================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 Commission File No. 333-30795 RADIO ONE, INC. (Exact name of registrant as specified in its charter) Delaware 52-1166660 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5900 Princess Garden Parkway, 8th Floor Lanham, Maryland 20706 (Address of principal executive offices) (301) 306-1111 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 10, 2000 ----- ----------------------------- Class A Common Stock, $.01 Par Value 22,272,622 Class B Common Stock, $.01 Par Value 2,867,463 Class C Common Stock, $.01 Par Value 3,132,458 ================================================================================
RADIO ONE, INC. AND SUBSIDIARIES -------------------------------- Form 10-Q For the Quarter Ended March 31, 2000 TABLE OF CONTENTS ----------------- <TABLE> <CAPTION> Page ---- <S> <C> PART I FINANCIAL INFORMATION Item 1 Consolidated Financial Statements 3 Consolidated Condensed Balance Sheets as of 4 December 31, 1999 and March 31, 2000 (Unaudited) Consolidated Statements of Operations for the 5 Three months ended March 31, 1999 and 2000 (Unaudited) Consolidated Statements of Changes in Stockholders' Equity for the 6 three months ended March 31, 2000 (Unaudited) Consolidated Statements of Cash Flows for the 7 Three months ended March 31, 1999 and 2000 (Unaudited) Notes to Consolidated Financial Statements 8 Item 2 Management's Discussion and Analysis of Financial 10 Condition and Results of Operations PART II OTHER INFORMATION Item 1 Legal Proceedings 13 Item 2 Changes in Securities 14 Item 3 Defaults upon Senior Securities 14 Item 4 Submission of Matters to a Vote of Security Holders 14 Item 5 Other Information 14 Item 6 Exhibits and Reports on Form 8-K 14 Signature 16 </TABLE> 2
PART I. FINANCIAL INFORMATION Item 1. Financial Statements (See pages 4-9 -- This page intentionally left blank.) 3
RADIO ONE, INC. AND SUBSIDIARIES -------------------------------- Consolidated Balance Sheets --------------------------- As of December 31, 1999, and March 31, 2000 ------------------------------------------- <TABLE> <CAPTION> December 31, March 31, 1999 2000 -------------- ------------- ASSETS (Unaudited) <S> <C> <C> CURRENT ASSETS: Cash and cash equivalents $ 6,221,000 $125,588,000 Investments, available for sale 256,390,000 274,154,000 Trade accounts receivable, net of allowance for doubtful accounts of $2,429,000 and $2,877,000, respectively 19,833,000 15,635,000 Prepaid expenses and other 1,035,000 1,061,000 Deferred income taxes 984,000 987,000 -------------- ------------- Total current assets 284,463,000 417,425,000 PROPERTY AND EQUIPMENT, NET 15,512,000 16,797,000 INTANGIBLE ASSETS, NET 218,460,000 292,883,000 OTHER ASSETS 9,101,000 141,199,000 -------------- ------------- Total assets $527,536,000 $868,304,000 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,663,000 $ 1,498,000 Accrued expenses 6,941,000 7,324,000 Income taxes payable 1,532,000 1,369,000 Other current liabilities -- 2,182,000 -------------- ------------- Total current liabilities 10,136,000 12,373,000 LONG-TERM DEBT AND DEFERRED INTEREST, NET OF CURRENT PORTIONS: 82,626,000 83,697,000 DEFERRED INCOME TAX LIABILITY 14,518,000 14,208,000 -------------- ------------- Total liabilities 107,280,000 110,278,000 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock - Class A, $.001 par value, 30,000,000 shares authorized, 17,221,000 and 22,273,000 shares issued and outstanding 17,000 22,000 Common stock - Class B, $.001 par value, 30,000,000 shares authorized, 2,867,000 and 2,867,000 shares issued and outstanding 3,000 3,000 Common stock - Class C, $.001 par value, 30,000,000 shares authorized, 3,184,000 and 3,132,000 shares issued and outstanding 3,000 3,000 Accumulated comprehensive income adjustments 40,000 (233,000) Additional paid-in capital 446,400,000 782,377,000 Accumulated deficit (26,207,000) (24,146,000) -------------- ------------- Total stockholders' equity 420,256,000 758,026,000 -------------- ------------- Total liabilities and stockholders' equity $527,536,000 $868,304,000 ============== ============= </TABLE> The accompanying notes are an integral part of these balance sheets. 4
RADIO ONE, INC. AND SUBSIDIARIES -------------------------------- Consolidated Statements of Operations ------------------------------------- For the Three Months Ended March 31, 1999 and 2000 -------------------------------------------------- <TABLE> <CAPTION> Three Months Ended March 31, -------------------------------- 1999 2000 -------------- -------------- (Unaudited) <S> <C> <C> REVENUE: Broadcast revenue, including barter revenue of $298,000 and $853,000, respectively $ 13,390,000 $ 25,124,000 Less: agency commissions 1,573,000 2,972,000 --------------- -------------- Net broadcast revenue 11,817,000 22,152,000 --------------- -------------- OPERATING EXPENSES: Program and technical 2,472,000 4,240,000 Selling, general and administrative 5,144,000 8,299,000 Corporate expenses 858,000 1,118,000 Stock-based compensation 225,000 -- Depreciation and amortization 3,128,000 5,489,000 --------------- -------------- Total operating expenses 11,827,000 19,146,000 --------------- -------------- Operating (loss) income (10,000) 3,006,000 INTEREST EXPENSE, INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS 3,737,000 3,582,000 OTHER INCOME, net 63,000 4,237,000 --------------- -------------- (Loss) income before provision for income taxes (3,684,000) 3,661,000 PROVISION FOR INCOME TAXES 251,000 1,600,000 --------------- -------------- NET (LOSS) INCOME $ (3,935,000) $ 2,061,000 =============== ============== NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS $ (4,940,000) $ 2,061,000 =============== ============== BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE APPLICABLE TO COMMON STOCKHOLDERS $ (.52) $ .08 =============== ============== SHARES USED IN COMPUTING BASIC NET (LOSS) INCOME PER COMMON SHARE APPLICABLE TO COMMON 9,429,000 24,536,000 =============== ============== SHARES USED IN COMPUTING DILUTED NET (LOSS) INCOME PER COMMON SHARE APPLICABLE TO COMMON STOCK HOLDERS 9,429,000 24,636,000 =============== ============== </TABLE> The accompanying notes are an integral part of these consolidated statements. 5
RADIO ONE, INC. AND SUBSIDIARIES -------------------------------- Consolidated Statements of Changes in Stockholders' Equity ---------------------------------------------------------- For the Three Months Ended March 31, 2000 ----------------------------------------- <TABLE> <CAPTION> Common Common Stock Common Stock Comprehensive Stock Class A Class B Class C Income ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> BALANCE, AS OF DECEMBER 31,1998 $ - $ 2,000 $ 3,000 Comprehensive income: Net income - - - $ 133,000 Unrealized gain on securities - - - 40,000 -------------- Comprehensive income - - - $ 173,000 ============== Preferred stock dividends - - - Issuance of stock for acquisition 2,000 1,000 - Stock issued to an officer - - - Conversion of warrants 5,000 - - Issuance of common stock 10,000 - - ---------- ---------- ---------- BALANCE, AS OF DECEMBER 31, 1999 17,000 3,000 3,000 Comprehensive income: - - - Net income - - - $ 2,061,000 Unrealized loss on securities - - - (273,000) -------------- Comprehensive income - - - $ 1,788,000 ============== Issuance of common stock 5,000 - - ---------- ---------- ---------- BALANCE, AS OF MARCH 31, $ 22,000 $ 3,000 $ 3,000 ========== ========== ========== 2000(Unaudited) <CAPTION> Accumulated Comprehensive Total Income Additional Paid Accumulated Stockholders' Adjustments In Capital Deficit Equity ------------ -------------- -------------- -------------- <S> <C> <C> <C> <C> BALANCE, AS OF DECEMBER 31,1998 $ - $ - $ (24,864,000) (24,859,000) Comprehensive income: Net income - 133,000 133,000 Unrealized gain on securities 40,000 - - 40,000 Comprehensive income - - - - Preferred stock dividends - - (1,476,000) (1,476,000) Issuance of stock for acquisition - 34,191,000 - 34,194,000 Stock issued to an officer - 225,000 - 225,000 Conversion of warrants - (5,000) - - Issuance of common stock - 411,989,000 - 411,999,000 ------------ -------------- -------------- -------------- BALANCE, AS OF DECEMBER 31,1999 40,000 446,400,000 (26,207,000) 420,256,000 Comprehensive income: - - - - Net income - - 2,061,000 2,061,000 Unrealized loss on securities (273,000) - - (273.000) Comprehensive income - - - - Issuance of common stock - 335,977,000 - 335,982,000 ------------ -------------- -------------- BALANCE, AS OF MARCH 31, $ (233,000) $ 782,377,000 $ (24,146,000) $ 758,026,000 ============ ============== ============== ============== 2000(Unaudited) </TABLE> The accompanying notes are an integral part of these consolidated statements. 6
RADIO ONE, INC. AND SUBSIDIARIES -------------------------------- Consolidated Statements of Cash Flows ------------------------------------- For the Three Months Ended March 31, 1999, ------------------------------------------ and the Three Months Ended March 31, 2000 ----------------------------------------- <TABLE> <CAPTION> Three Months Ended March 31, ---------------------------------- 1999 2000 ---------------- --------------- (Unaudited) <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (3,935,000) $ 2,061,000 Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization 3,128,000 5,489,000 Amortization of debt financing costs, unamortized discount and deferred interest 1,088,000 1,258,000 Deferred income taxes and reduction in valuation reserve on deferred taxes -- (313,000) Non-cash compensation to officer 225,000 -- Non-cash advertising revenue in exchange for equity investments -- (322,000) Effect of change in operating assets and liabilities- Trade accounts receivable 1,858,000 4,191,000 Prepaid expenses and other 44,000 59,000 Other assets (178,000) (113,000) Accounts payable (358,000) (168,000) Accrued expenses and other 2,080,000 211,000 ---------------- --------------- Net cash flows from operating activities 3,952,000 12,353,000 ---------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (1,285,000) (568,000) Equity investments (1,000,000) (114,000) Purchase of available-for-sale investments, net -- (18,037,000) Deposits and payments for station purchases (5,826,000) (210,231,000) --------------- --------------- Net cash flows from investing activities (8,111,000) (228,950,000) --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of debt (16,365,000) (18,000) Proceeds from debt issuances 22,650,000 -- Deferred financing costs (276,000) -- Proceeds from issuance of common stock, net of issuance costs -- 335,982,000 --------------- --------------- Net cash flows from financing activities 6,009,000 335,964,000 --------------- --------------- INCREASE IN CASH AND CASH EQUIVALENTS 1,850,000 119,367,000 CASH AND CASH EQUIVALENTS, beginning of period 4,455,000 6,221,000 --------------- --------------- CASH AND CASH EQUIVALENTS, end of period $ 6,305,000 $ 125,588,000 =============== =============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for- Interest $ 1,011,000 $ 656,000 =============== =============== Income taxes $ 212,000 $ 2,051,000 =============== =============== </TABLE> The accompanying notes are an integral part of these consolidated statements. 7
RADIO ONE, INC. AND SUBSIDIARIES -------------------------------- Notes to Consolidated Financial Statements ------------------------------------------ March 31, 2000 -------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization and Business - ------------------------- Radio One, Inc. (a Delaware corporation referred to as Radio One) and its subsidiaries, Radio One Licenses, Inc., WYCB Acquisition Corporation, Radio One of Detroit, Inc., Allur-Detroit, Inc. and Allur Licenses, Inc. (Delaware corporations), Broadcast Holdings, Inc. (a Washington, D.C., corporation), Bell Broadcasting Company (a Michigan corporation) and Radio One of Atlanta, Inc. and its wholly owned subsidiaries, ROA Licenses, Inc., and Dogwood Communications, Inc. (Delaware corporations), and its wholly owned subsidiary, Dogwood Licenses, Inc. (a Delaware corporation) (collectively referred to as the Company) were organized to acquire, operate and maintain radio broadcasting stations. The Company owns and operates radio stations in the Washington, D.C.; Baltimore, Maryland; Philadelphia, Pennsylvania; Detroit, Michigan; Kingsley, Michigan; Atlanta, Georgia; Cleveland, Ohio; St. Louis, Missouri; Richmond, Virginia; and Boston, Massachusetts, markets. The Company also operates radio stations in Richmond, Virginia, through a time brokerage agreement. The Company's operating results are significantly affected by its market share in the markets that it has stations. Basis of Presentation - --------------------- The accompanying consolidated financial statements include the accounts of Radio One and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Interim Financial Statements - ---------------------------- The interim consolidated financial statements included herein for Radio One and its wholly owned subsidiaries have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Results for interim periods are not necessarily indicative of results to be expected for the full year. It is suggested that these consolidated financial statements be read in conjunction with the Company's December 31, 1999, financial statement and notes thereto included in the Company's annual report on Form 10-K. Radio One did not have comprehensive income adjustments for the three months ended March 31, 1999. 8
2. ACQUISITIONS: On March 11, 2000, the Company entered into agreements to acquire 21 radio stations in 10 markets for approximately $1.4 billion. The Company expects to finance these acquisitions with available cash and other third-party financings. On February 28, 2000, the Company completed its acquisition of WPLY-FM, located in the Philadelphia, Pennsylvania market, for approximately $80.0 million. The acquisition of WPLY-FM resulted in the recording of approximately $78.7 million of intangible assets. 3. PUBLIC OFFERING: In March 2000, the Company completed a public offering of 5.0 million shares of Class A common stock at $70.00 per share. The proceeds from this offering, net of offering costs, were approximately $336.0 million. 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following information should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report and the audited financial statements and Management's Discussion and Analysis combined in the Company's Form 10-K filed for the year ended December 31, 1999. RESULTS OF OPERATIONS - --------------------- Comparison of periods ended March 31, 1999 to the periods ended March 31, 2000 (all periods are unaudited - all numbers in 000s except per share data). <TABLE> <CAPTION> Three months ended Three months ended March 31, March 31, 1999 2000 ------------------------- ------------------------- <S> <C> <C> STATEMENT OF OPERATIONS DATA: REVENUE: Broadcast revenue $ 13,390 $ 25,124 Less: Agency commissions 1,573 2,972 ------------------------- ------------------------- Net broadcast revenue 11,817 22,152 ------------------------- ------------------------- OPERATING EXPENSES: Programming and technical 2,472 4,240 Selling, G&A 5,144 8,299 Corporate expenses 858 1,118 Stock-based compensation 225 - Depreciation & amortization 3,128 5,489 ------------------------- ------------------------- Total operating expenses 11,827 19,146 ------------------------- ------------------------- Operating income (loss) (10) 3,006 INTEREST EXPENSE 3,737 3,582 OTHER INCOME, net 63 4,237 ------------------------- ------------------------- Income (loss) before Provision for income taxes (3,684) 3,661 PROVISION FOR INCOME TAXES 251 1,600 ------------------------- ------------------------- Net income (loss) $ (3,935) $ 2,061 ========================= ========================= Net income (loss) applicable to common shareholders $ (4,940) $ 2,061 ========================= ========================= DILUTED PER SHARE DATA: Net income (loss) per share $ (0.42) $ 0.08 Preferred dividends per share $ (0.10) - Net income (loss) per share applicable to After-tax cash flow per share $ (0.06) $ 0.30 BASIC PER SHARE DATA: Net income (loss) per share $ (0.42) $ 0.08 </TABLE> 10
<TABLE> <S> <C> <C> Preferred dividends per share $ (0.10) - Net income (loss) per share applicable to common shareholders $ (0.52) $ 0.08 After-tax cash flow per share $ (0.06) $ 0.30 OTHER DATA: Broadcast cash flow (a) $ 4,201 $ 9,613 Broadcast cash flow margin 35.6% 43.4% EBITDA (b) $ 3,343 $ 8,495 EBITDA margin 28.3% 38.3% After-tax cash flow (c) $ (582) $ 7,450 Weighted average shares outstanding - basic (d) 9,429 24,536 Weighted average shares outstanding - diluted (d) 9,429 24,636 </TABLE> Net broadcast revenue increased to approximately $22.2 million for the quarter ended March 31, 2000 from approximately $11.8 million for the quarter ended March 31, 1999 or 88%. This increase in net broadcast revenue was the result of continuing broadcast revenue growth in all of the Company's markets in which it has operated for at least one year as the Company benefited from historical ratings increases at certain of its radio stations, improved power ratios at these stations as well as industry growth in each of these markets. Additional revenue gains were derived from the Company's mid-1999 acquisitions in Cleveland and Richmond (where the Company also operates stations under a time brokerage agreement), as well as the March 1999 acquisition of Radio One of Atlanta, Inc., and the acquisition of WPLY-FM in Philadelphia which closed on February 28, 2000. Operating expenses excluding depreciation, amortization and stock-based compensation increased to approximately $13.7 million for the quarter ended March 31, 2000 from approximately $8.5 million for the quarter ended March 31, 1999 or 61%. This increase in expenses was related to the Company's rapid expansion within all of the markets in which it operates including increased variable costs associated with increased revenue, as well as start-up and expansion expenses in its newer markets of Cleveland and Richmond, as well as higher costs associated with operating as a public company. Broadcast operating income increased to approximately $3.0 million for the quarter ended March 31, 2000 from a loss of approximately $10,000 for the quarter ended March 31, 1999. This increase for the quarter was attributable to proportionately higher revenue as described above partially offset by higher depreciation and amortization expenses associated with the Company's several acquisitions made in 1998 and 1999. Interest expense decreased to approximately $3.6 million for the quarter ended March 31, 2000 from approximately $3.7 million for the quarter ended March 31, 1999 or 3%. This decrease relates primarily to the pay-down of debt under the Company's bank credit facility with proceeds raised in a follow-on equity offering in November 1999. Other income (almost exclusively interest income) increased to approximately $4.2 million for the quarter ended March 31, 2000 from approximately $0.1 million for the quarter ended March 31, 1999 or 4,100%. This increase was due to the Company's high cash balances and investment instruments following its equity offerings in November 1999 and March 2000. Income before provision for income taxes increased to approximately $3.7 million for the quarter ended March 31, 2000 from a loss of approximately $3.7 million for the quarter ended March 31, 1999. This increase was due to higher operating income enhanced by higher interest income, as described above. Net income increased to approximately $2.1 million for the quarter ended March 31, 2000 from a loss of approximately $3.9 million for the quarter ended March 31, 1999. This increase in net income for the quarter was due to higher income before taxes partially offset by an increased provision for income taxes. 11
Broadcast cash flow increased to approximately $9.6 million for the quarter ended March 31, 2000 from approximately $4.2 million for the quarter ended March 31, 1999 or 129%. This increase was attributable to the increases in broadcast revenue partially offset by higher operating expenses as described above. Earnings before interest, taxes, depreciation, and amortization (EBITDA), and excluding stock-based compensation expense, increased to approximately $8.5 million for the quarter ended March 31, 2000 from approximately $3.3 million for the quarter ended March 31, 1999 or 158%. This increase was attributable to the increase in broadcast revenue and interest income partially offset by higher operating expenses and higher corporate expenses partially associated with the costs of operating as a public company. After-tax cash flow increased to approximately $7.5 million for the quarter ended March 31, 2000 from a loss of approximately $0.6 million for the quarter ended March 31, 1999. This increase was attributable to the increase in operating income and interest income partially offset by higher interest charges associated with the financings of various acquisitions as well as the provision for income taxes, as described above. (a) "Broadcast cash flow" is defined as broadcast operating income plus corporate expenses (including stock-based compensation) and depreciation and amortization of both tangible and intangible assets. (b) "EBITDA" is defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation. (c) "After-tax cash flow" is defined as income before income taxes and extraordinary items plus depreciation, amortization and stock-based compensation, less the current income tax provision. (d) As of March 31, 2000 the Company had 28,272,543 shares of common stock outstanding. 12
LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The capital structure of the Company consists of the Company's outstanding long-term debt and stockholders' equity. The stockholders' equity consists of common stock, additional paid-in capital and accumulated deficit. The Company's balance of cash and cash equivalents was approximately $6.2 million as of December 31, 1999. The Company's balance of cash and cash equivalents was approximately $125.6 million as of March 31, 2000. This increase resulted primarily from the Company's stronger cash flow from operating activities during the first three months of 2000 as well as the Company's public offering on March 3, 2000 from which it raised approximately $336.0 million, partially offset by cash paid for the acquisition of WPLY-FM on February 28, 2000. At March 31, 2000 the entire amount of $100.0 million remained available (based on various covenant restrictions) to be drawn down from the Company's bank credit facility. In general, the Company's primary source of liquidity is cash provided by operations and, to the extent necessary, on undrawn commitments available under the Company's bank credit facility. Net cash flow from operating activities increased to approximately $12.4 million for the three months ended March 31, 2000 from approximately $3.9 million for the three months ended March 31, 1999 for an increase of 218%. This increase was due to a higher net income resulting from increased revenue and interest income partially offset by higher depreciation and amortization charges associated with the various acquisitions made by the Company in the past year and a higher provision for income taxes as compared to the first three months of 1999. Non-cash expenses of depreciation and amortization increased to approximately $5.5 million for the three months ended March 31, 2000 from approximately $3.1 million for the three months ended March 31, 1999 or 77% due to various acquisitions made by the Company within the past year. Net cash flow used in investing activities increased to approximately $229.0 million for the three months ended March 31, 2000 compared to approximately $8.1 million for the three months ended March 31, 1999 or 2,727%. During the three months ended March 31, 2000 the Company acquired radio station WPLY-FM in the Philadelphia, Pennsylvania market for approximately $80.0 million. The company also made escrow deposits of approximately $133.1 million on anticipated acquisitions including 12 radio stations in seven markets in the United States from Clear Channel Communications, Inc. and AMFM, Inc., six radio stations in the Charlotte, North Carolina and Augusta, Georgia markets through an acquisition of Davis Broadcasting, Inc., and three radio stations in the Indianapolis, Indiana market from Shirk, Inc. and IBL, L.L.C. Also during the three months ended March 31, 2000 the Company made purchases of capital equipment totaling approximately $0.6 million and net purchases of investment instruments available for sale for approximately $18.0 million. Net cash flow from financing activities was approximately $336.0 million for the three months ended March 31, 2000. During the three months ended March 31, 2000, the Company completed a public offering of common stock and raised net proceeds of approximately $336.0 million. A portion of the proceeds was used to fund the escrow deposits mentioned above, with the balance to be used in part for general operating expenses and to fund future acquisitions. As a result of the aforementioned, cash and cash equivalents increased by $119.4 million during the three months ended March 31, 2000 compared to an approximate $1.9 million increase during the three months ended March 31, 1999. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is from time to time engaged in legal proceedings incidental to its business. The Company does not believe that any legal proceedings that it is currently engaged in, either individually or in the aggregate, will have a material adverse effect on the Company. 13
Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information On February 28, 2000 the Company acquired the assets of radio station WPLY-FM in the Philadelphia, Pennsylvania market, for approximately $80.0 million. On March 8, 2000 the Company completed an offering of 5,000,000 shares of Class A Common Stock at an offering price of $70.00 per share. From this offering, the Company received net proceeds of approximately $336.0 million after deducting offering costs. On March 11, 2000 the Company entered into agreements to acquire a total of 21 radio stations in three separate transactions: (i) we agreed to acquire from Clear Channel Communications, Inc. and AMFM, Inc. the assets of 12 radio stations located in seven markets in the United States for approximately $1.3 billion; (ii) we agreed to acquire Davis Broadcasting, Inc. owner of six radio stations in the Charlotte, North Carolina and Augusta, Georgia markets for approximately $24.0 million in cash and stock; and (iii) we agreed to acquire from Shirk, Inc. and IBL, L.L.C. the assets of three radio stations located in the Indianapolis, Indiana market for approximately $40.0 million in cash and stock. Item 6. Exhibits and Reports on Form 8-K EXHIBITS 3.1 Amended and Restated Certificate of Incorporation of Radio One, Inc. (dated as of May 4, 2000), as filed with the State of Delaware on May 9, 2000. 3.2 Amended and Restated By-laws of Radio One, Inc., amended as of March 17, 2000 (incorporated by reference to Radio One's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 000-25969; Film No. 582596)). 4.1 Indenture dated as of May 15, 1997 among Radio One, Inc., Radio One Licenses, Inc. and United States Trust Company of New York (incorporated by reference to Radio One's Annual Report on Form 10-K for the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327)). 4.2 First Supplemental Indenture dated as of June 30, 1998, to Indenture dated as of May 15, 1997, by and among Radio One, Inc., as Issuer and United States Trust Company of New York, as Trustee, by and among Radio One, Inc., Bell Broadcasting Company, Radio One of Detroit, Inc., and United States Trust Company of New York, as Trustee (incorporated by reference to Radio One's Current Report on Form 8-K filed July 13, 1998 (File No. 333-30795; Film No. 98665139)). 14
4.3 Second Supplemental Indenture dated as of December 23, 1998, to Indenture dated as of May 15, 1997, by and among Radio One, Inc., as Issuer and United States Trust Company of New York, as Trustee, by and among Radio One, Inc., Allur-Detroit, Allur Licenses, Inc., and United States Trust Company of New York, as Trustee (incorporated by reference to Radio One's Current Report on Form 8-K filed January 12, 1999 (File No. 333-30795; Film No. 99504706)). 4.7 Standstill Agreement dated as of June 30, 1998 among Radio One, Inc., the subsidiaries of Radio One, Inc., United States Trust Company of New York and the other parties thereto (incorporated by reference to Radio One's Quarterly Report on Form 10-Q for the period ended June 30, 1998 (File No. 333- 30795; Film No. 98688998)). 4.9 Stockholders Agreement dated as of March 2, 1999 among Catherine L. Hughes and Alfred C. Liggins, III (incorporated by reference to Radio One's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 000-25969; Film No. 99686684)). 10.58 Asset Purchase Agreement dated as of March 11, 2000 relating to the acquisition of KMJQ-FM and KBXX-FM, licensed to Houston, Texas, WVCG(AM), licensed to Coral Gables, Florida, WZAK-FM, licensed to Cleveland, Ohio, WJMO-AM, licensed to Cleveland Heights, Ohio, KKBT-FM, licensed to Los Angeles, California, KBFB-FM, licensed to Dallas, Texas, WJMZ-FM , licensed to Anderson, South Carolina, WFXC-FM, licensed to Durham, North Carolina, WFXK-FM, licensed to Tarboro, North Carolina, WNNL-FM, licensed to Farquay-Varina, North Carolina and WQOK-FM, licensed to South Boston, Virginia. 10.59 Agreement and Plan of Merger dated as of March 11, 2000 relating to the acquisition of WCCJ-FM, licensed to Harrisburg, North Carolina, WFXA-FM and WTHB-AM, licensed to Augusta, Georgia, WAKB-FM, licensed to Wrens, Georgia, WAEG-FM, licensed to Evans, Georgia and WAEJ-FM, licensed to Waynesboro, Georgia. 10.60 Asset Purchase Agreement dated as of March 11, 2000 relating to the acquisition of WHHH-FM, licensed to Indianapolis, Indiana, WBKS-FM, licensed to Greenwood, Indiana, WYJZ-FM, licensed to Lebanon, Indiana and W53AV, licensed to Indianapolis, Indiana. 27.1 Financial data schedule (EDGAR version only). 15
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RADIO ONE, INC. _______________________________________________________ May 12, 2000 Scott R. Royster Executive Vice President and Chief Financial Officer (Principal Accounting Officer) 16