		-		-		115		27		-		142
INTEREST EXPENSE		763		-		37,811		6,078		-		44,652
EQUITY IN (LOSS) INCOME OF SUBSIDIARIES		(1,010)		-		15,685		-		(14,675)		-
OTHER INCOME, net		10		-		60		-		-		70
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		14,767		470		(21,287)		23,082		(27,534)		(10,502)
PROVISION FOR INCOME TAXES		-		472		10,911		-		-		11,383
Net income (loss) from continuing operations		14,767		(2)		(32,198)		23,082		(27,534)		(21,885)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		918		-		-		-		-		918
CONSOLIDATED NET INCOME (LOSS)		15,685		(2)		(32,198)		23,082		(27,534)		(20,967)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		11,353		11,353
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	15,685	$	(2)	$	(32,198)	$	23,082	$	(38,887)	$	(32,320)

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2012

	Wholly-Owned Guarantor Subsidiaries		Non Wholly-Owned Guarantor Subsidiaries		Radio One, Inc.		Non-Guarantor Subsidiaries		Consolidation Adjustments		Consolidated
	(Unaudited)
	(In thousands)

NET REVENUE	$	62,544	$	22,099	$	63,470	$	64,490	$	(3,809)	$	208,794
OPERATING EXPENSES:
Programming and technical		15,295		11,981		14,777		24,101		(2,126)		64,028
Selling, general and administrative, including stock-based compensation		27,023		7,717		23,491		12,691		(613)		70,309
Corporate selling, general and administrative, including stock-based compensation		-		3,610		12,790		4,118		(1,070)		19,448
Depreciation and amortization		3,282		594		2,040		311		13,200		19,427
Impairment of long-lived assets		313		-		-		-		-		313
Total operating expenses		45,913		23,902		53,098		41,221		9,391		173,525
Operating income (loss)		16,631		(1,803)		10,372		23,269		(13,200)		35,269
INTEREST INCOME		-		4		29		14		-		47
INTEREST EXPENSE		499		-		40,098		6,078		-		46,675
EQUITY IN (LOSS) INCOME OF SUBSIDIARIES		(5,044)		-		11,093		-		(6,049)		-
OTHER EXPENSE, NET		-		-		602		1		-		603
Income (loss) before (benefit from) provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		11,088		(1,799)		(19,206)		17,204		(19,249)		(11,962)
(BENEFIT FROM) PROVISION FOR INCOME TAXES		-		(624)		17,387		-		-		16,763
Net income (loss) from continuing operations		11,088		(1,175)		(36,593)		17,204		(19,249)		(28,725)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		5		-		-		-		-		5
CONSOLIDATED NET INCOME (LOSS)		11,093		(1,175)		(36,593)		17,204		(19,249)		(28,720)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		7,854		7,854
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	11,093	$	(1,175)	$	(36,593)	$	17,204	$	(27,103)	$	(36,574)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, 2013

	Wholly-Owned
	Guarantor		Non Wholly-Owned		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries Guarantor		One, Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)
CONSOLIDATED NET INCOME (LOSS)	$	10,122	$	766	$	(14,057)	$	11,070	$	(16,453)	$	(8,552)
NET CHANGE IN UNREALIZED LOSS ON INVESTMENT ACTIVITIES, NET OF TAX		-		-		-		(82)		-		(82)
COMPREHENSIVE INCOME (LOSS)		10,122		766		(14,057)		10,988		(16,453)		(8,634)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		5,662		5,662
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	10,122	$	766	$	(14,057)	$	10,988	$	(22,115)	$	(14,296)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, 2012

	Wholly-Owned		Non Wholly-Owned
	Guarantor		Guarantor		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)
CONSOLIDATED NET INCOME (LOSS)	$	7,591	$	(557)	$	42,579	$	8,469	$	(11,617)	$	46,465
NET CHANGE IN UNREALIZED GAIN ON INVESTMENT ACTIVITIES, NET OF TAX		-		-		-		23		-		23
COMPREHENSIVE INCOME (LOSS)		7,591		(557)		42,579		8,492		(11,617)		46,488
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		3,797		3,797
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	7,591	$	(557)	$	42,579	$	8,492	$	(15,414)	$	42,691

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Six Months Ended June 30, 2013

	Wholly-Owned		Non Wholly-Owned
	Guarantor		Guarantor		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)
CONSOLIDATED NET INCOME (LOSS)	$	15,685	$	(2)	$	(32,198)	$	23,082	$	(27,534)	$	(20,967)
NET CHANGE IN UNREALIZED LOSS ON INVESTMENT ACTIVITIES, NET OF TAX		-		-		-		(102)		-		(102)
COMPREHENSIVE INCOME (LOSS)		15,685		(2)		(32,198)		22,980		(27,534)		(21,069)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		11,353		11,353
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	15,685	$	(2)	$	(32,198)	$	22,980	$	(38,887)	$	(32,422)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Six Months Ended June 30, 2012

	Wholly-Owned		Non Wholly-Owned
	Guarantor		Guarantor		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)
CONSOLIDATED NET INCOME (LOSS)	$	11,093	$	(1,175)	$	(36,593)	$	17,204	$	(19,249)	$	(28,720)
NET CHANGE IN UNREALIZED GAIN ON INVESTMENT ACTIVITIES, NET OF TAX		-		-		-		120		-		120
COMPREHENSIVE INCOME (LOSS)		11,093		(1,175)		(36,593)		17,324		(19,249)		(28,600)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-		-		-		-		7,854		7,854
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	11,093	$	(1,175)	$	(36,593)	$	17,324	$	(27,103)	$	(36,454)

CONSOLIDATING BALANCE SHEETS

As of June 30, 2013

	Wholly-Owned		Non-Wholly Owned
	Guarantor		Guarantor		Radio One,		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		Inc.		Subsidiaries		Adjustments		Consolidated
	(Unaudited)
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	769	$	3,414	$	16,589	$	19,451	$	-	$	40,223
Short-term investments		-		-		-		3,193		-		3,193
Trade accounts receivable, net of allowance for doubtful accounts		30,953		13,470		16,628		34,122		-		95,173
Prepaid expenses and other current assets		1,574		1,082		2,218		644		-		5,518
Current portion of content assets		-		-		-		28,823		-		28,823
Current assets from discontinued operations		2		-		125		-		-		127
Total current assets		33,298		17,966		35,560		86,233		-		173,057
PROPERTY AND EQUIPMENT, net		15,722		418		18,156		1,654		21		35,971
INTANGIBLE ASSETS, net		459,075		15,785		310,314		17,523		367,851		1,170,548
CONTENT ASSETS, net		-		-		-		45,512		-		45,512
INVESTMENT IN SUBSIDIARIES		149,595		-		663,636		-		(813,231)		-
OTHER ASSETS		115		3		1,815		1,058		(661)		2,330
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		1,391		-		-		-		-		1,391
Total assets	$	659,196	$	34,172	$	1,029,481	$	151,980	$	(446,020)	$	1,428,809

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	2,211	$	968	$	775	$	4,376	$	-	$	8,330
Accrued interest		-		-		5,460		529		-		5,989
Accrued compensation and related benefits		1,658		1,074		4,335		2,390		-		9,457
Current portion of content payables		-		-		-		14,294		-		14,294
Other current liabilities		3,897		8,008		(1,516)		4,400		-		14,789
Current portion of long-term debt		-		-		3,840		-		-		3,840
Current liabilities from discontinued operations		163		-		26		-		-		189
Total current liabilities		7,929		10,050		12,920		25,989		-		56,888
LONG-TERM DEBT, net of current portion and original issue discount		-		-		693,948		119,000		-		812,948
CONTENT PAYABLES, net of current portion		-		-		-		10,402		-		10,402
OTHER LONG-TERM LIABILITIES		797		79		15,737		2,716		(364)		18,965
DEFERRED TAX LIABILITIES		-		804		198,446		-		-		199,250
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		13		-		-		-		-		13
Total liabilities		8,739		10,933		921,051		158,107		(364)		1,098,466

REDEEMABLE NONCONTROLLING INTERESTS		-		11,865		-		-		-		11,865

STOCKHOLDERS’ EQUITY:
Preferred stock		-		-		-		18		(18)		-
Common stock		-		10		48		18		(28)		48
Accumulated other comprehensive income		-		-		(96)		(108)		-		(204)
Additional paid-in capital		236,732		42,123		1,003,819		(2,500)		(276,355)		1,003,819
Retained earnings (accumulated deficit)		413,725		(30,759)		(895,341)		(3,555)		(379,411)		(895,341)
Total stockholders’ equity		650,457		11,374		108,430		(6,127)		(655,812)		108,322
Noncontrolling interest		-		-		-		-		210,156		210,156
Total Equity		650,457		11,374		108,430		(6,127)		(445,656)		318,478
Total liabilities, redeemable noncontrolling interests and equity	$	659,196	$	34,172	$	1,029,481	$	151,980	$	(446,020)	$	1,428,809

CONSOLIDATING BALANCE SHEETS

As of December 31, 2012

	Wholly-Owned		Non-Wholly Owned
	Guarantor		Guarantor		Radio One,		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		Inc.		Subsidiaries		Adjustments		Consolidated
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,342	$	2,414	$	22,512	$	30,987	$	-	$	57,255
Short-term investments		-		-		-		1,597		-		1,597
Trade accounts receivable, net of allowance for doubtful accounts		27,468		6,788		18,494		29,162		-		81,912
Prepaid expenses and other current assets		834		3,593		1,707		976		-		7,110
Current portion of content assets		-		-		-		27,723		-		27,723
Current assets from discontinued operations		3		-		124		-		-		127
Total current assets		29,647		12,795		42,837		90,445		-		175,724
PROPERTY AND EQUIPMENT, net		14,867		469		18,035		1,807		104		35,282
INTANGIBLE ASSETS, net		462,399		16,225		320,682		22,501		380,755		1,202,562
CONTENT ASSETS, net		-		-		-		38,981		-		38,981
INVESTMENT IN SUBSIDIARIES		163,499		-		678,171		-		(841,670)		-
OTHER ASSETS		231		3		2,095		1,541		(790)		3,080
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		4,566		-		-		-		-		4,566
Total assets	$	675,209	$	29,492	$	1,061,820	$	155,275	$	(461,601)	$	1,460,195

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	1,825	$	314	$	1,222	$	2,049	$	-	$	5,410
Accrued interest		-		-		5,320		529		-		5,849
Accrued compensation and related benefits		1,760		925		6,708		1,772		-		11,165
Current portion of content payables		-		-		-		17,694		-		17,694
Other current liabilities		4,023		4,216		2,625		5,299		-		16,163
Current portion of long-term debt		-		-		4,587		-		-		4,587
Current liabilities from discontinued operations		94		-		13		-		-		107
Total current liabilities		7,702		5,455		20,475		27,343		-		60,975
LONG-TERM DEBT, net of current portion and original issue discount		-		-		695,131		119,000		-		814,131
CONTENT PAYABLES, net of current portion		-		-		-		11,163		-		11,163
OTHER LONG-TERM LIABILITIES		884		122		14,833		2,828		(364)		18,303
DEFERRED TAX LIABILITIES		-		674		187,575		-		-		188,249
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		23		-		-		-		-		23
Total liabilities		8,609		6,251		918,014		160,334		(364)		1,092,844

REDEEMABLE NONCONTROLLING INTERESTS		-		12,853		-		-		-		12,853

STOCKHOLDERS’ EQUITY:
Preferred stock		-		-		-		18		(18)		-
Common stock		-		10		50		18		(28)		50
Accumulated other comprehensive income		-		-		(96)		(6)		-		(102)
Additional paid-in capital		268,560		41,135		1,006,873		21,548		(331,243)		1,006,873
Retained earnings (accumulated deficit)		398,040		(30,757)		(863,021)		(26,637)		(340,646)		(863,021)
Total stockholders’ equity		666,600		10,388		143,806		(5,059)		(671,935)		143,800
Noncontrolling interest		-		-		-		-		210,698		210,698
Total Equity		666,600		10,388		143,806		(5,059)		(461,237)		354,498
Total liabilities, redeemable noncontrolling interests and equity	$	675,209	$	29,492	$	1,061,820	$	155,275	$	(461,601)	$	1,460,195

CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2013

	Wholly-Owned		Non Wholly-Owned
	Guarantor		Guarantor		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	Unaudited
	(In thousands)
NET CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(4,573)	$	1,084	$	6,608	$	14,080	$	(12,276)	$	4,923
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-		(84)		(5,583)		(191)		-		(5,858)
Proceeds from sales of investment securities		-		-		-		753		-		753
Purchases of investment securities		-		-		-		(2,130)		-		(2,130)
Proceeds from sale of discontinued operations		4,000		-		-		-		-		4,000
Net cash flows provided by (used in) investing activities		4,000		(84)		(5,583)		(1,568)		-		(3,235)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility		-		-		(1,921)		-		-		(1,921)
Repurchase of common stock		-		-		(4,257)		-		-		(4,257)
Repayment of senior subordinated notes		-		-		(747)		-		-		(747)
Debt refinancing and modification costs		-		-		(23)		-		-		(23)
Payment of dividends to noncontrolling interest members of TV One		-		-		-		(24,048)		12,276		(11,772)
Net cash flows (used in) provided by financing activities		-		-		(6,948)		(24,048)		12,276		(18,720)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(573)		1,000		(5,923)		(11,536)		-		(17,032)
CASH AND CASH EQUIVALENTS, beginning of period		1,342		2,414		22,512		30,987		-		57,255
CASH AND CASH EQUIVALENTS, end of period	$	769	$	3,414	$	16,589	$	19,451	$	-	$	40,223

CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2012

	Wholly-Owned		Non Wholly-Owned
	Guarantor		Guarantor		Radio		Non-Guarantor		Consolidation
	Subsidiaries		Subsidiaries		One, Inc.		Subsidiaries		Adjustments		Consolidated
	Unaudited
	(In thousands)
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	800	$	2,479	$	11,459	$	9,652	$	(6,208)	$	18,182
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-		(89)		(5,716)		(907)		-		(6,712)
Proceeds from sales of investment securities		-		-		-		5,567		-		5,567
Purchases of investment securities		-		-		-		(530)		-		(530)
Net cash flows (used in) provided by investing activities		-		(89)		(5,716)		4,130		-		(1,675)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility		-		-		(3,889)		-		-		(3,889)
Debt refinancing and modification costs		-		-		(17)		-		-		(17)
Payment of dividends to noncontrolling interest members of TV One		-		-		-		(11,988)		6,208		(5,780)
Net cash flows used in financing activities		-		-		(3,906)		(11,988)		6,208		(9,686)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		800		2,390		1,837		1,794		-		6,821
CASH AND CASH EQUIVALENTS, beginning of period		33		1,683		19,361		14,862				35,939
CASH AND CASH EQUIVALENTS, end of period	$	833	$	4,073	$	21,198	$	16,656	$	-	$	42,760