##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-29079
 REGENT COMMUNICATIONS, INC.
  Delaware
    
    31-1492857(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
  
 
 
  o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting
company þ(Do not check if a smaller reporting company)
 o þ




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##### 



PagePart IItem 1 Business
    
    
    2Item 1A Risk Factors
    
    
    21Item 1B Unresolved Staff Comments
    
    
    28Item 2 Properties
    
    
    28Item 3 Legal Proceedings
    
    
    29Item 4 Submission of Matters to a Vote of Security Holders
    
    
    29Part IIItem 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    30Item 6 Selected Financial Data
    
    
    32Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    34Item 7A Quantitative and Qualitative Disclosures about Market Risk
    
    
    57Item 8 Financial Statements and Supplementary Data
    
    
    58Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    96Item 9A Controls and Procedures
    
    
    96Item 9B Other Information
    
    
    97Part IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    97Item 11 Executive Compensation
    
    
    97Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    97Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    98Item 14 Principal Accounting Fees and Services
    
    
    98Part IVItem 15 Exhibits, Financial Statement Schedules
    
    
    98EX-10(o)EX-10(q)EX-10(r)EX-21EX-23.1EX-31(a)EX-31(b)EX-32(a)EX-32(b)




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##### Table of Contents



General Development of Business
 Investing in Radio 2008 Market Report,
   -
    
    a greater use of radio advertising compared to the national average;-
    
    lower overall susceptibility to fluctuations in general economic conditions due to a lower percentage of national versus
local advertising revenues;-
    
    greater growth potential for advertising revenues as national and regional retailers expand into mid-sized markets; and-
    
    less direct format competition due to a smaller number of owners in any given market.
   Completed Dispositions
  - 2 -




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##### Table of Contents



SalePriceNo. of
    
    
    
    
    
    (in
    
    DatePurchaser
    
    Market
    
    Stations
    
    Call Letters
    
    millions)
    
    CompletedStephens Media Group
    
    Watertown, NY
    
    
    4
    
    
    WCIZ-FM
    
    $
    6.25
    
    
    
    02/01/08Watertown, LLC
    
    
    
    
    
    
    
    
    
    WFRY-FMWTNY-AMWNER-AMCapital Broadcasting, Inc.
    
    Albany, NY
    
    
    1
    
    
    WTMM-AM(1)
    
    $
    0.85
    
    
    
    02/05/08Culver Communications II,
    
    Buffalo, NY
    
    
    1
    
    
    WECK-AM
    
    $
    1.30
    
    
    
    03/11/08Inc. and related entities
 
 (1)
    
    Effective November 1, 2007, Capital Broadcasting, Inc. began operating WTMM-AM under
a time brokerage agreement. Operating Strategy
  Ownership of Strong Radio Station Clusters
  Aggressive Sales and Marketing
 - 3 -




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##### Table of Contents



Cross-platform Sales
 Targeted Programming and Promotion
 -
    
    creating distinct content and highly visible profiles for our on-air personalities;-
    
    utilizing market research to formulate recognizable brand names for select stations; and-
    
    supporting localism through active participation in community events and charities.
 Decentralized Operations
 Active Cost Management.
 Acquisition Strategy
  - 4 -




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##### Table of Contents



-
    
    greater revenue and station operating income diversity;-
    
    improved station operating income through the consolidation of facilities and the elimination of redundant expenses;-
    
    enhanced revenue by offering advertisers a broader range of advertising packages;-
    
    improved negotiating leverage with various key vendors;-
    
    enhanced appeal to top industry management talent; and-
    
    increased overall scale, which should facilitate our capital raising activities.
  -
    
    assess format quality and effectiveness so that we can refine or change station formats in order to increase audience and
revenue share;-
    
    upgrade transmission, audio processing and studio facilities;-
    
    expand and strengthen sales staff through active recruiting and in-depth training;-
    
    convert acquired stations to our communications network and centralized networked accounting system; and-
    
    establish revenue and expense budgets consistent with the programming and sales strategy and corresponding cost adjustments.
  - 5 -




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##### Table of Contents



Station Portfolio
   -
    
    The abbreviation MSA in the table means the markets rank among the
largest metropolitan statistical areas in the United States.-
    
    The abbreviation REV in the table means the ranking of the market by
BIAfns estimate of 2008 market gross radio advertising revenues in
the United States.-
    
    In the Primary Demographic Target column, the letter A designates
adults, the letter W designates women and the letter M designates
men. The numbers following each letter designate the range of ages
included within the demographic group.-
    
    Station Cluster Rank by Market Revenue Share in the table is the
ranking, by radio cluster market revenue, of each of our radio
clusters in its market among all other radio clusters in that market.-
    
    We obtained all metropolitan statistical area rank information, market
revenue information and station cluster market rank information for
all of our markets from Investing in Radio 2008 Market Report,
published by BIA Publications, Inc. The information was obtained from
that database on February 27, 2009.-
    
    We obtained all audience share information from the Fall 2008 Radio
Market Report published by The Arbitron Company, the radio broadcast
industrys principal ratings service. We derived station cluster
audience share based on persons ages 12 and over, listening Monday
through Sunday, 6:00 a.m. to 12:00 midnight.-
    
    N/A indicates the market has no MSA rank and is not rated by Arbitron.
 StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareAlbany, NY
    
    
    63
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    16.2WQBJ-FM
    
    
    
    
    
    
    
    
    
    Alternative Rock
    
    
    M 18-49WQBK-FM
    
    
    
    
    
    
    
    
    
    Alternative Rock
    
    
    M 18-49WBZZ-FM
    
    
    
    
    
    
    
    
    
    Hot Adult Contemporary
    
    
    W 25-54WGNA-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WTMM-FM
    
    
    
    
    
    
    
    
    
    Sports/Talk
    
    
    M 35+
 - 6 -




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##### Table of Contents



StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareBloomington, IL
    
    
    241
    
    
    
    201
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    32.8WJBC-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35-54WBNQ-FM
    
    
    
    
    
    
    
    
    
    Hot Adult Contemporary
    
    
    W 25-54WBWN-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WTRX-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+WJEZ-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    A 25-54Buffalo, NY
    
    
    52
    
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    26.3WYRK-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WJYE-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WBUF-FM
    
    
    
    
    
    
    
    
    
    JACK Adult Hits
    
    
    A 18-34WBLK-FM
    
    
    
    
    
    
    
    
    
    Urban AC
    
    
    A 25-54El Paso, TX
    
    
    76
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    13.5KSII-FM
    
    
    
    
    
    
    
    
    
    Hot Adult Contemporary
    
    
    W 25-54KLAQ-FM
    
    
    
    
    
    
    
    
    
    Rock
    
    
    M 18-49KROD-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+Evansville, IN
    
    
    163
    
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    33.2WKDQ-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WJLT-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+WDKS-FM
    
    
    
    
    
    
    
    
    
    CHR
    
    
    A 18-34WGBF-FM
    
    
    
    
    
    
    
    
    
    Rock
    
    
    A 18-34WGBF-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+Flint, MI
    
    
    127
    
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    20.3WCRZ-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WWBN-FM
    
    
    
    
    
    
    
    
    
    Active Rock
    
    
    M 18-34WFNT-AM
    
    
    
    
    
    
    
    
    
    Adult Standards
    
    
    A 35+WRCL-FM
    
    
    
    
    
    
    
    
    
    Rhythmic CHR
    
    
    A 18-34WQUS-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    A 25-54WLCO-AM
    
    
    
    
    
    
    
    
    
    Classic Country
    
    
    A 35+Ft. Collins-Greeley,
CO
    
    
    120
    
    
    
    163
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    16.4KUAD-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54KTRR-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54KMAX-FM
    
    
    
    
    
    
    
    
    
    Classic Hits
    
    
    A 25-54KKPL-FM
    
    
    
    
    
    
    
    
    
    Hot AC
    
    
    W 25-54KARS-FM
    
    
    
    
    
    
    
    
    
    Classic Hits
    
    
    A 25-54Grand Rapids,
MI
    
    
    67
    
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    14.8WLHT-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WGRD-FM
    
    
    
    
    
    
    
    
    
    New Rock
    
    
    M 18-49WTRV-FM
    
    
    
    
    
    
    
    
    
    Soft Adult Contemporary
    
    
    W 35+WNWZ-AM
    
    
    
    
    
    
    
    
    
    Spanish
    
    
    A 25-54WFGR-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+
 - 7 -




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##### Table of Contents



StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareLafayette, LA
    
    
    105
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    32.9KPEL-FM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
A 35+KTDY-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54KRKA-FM
    
    
    
    
    
    
    
    
    
    Rhythmic CHR
    
    
    A 18-34KFTE-FM
    
    
    
    
    
    
    
    
    
    Alternative
    
    
    A 18-34KMDL-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54KPEL-AM
    
    
    
    
    
    
    
    
    
    Sports
    
    
A 35+KROF-AM
    
    
    
    
    
    
    
    
    
    Cajun
    
    
A 35+Owensboro, KY
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/AWOMI-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
A 35+WBKR-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54Peoria, IL
    
    
    152
    
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    21.9WVEL-AM
    
    
    
    
    
    
    
    
    
    Gospel
    
    
A 35+WGLO-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    M 25-54WIXO-FM
    
    
    
    
    
    
    
    
    
    Active Rock
    
    
    A 18-34WZPW-FM
    
    
    
    
    
    
    
    
    
    Rhythmic CHR
    
    
    A 18-34WFYR-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54St. Cloud, MN
    
    
    216
    
    
    
    164
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    27.7KMXK-FM
    
    
    
    
    
    
    
    
    
    Hot Adult Contemporary
    
    
    W 25-54WWJO-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WJON-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
A 35+KLZZ-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    M 25-54KKSR-FM
    
    
    
    
    
    
    
    
    
    Active Rock
    
    
    A 18-34KXSS-AM
    
    
    
    
    
    
    
    
    
    Sports
    
    
M 35+Utica-Rome, NY
    
    
    164
    
    
    
    192
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    35.2WODZ-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
A 35+WLZW-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WFRG-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WIBX-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
A 35+
 
 Advertising Sales
   - 8 -




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##### Table of Contents



-
    
    the supply of, and demand for, radio advertising time;-
    
    a stations share of audiences in the demographic groups targeted by advertisers, as measured by ratings surveys estimating
the number of listeners tuned to the station at various times; and-
    
    the number of stations in the market competing for the same demographic groups.
  Competition
  - 9 -




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##### Table of Contents



Federal Regulation of
Radio Broadcasting
   Employees
  Federal Regulation of Radio Broadcasting
 Introduction.
 - 10 -




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##### Table of Contents



-
    
    assigns frequency bands for broadcasting;-
    
    determines the particular frequencies, locations, operating powers and other technical parameters of stations;-
    
    issues, renews, revokes, conditions and modifies station licenses;-
    
    determines whether to approve changes in ownership or control of station licenses;-
    
    regulates equipment used by stations; and-
    
    adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment
practices of stations.
  License Grant and Renewal
  - 11 -




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##### Table of Contents



ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseAlbany, NY
    
    WQBJ-FM
    
    
    B
    
    
    
    150
    
    
    
    50.0
    
    
    103.5 MHz
    
    
    06/01/14WQBK-FM
    
    
    A
    
    
    
    92
    
    
    
    6.0
    
    
    103.9 MHz
    
    PendingWBZZ-FM
    
    
    B1
    
    
    
    187
    
    
    
    7.1
    
    
    105.7 MHz
    
    
    06/01/14WGNA-FM
    
    
    B
    
    
    
    300
    
    
    
    12.5
    
    
    107.7 MHz
    
    
    06/01/14WTMM-FM
    
    
    A
    
    
    
    107
    
    
    
    5.0
    
    
    104.5  MHz
    
    
    06/01/14Bloomington, IL
    
    WJBC-AM
    
    
    C
    
    
    
    N/A
    
    
    
    1.0
    
    
    1230  kHz
    
    
    12/01/12WBNQ-FM
    
    
    B
    
    
    
    142
    
    
    
    50.0
    
    
    101.5 MHz
    
    
    12/01/12WBWN-FM
    
    
    B1
    
    
    
    100
    
    
    
    25.0
    
    
    104.1 MHz
    
    
    12/01/12WTRX-FM
    
    
    B1
    
    
    
    144
    
    
    
    12.0
    
    
    93.7 MHz
    
    
    12/01/12WJEZ-FM
    
    
    A
    
    
    
    149
    
    
    
    1.3
    
    
    98.9   MHz
    
    
    12/01/12Buffalo, NY
    
    WYRK-FM
    
    
    B
    
    
    
    142
    
    
    
    50.0
    
    
    106.5 MHz
    
    
    06/01/14WJYE-FM
    
    
    B
    
    
    
    154
    
    
    
    47.0
    
    
    96.1 MHz
    
    
    06/01/14WBUF-FM
    
    
    B
    
    
    
    195
    
    
    
    76.0
    
    
    92.9 MHz
    
    
    06/01/14WBLK-FM
    
    
    B
    
    
    
    154
    
    
    
    47.0
    
    
    93.7 MHz
    
    
    06/01/14El Paso, TX
    
    KSII-FM
    
    
    C
    
    
    
    433
    
    
    
    100.0
    
    
    93.1 MHz
    
    
    08/01/13KLAQ-FM
    
    
    C
    
    
    
    424
    
    
    
    100.0
    
    
    95.5 MHz
    
    
    08/01/13KROD-AM
    
    
    B
    
    
    
    N/A
    
    
    
    5.0
    
    
    600 kHz
    
    
    08/01/13Evansville, IN
    
    WKDQ-FM
    
    
    C
    
    
    
    300
    
    
    
    100.0
    
    
    99.5   MHz
    
    
    08/01/12WDKS-FM
    
    
    A
    
    
    
    100
    
    
    
    6.0
    
    
    106.1 MHz
    
    
    08/01/12WJLT-FM
    
    
    B
    
    
    
    150
    
    
    
    50.0
    
    
    105.3 MHz
    
    
    08/01/12WGBF-FM
    
    
    A
    
    
    
    138
    
    
    
    3.2
    
    
    103.1 MHz
    
    
    08/01/12WGBF-AM
    
    
    B
    
    
    
    N/A
    
    
    5.0 daytime
    
    1280  kHz
    
    
    08/01/121.0 night
 - 12 -




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ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseFlint, MI
    
    WCRZ-FM
    
    
    B
    
    
    
    101
    
    
    
    50.0
    
    
    107.9 MHz
    
    
    10/01/12WWBN-FM
    
    
    A
    
    
    
    149
    
    
    
    1.8
    
    
    101.5 MHz
    
    
    10/01/12WFNT-AM
    
    
    B
    
    
    
    N/A
    
    
    5.0 daytime
    
    1470 kHz
    
    
    10/01/121.0 nightWRCL-FM
    
    
    A
    
    
    
    133
    
    
    
    3.5
    
    
    93.7 MHz
    
    
    10/01/12WQUS-FM
    
    
    A
    
    
    
    91

    
    
    
    3.0
    
    
    103.1  MHz
    
    
    10/01/12WLCO-AM
    
    
    B
    
    
    
    N/A

    
    
    5.0 daytime
    
    1530 kHz
    
    
    10/01/121.0 nightFt. Collins-Greeley, CO
    
    KUAD-FM
    
    
    C1
    
    
    
    255
    
    
    
    100.0
    
    
    99.1 MHz
    
    
    04/01/13KTRR-FM
    
    
    C2
    
    
    
    234
    
    
    
    17.0
    
    
    102.5  MHz
    
    
    04/01/13KMAX-FM
    
    
    C3
    
    
    
    168
    
    
    
    8.7
    
    
    94.3 MHz
    
    
    04/01/13KKPL-FM
    
    
    C2
    
    
    
    150
    
    
    
    50.0
    
    
    99.9 MHz
    
    
    10/01/13KARS-FM
    
    
    C
    
    
    
    372
    
    
    
    100.0
    
    
    102.9  MHz
    
    
    10/01/13Grand Rapids, MI
    
    WLHT-FM
    
    
    B
    
    
    
    168
    
    
    
    40.0
    
    
    95.7 MHz
    
    
    10/01/12WGRD-FM
    
    
    B
    
    
    
    180
    
    
    
    13.0
    
    
    97.9 MHz
    
    
    10/01/12WTRV-FM
    
    
    A
    
    
    
    92
    
    
    
    3.5
    
    
    100.5 MHz
    
    
    10/01/12WNWZ-AM
    
    
    D
    
    
    
    N/A
    
    
    1.0 daytime
    
    1410 kHz
    
    
    10/01/12.048 nightWFGR-FM
    
    
    A
    
    
    
    150
    
    
    
    2.75
    
    
    98.7   MHz
    
    
    10/01/12Lafayette, LA
    
    KMDL-FM
    
    
    C2
    
    
    
    171
    
    
    
    38.0
    
    
    97.3   MHz
    
    
    06/01/12KRKA-FM
    
    
    C1
    
    
    
    263
    
    
    
    100.0
    
    
    107.9 MHz
    
    
    06/01/12KFTE-FM
    
    
    C2
    
    
    
    163
    
    
    
    42.0
    
    
    96.5   MHz
    
    
    06/01/12KTDY-FM
    
    
    C
    
    
    
    300
    
    
    
    100.0
    
    
    99.9   MHz
    
    
    06/01/12KPEL-FM
    
    
    C3
    
    
    
    89
    
    
    
    25.0
    
    
    105.1 MHz
    
    
    06/01/12KPEL-AM
    
    
    B
    
    
    
    N/A
    
    
    1.0 daytime
    
    1420  kHz
    
    
    06/01/120.75 nightKROF-AM
    
    
    D
    
    
    
    N/A
    
    
    1.0 daytime
    
    960    kHz
    
    
    06/01/12.095 nightOwensboro, KY
    
    WOMI-AM
    
    
    C
    
    
    
    N/A
    
    
    
    0.83
    
    
    1490  kHz
    
    
    08/01/12WBKR-FM
    
    
    C
    
    
    
    320
    
    
    
    91.0
    
    
    92.5  MHz
    
    
    08/01/12Peoria, IL
    
    WGLO-FM
    
    
    B1
    
    
    
    189
    
    
    
    7.0
    
    
    95.5   MHz
    
    
    12/01/12WZPW-FM
    
    
    B1
    
    
    
    114
    
    
    
    19.0
    
    
    92.3   MHz
    
    
    12/01/12WVEL-AM
    
    
    D
    
    
    
    N/A
    
    
    5.0 daytime
    
    1140  kHz
    
    
    12/01/12WFYR-FM
    
    
    B1
    
    
    
    103
    
    
    
    23.5
    
    
    97.3   MHz
    
    
    12/01/12WIXO-FM
    
    
    B
    
    
    
    169
    
    
    
    32.0
    
    
    105.7 MHz
    
    
    12/01/12St. Cloud, MN
    
    KMXK-FM
    
    
    C2
    
    
    
    150
    
    
    
    50.0
    
    
    94.9 MHz
    
    
    04/01/13WJON-AM
    
    
    C
    
    
    
    N/A
    
    
    
    1.0
    
    
    1240 kHz
    
    
    04/01/13WWJO-FM
    
    
    C
    
    
    
    305
    
    
    
    100.0
    
    
    98.1 MHz
    
    
    04/01/13KKSR-FM
    
    
    C2
    
    
    
    138
    
    
    
    50.0
    
    
    96.7 MHz
    
    
    04/01/13KLZZ-FM
    
    
    C3
    
    
    
    126
    
    
    
    9.0
    
    
    103.7 MHz
    
    
    04/01/13KXSS-AM
    
    
    B
    
    
    
    N/A
    
    
    2.5 daytime
    
    1390 kHz
    
    
    04/01/131.0 night
 - 13 -




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##### Table of Contents



ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseUtica-Rome, NY
    
    WODZ-FM
    
    
    B1
    
    
    
    184
    
    
    
    7.4
    
    
    96.1 MHz
    
    
    06/01/14WLZW-FM
    
    
    B
    
    
    
    201
    
    
    
    25.0
    
    
    98.7 MHz
    
    
    06/01/14WFRG-FM
    
    
    B
    
    
    
    151
    
    
    
    100.0
    
    
    104.3 MHz
    
    
    06/01/14WIBX-AM
    
    
    B
    
    
    
    N/A
    
    
    
    5.0
    
    
    950 kHz
    
    
    06/01/14
 
 Transfers or Assignment of Licenses
 -
    
    compliance with the various rules limiting common ownership of media
properties in a given market;-
    
    the character of the licensee and those persons holding attributable
interests in the licensee; and-
    
    compliance with the Communications Acts limitations on alien
ownership as well as compliance with other FCC regulations and
policies.
  Multiple Ownership Rules
 -
    
    in markets with 45 or more radio stations, ownership is limited to
eight commercial stations, no more than five of which can be either AM
or FM;-
    
    in markets with 30 to 44 radio stations, ownership is limited to seven
commercial stations, no more than four of which can be either AM or
FM;
 - 14 -




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##### Table of Contents



-
    
    in markets with 15 to 29 radio stations, ownership is limited to six
commercial stations, no more than four of which can be either AM or
FM; and-
    
    in markets with 14 or fewer radio stations, ownership is limited to
five commercial stations or no more than 50.0% of the markets total,
whichever is lower, and no more than three of which can be either AM
or FM.
   -
    
    in markets where 20 media voices will remain after the consummation of
the proposed transaction, an owner may own an additional five radio
stations, or, if the owner only has one television station, an
additional six radio stations; and-
    
    in markets where ten media voices will remain after the consummation
of the proposed transaction, an owner may own an additional three
radio stations.
   - 15 -




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Alien Ownership Rules
 Time Brokerage
 - 16 -




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Programming and Operation
   - 17 -




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Proposed and Recent Changes
 -
    
    proposals to impose regulatory, spectrum use or other fees on FCC licensees;-
    
    proposals regarding streaming fees for radio;-
    
    changes to foreign ownership rules for broadcast licenses;-
    
    revisions to political broadcasting rules, including requirements that broadcasters provide free air time to candidates;-
    
    technical and frequency allocation matters;-
    
    proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;-
    
    further changes in the FCCs attribution and multiple ownership policies;-
    
    changes to broadcast technical requirements; and-
    
    proposals to limit the tax deductibility of advertising expenses by advertisers.
   - 18 -




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Federal Antitrust Considerations.
    - 19 -




---



##### Table of Contents



Access to Information
 www.regentcomm.com http://www.sec.gov
 - 20 -




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We Anticipate Being in Violation of Certain Covenants Contained in our Credit Agreement and Our
Auditors Have Issued a Going Concern Opinion on our Audited Financial Statements.
  We Are In the Process of Renegotiating Certain Terms of Our Credit Agreement, Which Renegotiation
May Not Be Successful. We Expect That Any New Terms Will Be Less Favorable To Us.
  We Have Substantial Indebtedness and Debt Service Requirements.
  -
    
    a substantial portion of our cash flow is, and will be, dedicated to debt service and
is not, and will not be, available for other purposes;-
    
    our ability to obtain additional financing for working capital, capital expenditures,
acquisitions and general corporate or other purposes may be impaired in the future;
 - 21 -




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##### Table of Contents



-
    
    certain of our borrowings are, and will be, at variable rates of interest, which may
expose us to the risk of increases in interest rates;-
    
    approximately $155.2 million of our borrowings have been converted from a variable rate
of interest to a fixed rate of interest via interest rate swaps in effect through December
2011. Accordingly, we have not benefited from the current trend of declining interest
rates; and-
    
    our level of indebtedness could make us more vulnerable to economic downturns, limit
our ability to withstand competitive pressures and reduce our flexibility in responding to
changing business and economic conditions.
  Adverse Economic Conditions Have Caused a Decline in Client Spending Which Has Adversely Affected
Our Business and Financial Performance.
  Counterparties to Our Credit Agreement and Interest Rate Swaps May Not Be Able to Fulfill Their
Obligations Due to Disruptions in the Global Credit Markets.
  - 22 -




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Our Deferred Income Tax Assets May Not Be Realizable.
  We Are Currently Not in Compliance with Nasdaq Rules for Continued Listing of our Common Stock.
  We Face Many Unpredictable Business Risks That Could Have a Material Adverse Effect on Our Future
Operations.
  -
    
    changing economic conditions, both generally and relative to the radio broadcasting industry;-
    
    shifts in population, listenership, demographics, or audience tastes;
 - 23 -




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##### Table of Contents



-
    
    the level of competition for advertising revenues with other radio stations, satellite
radio, television stations, newspapers, internet-based media, and other communications
media;-
    
    technological changes and innovations;-
    
    the potential future imposition of fees or charges specific to the broadcasting industry; and-
    
    changes in governmental regulations and policies and actions of federal regulatory
bodies, including the U.S. Department of Justice, the Federal Trade Commission, and the
Federal Communications Commission (FCC).
  An Economic Downturn in Any of Our Significant Markets Could Adversely Affect Our Revenue and Cash
Flow.
  Our Stock Price Has and May Continue to Experience Volatility.
  -
    
    acquisition- or disposition-related announcements;-
    
    market sentiment regarding the general long-term growth potential for broadcasters;-
    
    changes to competing radio broadcasters and fluctuations in the price of other radio
broadcasters common stock;-
    
    ongoing or new technological innovations or products by competing broadcasters or other
competitors;-
    
    fluctuations in our quarterly and annual operating results;-
    
    general market conditions;-
    
    being delisted from Nasdaq; and-
    
    our ability to continue as a going concern.
  - 24 -




---



##### Table of Contents



Our Results of Operations Have Been and May Continue to Be Adversely Affected by a General
Deterioration in Economic Conditions.
  Our Acquisition Strategy May Not Be Successful.
  -
    
    potential inability to obtain financing for acquisitions;-
    
    reduction in the number of suitable acquisition targets resulting from continued
industry consolidation;-
    
    state of general broadcast industry valuations;-
    
    inability to negotiate definitive purchase agreements on satisfactory terms;-
    
    current adverse credit conditions;-
    
    inability to sell any under-performing station; and-
    
    failure or unanticipated delays in completing acquisitions due to difficulties in
obtaining required regulatory approvals.
  We Could Experience Delays in Expanding Our Business Due to Antitrust Laws and Other Regulatory
Considerations.
  - 25 -




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##### Table of Contents



We Are Subject to Extensive and Changing Federal Regulation.
   We May Lose Audience Share and Advertising Revenue Due to Competition.
   We Are Subject to Competition From New Technologies That May Affect Our Broadcasting Operations.
  -
    
    satellite-delivered digital audio radio service, which has resulted in the introduction of new
subscriber-based satellite radio services with numerous niche formats;
 - 26 -




---



##### Table of Contents



-
    
    audio programming by cable systems, direct-broadcast satellite systems, personal
communications systems, internet content providers and other digital audio broadcast
formats;-
    
    in-band on-channel digital radio, which provides multi-channel, multi-format digital
radio services in the same bandwidth currently occupied by traditional AM and FM radio
services;-
    
    low-powered FM radio, which could result in additional FM radio broadcast outlets; and-
    
    MP3 players and other personal audio systems that create new ways for individuals to
listen to music and other content of their own choosing.
  Enforcement by the FCC of its Indecency Rules Could Adversely Impact our Business.
  We May Lose Key Personnel.
   We May Incur Future Losses Due to Impairment of Our Intangible Assets.
  - 27 -




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##### Table of Contents



We Have Established Certain Anti-takeover Measures That Could Prevent an Acquisition or Change of
Control of Our Company.
  -
    
    permit the Board of Directors to increase its own size and fill the resulting
vacancies;-
    
    permit the Board of Directors, without stockholder approval, to issue
preferred stock with such dividend, liquidation, conversion, voting and other rights
as the Board may determine; and-
    
    limit the persons who may call special meetings of stockholders.
   
   
    - 28 -




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- 29 -




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##### Table of Contents



ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Stock Prices
  High
    
    Low2008First quarter
    
    $
    1.60
    
    
    $
    0.85Second quarter
    
    $
    1.34
    
    
    $
    0.82Third quarter
    
    $
    1.08
    
    
    $
    0.46Fourth quarter
    
    $
    0.89
    
    
    $
    0.072007First quarter
    
    $
    3.22
    
    
    $
    2.80Second quarter
    
    $
    3.60
    
    
    $
    2.97Third quarter
    
    $
    3.50
    
    
    $
    2.40Fourth quarter
    
    $
    2.81
    
    
    $
    1.40
   Share Repurchases
  - 30 -




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##### Table of Contents



ApproximateTotal Number of
    
    Dollar Value ofTotal Number
    
    
    
    
    
    Shares Purchased
    
    Shares that Mayof Shares
    
    Average Price Paid
    
    as Part of Publicly
    
    Yet be PurchasedPeriod
    
    Purchased
    
    per Share
    
    Announced Plan(1)
    
    Under the Plan (1)(in thousands)October 1, 2008 
    
    
    1,876
    (2)
    
    $
    0.38
    
    
    
    0
    
    
    $
    1,593October 31, 2008November 1, 2008 
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593November 30, 2008December 1, 2008 
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593December 31, 2008Total
    
    
    1,876
    
    
    $
    0.38
    
    
    
    0
    
    
    $
    1,593
 
 (1)
    
    On June 1, 2000, Regents Board of Directors approved a stock buyback program
which authorized the Company to repurchase shares of its common stock at certain market price
levels. Through December 31, 2008, the Board has authorized the Company to repurchase approximately
$56.7 million of Regent common stock, of which amount the Company has utilized approximately $55.1
million, leaving available repurchases of approximately $1.6 million, subject to the terms and
conditions of the Companys credit agreement. There were no repurchases of common stock under the
program during 2008.(2)
    
    Represents shares of common stock surrendered for the payment of employee
withholding taxes related to the vesting of shares granted under The Regent Communications, Inc.
2005 Incentive Compensation Plan. - 31 -




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##### Table of Contents



SELECTED CONSOLIDATED FINANCIAL DATA(In thousands, except per share data)YEAR ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004OPERATING RESULTS (1) (3):Net broadcast revenues
    
    $
    96,340
    
    
    $
    97,912
    
    
    $
    82,706
    
    
    $
    76,439
    
    
    $
    75,467Operating (loss) income
    
    
    (43,333
    )
    
    
    (141,681
    )
    
    
    (31,465
    )
    
    
    (8,020
    )
    
    
    13,257(Loss) income from continuing
operations before income taxes
    
    
    (65,013
    )
    
    
    (163,431
    )
    
    
    (36,956
    )
    
    
    (11,380
    )
    
    
    9,869Net (loss) income from continuing
operations
    
    
    (119,402
    )
    
    
    (102,870
    )
    
    
    (22,522
    )
    
    
    (7,558
    )
    
    
    6,009Net income (loss) from discontinued
operations
    
    
    411
    
    
    
    296
    
    
    
    (4,074
    )
    
    
    919
    
    
    
    7,226Net (loss) income
    
    $
    (118,991
    )
    
    $
    (102,574
    )
    
    $
    (26,596
    )
    
    $
    (6,639
    )
    
    $
    13,235NET (LOSS) INCOME PER COMMON SHARE:Basic:(Loss) income from continuing
operations
    
    $
    (3.07
    )
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )
    
    $
    0.13Income (loss) from discontinued
operations
    
    
    0.01
    
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02
    
    
    
    0.16Net (loss) income
    
    $
    (3.06
    )
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29Weighted average number of common
shares used in basic calculation
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214
    
    
    
    45,780Diluted:(Loss) income from continuing
operations
    
    $
    (3.07
    )
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )
    
    $
    0.13Income (loss) from discontinued
operations
    
    
    0.01
    
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02
    
    
    
    0.16Net (loss) income
    
    $
    (3.06
    )
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29Weighted average number of common
shares used in fully diluted
calculation: (2)
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214
    
    
    
    46,164DECEMBER 31,2008
    
    2007
    
    2006
    
    2005
    
    2004BALANCE SHEET DATA (1) (3):Current assets
    
    $
    16,880
    
    
    $
    25,813
    
    
    $
    22,721
    
    
    $
    16,053
    
    
    $
    16,218Total assets
    
    
    205,284
    
    
    
    339,250
    
    
    
    451,645
    
    
    
    374,481
    
    
    
    397,361Current liabilities
    
    
    191,866
    
    
    
    12,175
    
    
    
    9,311
    
    
    
    12,441
    
    
    
    11,625Long-term debt and capital leases,
less current portion
    
    
    126
    
    
    
    202,866
    
    
    
    213,923
    
    
    
    78,349
    
    
    
    72,560Total stockholders (deficit) equity
    
    
    (126
    )
    
    
    117,614
    
    
    
    219,160
    
    
    
    262,056
    
    
    
    288,826
 - 32 -




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##### Table of Contents



(1)
    
    Acquisitions and dispositions affect comparability among years (see Note 2 in
Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form
10-K).(2)
    
    Shares for fully diluted are the same as basic in years 2008, 2007, 2006
and 2005, as the effect of outstanding common stock options and warrants was
antidilutive in those years. In addition, the effect of nonvested shares was
antidilutive in years 2008, 2007 and 2006. No nonvested shares were issued prior to
2006.(3)
    
    Impairment of indefinite-lived intangible assets recorded in 2008, 2007,
2006 and 2005 will affect comparability among years (see Note 7 in Notes to
Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K). - 33 -




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##### Table of Contents



OVERVIEW
 Cautionary Statement Concerning Forward-Looking Statements
   Executive Overview
  - 34 -




---



##### Table of Contents




    
    As a result of a general deterioration in spending by advertisers due to recessionary
economic conditions throughout the United States, we anticipate that our Maximum
Consolidated Leverage Ratio calculation will exceed the level allowed under the terms of
our credit agreement at March 31, 2009. Under the terms of the credit agreement, a failure
to meet the required financial ratios could result in the acceleration of the maturity of
our outstanding debt to currently repayable to our lenders. Consequently, the Report of
Independent Registered Public Accounting Firm issued by our auditors contains an
explanatory paragraph regarding the uncertainty in our ability to repay such debt and
continue as a going concern if amounts owed under the credit agreement were accelerated to
currently payable. Under the terms our credit agreement, any audit report containing such
going concern language constitutes a default under the agreement. Accordingly, all debt
outstanding under our credit agreement has been reclassified to currently payable in our
consolidated financial statements. In addition, a valuation allowance has been recorded on
substantially all of our deferred tax assets, as we are unable to conclude that it is more
likely than not that the assets will be realized, given this uncertainty in our ability to
continue as a going concern. We are currently in negotiations with our lenders to amend
the terms of our credit agreement to increase the Maximum Consolidated Leverage Ratio and
modify certain other covenants in order to regain compliance with the terms of the
agreement.
    
    Based on deteriorating national economic conditions and volatility in the equity
markets, we performed an impairment analysis on our indefinite-lived intangible assets and
goodwill during the third quarter of 2008. Based primarily upon declining radio station
transaction multiples, decreases in our common stock price, and changes in the cost of
capital, we determined that the fair value of goodwill and FCC licenses for certain markets
were less than the carrying values recorded in our financial statements. Based on
preliminary valuations at that date, we recorded a pre-tax impairment charge of $66.6
million for FCC licenses and approximately $0.9 million for goodwill. We completed our
analysis during the fourth quarter of 2008 and recorded no significant changes to our
preliminary valuations. In addition, we performed our annual impairment test of
indefinite-lived intangible assets and goodwill during the fourth quarter of 2008, which
resulted in no additional impairment being recorded.
    
    On February 1, 2008, we disposed of four stations in Watertown, New York for
approximately $6.3 million in cash. The Watertown transaction represents a continuation of
our strategy to operate in broadcast markets ranked in size from 50 to 150 and follows the
similar disposition of our Chico and Redding, California radio stations in late 2006.
Additionally during the first quarter of 2008, we completed two transactions involving the
disposition of non-strategic assets: the sale of WTMM-AM in Albany, New York; and the sale
of WECK-AM in Buffalo, New York. The sale of these assets represent a continuation of our
strategy to dispose of individual radio stations with weaker broadcast signals, as we have
in the past with the sales of WYNG-FM in Evansville, Indiana, WGNA-AM in Albany, New York,
and WRUN-AM in Utica, New York.
    
    As a result of lower long-term interest rates at the end of the year, we recorded an
unrealized loss of approximately $6.5 million related to the interest rate swap agreements
we have in place on the term loan portions of our credit agreement. In addition, we
recorded a realized loss of approximately $2.2 million in 2008 related to lower short-term
interest rates compared to our fixed interest rates.
    
    We have continued to develop our Interactive initiative in 2008, which focuses on
generating revenues through our stations websites. For the 2008 year, approximately 1.9%
of Regents net revenue was generated by Interactive revenue. Our integrated selling
effort, which combines the sale of our Interactive products with sales of our traditional
broadcasting spots, contributed to the 204%
 - 35 -




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##### Table of Contents



increase in Interactive revenue in 2008
compared to 2007. We anticipate that our economic benefits from this revenue source will
increase in 2009 and beyond. In addition, in 2009, we anticipate developing Interactive
revenue from new sources that are not affiliated with our radio stations. While we do not
anticipate that this revenue will be material in 2009, we expect that it will increase in
future years.
    
    We are currently broadcasting 24 FM stations and two AM stations in digital, or high
definition radio (HD Radio). We expended approximately $0.1 million in cash in 2008 on the
conversion of one station to digital radio. The conversion to HD Radio will enable the
stations to broadcast digital-quality sound and also provide additional services, such as
on-demand traffic, weather and sports scores. Additionally, this new technology will enable
each converted radio station to broadcast additional channels of programming for public,
private or subscription services. The economic benefit, if any, to our stations that have
converted to HD Radio currently cannot be measured. Any future economic benefit to our
stations as a result of digital conversion is not known at this time.
    
    On August 11, 2008, we received a notice from The Nasdaq Stock Market (Nasdaq)
indicating that we had failed to comply with the minimum bid price requirement for
continued listing set forth in Nasdaq Marketplace Rule 4450(a)(5) because the bid price of
our common stock closed under $1.00 per share for 30 consecutive business days. In
accordance with Nasdaq Marketplace Rule 4450(e)(2), we were provided 180 calendar days, or
until February 9, 2009, to regain compliance with the aforementioned rules. To regain
compliance, the closing bid price of our common stock is required to remain at or above
$1.00 per share for a minimum of 10 consecutive business days prior to the compliance
deadline. Nasdaqs notice further stated that in the event that we did not regain
compliance with the bid price rule by February 9, 2009, our common stock could be delisted
from The Nasdaq Global Market. Since the initial notice date, we have received subsequent
notifications from Nasdaq that it has suspended enforcement of the bid price and market
value of publicly held shares requirements through July 20, 2009. The effect of this
suspension of enforcement will postpone Regents compliance deadline until November 10,
2009, unless additional extensions are granted by Nasdaq. In addition, Nasdaq Marketplace
Rule 4450(a)(2) also require that companies must maintain a market value of at least $5
million for their publicly held shares. We currently do not meet such requirements, but
have not received notice from Nasdaq of this deficiency due to the current suspension of
the market value requirement. If we do not satisfy this requirement following the
expiration of the Nasdaq suspension of enforcement, we expect that we would have 90 days to
regain compliance following receipt of a delisting notice from Nasdaq.
 Critical Accounting Policies
  - 36 -




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##### Table of Contents



Revenue recognition
 Allowance for Doubtful Accounts
 Goodwill and Indefinite-Lived Intangible Assets 
 Allocation of Acquisition Purchase Price and Valuation of Acquired Intangible Assets
 Determining the Recoverability of Long-Lived Assets 
 - 37 -




---



##### Table of Contents



.
 Deferred Tax Assets
 Derivative
Financial Instruments
 Effect of Recently Issued Accounting Pronouncements
  - 38 -




---



##### Table of Contents



RESULTS OF OPERATIONS
   - 39 -




---



##### Table of Contents



2008 Compared to 2007
  Net Broadcast Revenues
   Net broadcast revenue variance:
 (Decrease)increase in netbroadcast
    
    
    %revenue
    
    
    ChangeLocal revenue
    
    $
    (1,248
    )
    
    
    (1.6
    )%National revenue
    
    
    (1,588
    )
    
    
    (13.8
    )%Political revenue
    
    
    1,320
    
    
    
    224.1
    %Barter revenue
    
    
    (33
    )
    
    
    (0.9
    )%Other
    
    
    (23
    )
    
    
    (1.0
    )%Net broadcast revenue variance
    
    $
    (1,572
    )
    
    
    (1.6
    )%
 Local revenue
 - 40 -




---



##### Table of Contents



National revenue
 Political revenue
 Station Operating Expenses
  Station operating expense variance:
 Decrease(increase) instation operating
    
    
    %expense
    
    
    ChangeTechnical expense
    
    $
    155
    
    
    
    4.4
    %Programming expense
    
    
    383
    
    
    
    2.2
    %Promotion expense
    
    
    1,136
    
    
    
    34.9
    %Interactive expense
    
    
    (522
    )
    
    
    (71.0
    )%Sales expense
    
    
    549
    
    
    
    2.8
    %Administrative expense
    
    
    (3
    )
    
    
    (0.0
    )%Barter expense
    
    
    8
    
    
    
    0.2
    %Station operating expense variance
    
    $
    1,706
    
    
    
    2.7
    %
 Technical expense
 Programming expense
 - 41 -




---



##### Table of Contents



Promotion expense
 Interactive expense
 Sales expense
 Depreciation and Amortization
  Corporate General and Administrative Expenses
  Activist Defense Costs
  Impairment of Indefinite-Lived Intangible Assets and Goodwill
  - 42 -




---



##### Table of Contents



(Gain) Loss on Sale of Radio Stations
  Interest Expense
  Realized and Unrealized (Loss) Gain on Derivatives
  Impairment of Notes Receivable
  - 43 -




---



##### Table of Contents



Income Taxes
    Discontinued Operations
  2008
    
    
    2007Net broadcast revenue
    
    $
    182
    
    
    $
    2,410Station operating expense
    
    
    156
    
    
    
    1,739Depreciation and amortization expense
    
    
    
    
    
    
    91Allocated interest expense
    
    
    15
    
    
    
    145Gain on sale of radio stations
    
    
    (638
    )
    
    
    (49
    )Gain before income taxes
    
    
    649
    
    
    
    484Income tax expense
    
    
    (238
    )
    
    
    (188
    )Net income
    
    $
    411
    
    
    $
    296
 - 44 -




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##### Table of Contents



Same Station Results
  Quarter
1
    
    2008
    
    
    2007(62
stations in 13 markets)
    
    Net
    
    
    Net
    
    
    %Revenue
    
    

Revenue
    
    

ChangeNet broadcast revenue
    
    $
    20,833
    
    
    $
    21,508Less:Non-same station results (1)
    
    
    27
    
    
    
    89Barter effect
    
    
    688
    
    
    
    764Same station net broadcast revenue
    
    $
    20,118
    
    
    $
    20,655
    
    
    
    (2.6
    )%
 
 (1)
    
    Non-same station results represent the net cash revenues of stations that were not
owned or operated for the entire five-quarter period ended March 31, 2008.  Quarter
2
    
    2008
    
    
    2007(62
stations in 13 markets)
    
    Net
    
    
    Net
    
    
    %Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    
    $
    26,482
    
    
    $
    25,736Less:Non-same station results (1)
    
    
    
    
    
    
    107Barter effect
    
    
    919
    
    
    
    819Same station net broadcast revenue
    
    $
    25,563
    
    
    $
    24,810
    
    
    
    3.0
    %
 
 (1)
    
    Non-same station results represent the net cash revenues of stations that were not
owned or operated for the entire - 45 -




---



##### Table of Contents



five-quarter period
ended June 30, 2008.  Quarter
3
    
    2008
    
    
    2007(62
stations in 13 markets)
    
    Net
    
    
    Net
    
    
    %Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    
    $
    25,328
    
    
    $
    25,729Less:Non-same station results (1)
    
    
    
    
    
    
    90Barter effect
    
    
    825
    
    
    
    900Same station net broadcast revenue
    
    $
    24,503
    
    
    $
    24,739
    
    
    
    (1.0
    )%
 
 (1)
    
    Non-same station results represent the net cash revenues of stations that were not
owned or operated for the entire five-quarter period ended September 30, 2008.  Quarter
4
    
    2008
    
    
    2007(62
stations in 13 markets)
    
    Net
    
    
    Net
    
    
    %Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    
    $
    23,697
    
    
    $
    24,939Less:Non-same station results (1)
    
    
    
    
    
    
    44Barter effect
    
    

    1,131
    
    
    
    1,113Same station net broadcast revenue
    
    $
    22,566
    
    
    $
    23,782
    
    
    
    (5.1
    )%
 
 (1)
    
    Non-same station results represent the net cash revenues of stations that were not
owned or operated for the entire five-quarter period ended December 31, 2008.  2007 Compared to 2006
  - 46 -




---



##### Table of Contents



Net Broadcast Revenues
   Net broadcast revenue variance:
 Increase(decrease) in netbroadcast
    
    
    %revenue
    
    
    ChangeLocal revenue
    
    $
    13,152
    
    
    
    19.7
    %National revenue
    
    
    1,992
    
    
    
    21.0
    %Political revenue
    
    
    (1,040
    )
    
    
    (64.0
    )%Barter revenue
    
    
    486
    
    
    
    15.6
    %Other
    
    
    616
    
    
    
    33.8
    %Net broadcast revenue variance
    
    $
    15,206
    
    
    
    18.4
    %
  Station Operating Expenses
  - 47 -




---



##### Table of Contents



Station operating expense variance:
 Increase instation operating
    
    
    %expense
    
    
    ChangeTechnical expense
    
    $
    (626
    )
    
    
    (21.6
    )%Programming expense
    
    
    (1,795
    )
    
    
    (11.4
    )%Promotion expense
    
    
    (91
    )
    
    
    (2.9
    )%Interactive expense
    
    
    (735
    )
    
    
    N/MSales expense
    
    
    (3,269
    )
    
    
    (19.9
    )%Administrative expense
    
    
    (862
    )
    
    
    (6.2
    )%Barter expense
    
    
    (338
    )
    
    
    (10.6
    )%Station operating expense variance
    
    $
    (7,716
    )
    
    
    (13.9
    )%
 
 N/M  Calculation is not meaningful as the Company began its Interactive initiative in 2007.  Depreciation and Amortization
  - 48 -




---



##### Table of Contents



Corporate General and Administrative Expenses
  Activist Defense Costs
  Impairment of Indefinite-Lived Intangible Assets and Goodwill
  (Gain) Loss on Sale of Radio Stations
  Interest Expense
  Realized and Unrealized (Loss) Gain on Derivatives
  - 49 -




---



##### Table of Contents



Income Taxes
    Discontinued Operations
  - 50 -




---



##### Table of Contents



2007
    
    
    2006Net broadcast revenue
    
    $
    2,410
    
    
    $
    8,292Station operating expense
    
    
    1,739
    
    
    
    6,773Depreciation and amortization expense
    
    
    91
    
    
    
    356Allocated interest expense
    
    
    145
    
    
    
    367Impairment of indefinite-lived intangible assets
    
    
    
    
    
    
    4,700Other income, net
    
    
    
    
    
    
    (1
    )(Gain) loss on sale of radio stations
    
    
    (49
    )
    
    
    206Gain (loss) before income taxes
    
    
    484
    
    
    
    (4,109
    )Income tax (expense) benefit (1)
    
    
    (188
    )
    
    
    35Net income (loss)
    
    $
    296
    
    
    $
    (4,074
    )
 
 (1)
    
    The income tax benefit in 2006 includes approximately $1.5 million of income tax
expense related to the
write-off of non-deductible goodwill associated with the Chico and Redding, California
disposals. LIQUIDITY AND CAPITAL RESOURCES
 Executive Overview
   - 51 -




---



##### Table of Contents



Cash Requirements
  TotalTerm A Loan
    
    Term B Loan
    
    Revolver
    
    Paydowns2009
    
    $
    46,013
    
    
    $
    109,165
    
    
    $
    29,950
    
    
    $
    185,128
 - 52 -




---



##### Table of Contents



2008 Sources and Uses of Fund
 2008 Sources and Uses of Funds
 Sources of Funds
       - 53 -




---



##### Table of Contents



Excess cashflowConsolidated leverage ratio
    
    percentageGreater than 6.75:1.00
    
    
    75
    %5.00:1.00 to 6.74:1.00
    
    
    50
    %Less than 5.00:1.00
    
    
    0
    %
    - 54 -




---



##### Table of Contents



Uses of Funds
  - 55 -




---



##### Table of Contents



2007 Sources and Uses of Funds
 Sources of Funds
    Uses of Funds
   - 56 -




---



##### Table of Contents



Off-Balance Sheet Financing Arrangements
   
   - 57 -




---



##### Table of Contents



PageFinancial Statements:Managements Report on Internal Control Over
Financial Reporting
    
    
    59Report of Independent Registered Public Accounting Firm
    
    
    61Consolidated Statements of Operations and Comprehensive
Loss for the years ended December 31, 2008, 2007 and 2006
    
    
    62Consolidated Balance Sheets at December 31, 2008 and 2007
    
    
    63Consolidated Statements of Cash Flows for the
years ended December 31, 2008, 2007 and 2006
    
    
    64Consolidated Statements of Changes in Stockholders (Deficit) Equity
for the years ended December 31, 2008, 2007 and 2006
    
    
    65Notes to Consolidated Financial Statements
    
    
    66Financial Statement Schedule:For each of the three years in the period ended December 31, 2008:II  Valuation and Qualifying Accounts
    
    
    96
  - 58 -




---



##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorization of management and directors of the Company; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
  Internal Control  Integrated Framework
  - 59 -




---



##### Table of Contents



/s/ William L. Stakelin

William L. Stakelin, Chief Executive Officer
 /s/ Anthony A. Vasconcellos

Anthony A. Vasconcellos, Chief Financial Officer
 - 60 -




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Accounting for Uncertainty in Income
Taxes
  
 - 61 -




---



##### Table of Contents



YEAR ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006Broadcast revenues, net of agency commissions of
$10,044, $10,291 and $8,924 for the years ended
December 31, 2008, 2007 and 2006, respectively
    
    $
    96,340
    
    
    $
    97,912
    
    
    $
    82,706Station operating expenses
    
    
    61,358
    
    
    
    63,064
    
    
    
    55,348Depreciation and amortization
    
    
    4,157
    
    
    
    4,982
    
    
    
    4,994Corporate general and administrative expenses
    
    
    6,876
    
    
    
    7,296
    
    
    
    6,743Activist defense costs
    
    
    
    
    
    
    599
    
    
    
    Impairment of indefinite-lived intangible assets and goodwill
    
    
    67,522
    
    
    
    163,600
    
    
    
    43,698Local marketing agreement fee
    
    
    
    
    
    
    
    
    
    
    1,716(Gain) loss on sale of radio stations
    
    
    (507
    )
    
    
    
    
    
    
    1,585Loss on sale of long-lived assets and other
    
    
    267
    
    
    
    52
    
    
    
    87Operating loss
    
    
    (43,333
    )
    
    
    (141,681
    )
    
    
    (31,465
    )Interest expense
    
    
    (11,818
    )
    
    
    (16,757
    )
    
    
    (7,503
    )Realized and unrealized (loss) gain on derivatives
    
    
    (8,717
    )
    
    
    (5,155
    )
    
    
    1,770Impairment of note receivable and other, net
    
    
    (1,145
    )
    
    
    162
    
    
    
    242Loss from continuing operations before income taxes
    
    
    (65,013
    )
    
    
    (163,431
    )
    
    
    (36,956
    )Income tax (expense) benefit
    
    
    (54,389
    )
    
    
    60,561
    
    
    
    14,434Loss from continuing operations
    
    
    (119,402
    )
    
    
    (102,870
    )
    
    
    (22,522
    )Discontinued operations:Results from operations of discontinued operations, net
of income taxes
    
    
    7
    
    
    
    266
    
    
    
    (2,449
    )Gain (loss) on sale of discontinued operations, net of
income taxes
    
    
    404
    
    
    
    30
    
    
    
    (1,625
    )Gain (loss) on discontinued operations, net of income
taxes
    
    
    411
    
    
    
    296
    
    
    
    (4,074
    )NET LOSS
    
    
    (118,991
    )
    
    
    (102,574
    )
    
    
    (26,596
    )Other comprehensive loss, net of tax:Net unrealized loss on cash flow hedge
    
    
    
    
    
    
    
    
    
    
    (94
    )NET COMPREHENSIVE LOSS
    
    $
    (118,991
    )
    
    $
    (102,574
    )
    
    $
    (26,690
    )BASIC AND DILUTED LOSS PER COMMON SHARE:Loss from continuing operations
    
    $
    (3.07
    )
    
    $
    (2.69
    )
    
    $
    (0.57
    )Discontinued operations
    
    
    0.01
    
    
    
    0.01
    
    
    
    (0.10
    )Net loss
    
    $
    (3.06
    )
    
    $
    (2.68
    )
    
    $
    (0.67
    )Weighted average number of common shares
used in basic and diluted calculation
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807
  - 62 -




---



##### Table of Contents



DECEMBER 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,094
    
    
    $
    1,391Accounts receivable, net of allowance of $527 and
$651 at December 31, 2008 and 2007, respectively
    
    
    13,914
    
    
    
    15,685Assets held for sale
    
    
    156
    
    
    
    6,429Other current assets
    
    
    1,716
    
    
    
    2,308Total current assets
    
    
    16,880
    
    
    
    25,813Property and equipment, net
    
    
    32,651
    
    
    
    34,554Intangible assets, net
    
    
    135,252
    
    
    
    202,067Goodwill
    
    
    18,392
    
    
    
    19,272Deferred tax assets
    
    
    
    
    
    
    53,774Other assets
    
    
    2,109
    
    
    
    3,770Total assets
    
    $
    205,284
    
    
    $
    339,250LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    185,128
    
    
    $
    3,650Accounts payable
    
    
    1,329
    
    
    
    1,495Accrued compensation
    
    
    1,399
    
    
    
    1,765Other current liabilities
    
    
    4,010
    
    
    
    5,265Total current liabilities
    
    
    191,866
    
    
    
    12,175Long-term debt, less current portion
    
    
    
    
    
    
    202,700Other long-term liabilities
    
    
    13,544
    
    
    
    6,761Total liabilities
    
    
    205,410
    
    
    
    221,636Commitments and Contingencies (Note 13)Stockholders (deficit) equity:Common stock, $.01 par value, 100,000,000 shares authorized;
49,151,642 and 48,615,192 shares issued at
December 31, 2008 and 2007, respectively
    
    
    492
    
    
    
    486Treasury stock, 9,169,465 and 9,745,095 shares, at cost at
December 31, 2008 and 2007, respectively
    
    
    (49,203
    )
    
    
    (51,970
    )Additional paid-in capital
    
    
    346,973
    
    
    
    348,495Accumulated deficit
    
    
    (298,388
    )
    
    
    (179,397
    )Total stockholders (deficit) equity
    
    
    (126
    )
    
    
    117,614Total liabilities and stockholders (deficit) equity
    
    $
    205,284
    
    
    $
    339,250
  - 63 -




---



##### Table of Contents



YEAR ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (118,991
    )
    
    $
    (102,574
    )
    
    $
    (26,596
    )Adjustments to reconcile net loss to net cash provided
by operating activities:Impairment of indefinite-lived intangible assets and goodwill
    
    
    67,522
    
    
    
    163,600
    
    
    
    48,398Depreciation and amortization
    
    
    4,157
    
    
    
    5,073
    
    
    
    5,349Provision for doubtful accounts
    
    
    446
    
    
    
    286
    
    
    
    632Deferred income tax expense (benefit)
    
    
    54,326
    
    
    
    (60,590
    )
    
    
    (14,572
    )Write-off of unamortized deferred finance costs
    
    
    
    
    
    
    
    
    
    
    742Non-cash interest expense
    
    
    582
    
    
    
    556
    
    
    
    348Non-cash charge for compensation
    
    
    1,155
    
    
    
    1,124
    
    
    
    819Unrealized loss (gain) on derivatives
    
    
    6,540
    
    
    
    6,150
    
    
    
    (1,710
    )(Gain) loss on sale of radio stations, net
    
    
    (1,155
    )
    
    
    (49
    )
    
    
    1,791Loss on sale of long-lived assets
    
    
    179
    
    
    
    52
    
    
    
    86Impairment of note receivable and other, net
    
    
    996
    
    
    
    (105
    )
    
    
    44Changes in operating assets and liabilities, net of acquisitions and
dispositions:Accounts receivable
    
    
    1,380
    
    
    
    458
    
    
    
    (4,000
    )Other assets
    
    
    21
    
    
    
    (309
    )
    
    
    (98
    )Current and long-term liabilities
    
    
    (1,772
    )
    
    
    (60
    )
    
    
    1,354Net cash provided by operating activities
    
    
    15,386
    
    
    
    13,612
    
    
    
    12,587Cash flows from investing activities:Acquisitions of radio stations, acquisition-related costs, and escrow
deposits on pending acquisitions, net of cash acquired
    
    
    
    
    
    
    (4,630
    )
    
    
    (137,798
    )Capital expenditures
    
    
    (2,375
    )
    
    
    (3,064
    )
    
    
    (2,787
    )Proceeds from the sale of radio stations
    
    
    7,888
    
    
    
    
    
    
    
    20,875Proceeds from sale of long-lived assets and other
    
    
    136
    
    
    
    67
    
    
    
    11Net cash provided by (used in) investing activities
    
    
    5,649
    
    
    
    (7,627
    )
    
    
    (119,699
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    71
    
    
    
    165
    
    
    
    168Proceeds from borrowings of long-term debt
    
    
    10,000
    
    
    
    5,500
    
    
    
    258,300Principal payments on long-term debt
    
    
    (31,222
    )
    
    
    (14,150
    )
    
    
    (127,750
    )Payment of financing costs
    
    
    
    
    
    
    (175
    )
    
    
    (2,906
    )Treasury stock purchases
    
    
    (68
    )
    
    
    (84
    )
    
    
    (17,194
    )Repayment of capital lease obligations
    
    
    (113
    )
    
    
    (100
    )
    
    
    (102
    )Net cash (used in) provided by financing activities
    
    
    (21,332
    )
    
    
    (8,844
    )
    
    
    110,516Net (decrease) increase in cash and cash equivalents
    
    
    (297
    )
    
    
    (2,859
    )
    
    
    3,404Cash and cash equivalents at beginning of year
    
    
    1,391
    
    
    
    4,250
    
    
    
    846Cash and cash equivalents at end of year
    
    $
    1,094
    
    
    $
    1,391
    
    
    $
    4,250Supplemental schedule of non-cash investing and financing activities:Capital lease obligations for property and equipment
    
    $
    61
    
    
    $
    221
    
    
    $
    108Note receivable for sale of radio stations
    
    $
    
    
    
    $
    
    
    
    $
    925Accrued capital expenditures
    
    $
    37
    
    
    $
    108
    
    
    $
    49Supplemental data:Cash paid for interest
    
    $
    11,542
    
    
    $
    16,646
    
    
    $
    6,103Cash paid for income taxes
    
    $
    124
    
    
    $
    184
    
    
    $
    103
  - 64 -




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##### Table of Contents



Accumulated
    
    
    TotalAdditional
    
    
    
    
    
    
    Other
    
    
    StockholdersCommon
    
    
    Treasury
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    (Deficit)Stock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    

EquityBalance, December 31, 2005
    
    $
    481
    
    
    $
    (36,774
    )
    
    $
    348,401
    
    
    $
    (50,146
    )
    
    $
    94
    
    
    $
    262,056Issuance of 258,300 nonvested shares, net of forfeitures
    
    
    2
    
    
    
    
    
    
    
    310
    
    
    
    
    
    
    
    
    
    
    
    312Issuance of 113,819 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    604
    
    
    
    (129
    )
    
    
    
    
    
    
    
    
    
    
    475Issuance of 48,837 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    265
    
    
    
    (97
    )
    
    
    
    
    
    
    
    
    
    
    168Purchase of 3,640,113 shares of treasury stock
    
    
    
    
    
    
    (17,194
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,194
    )Stock-based compensation expense related to
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    33Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,596
    )
    
    
    
    
    
    
    (26,596
    )Other comprehensive loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    (94
    )Balance, December 31, 2006
    
    
    483
    
    
    
    (53,099
    )
    
    
    348,518
    
    
    
    (76,742
    )
    
    
    
    
    
    
    219,160Cumulative effect of FIN 48 adoption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    
    
    
    
    (81
    )Issuance of 270,900 nonvested shares, net of forfeitures
    
    
    3
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of nonvested shares
    
    
    
    
    
    
    
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    508Issuance of 160,449 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    826
    
    
    
    (336
    )
    
    
    
    
    
    
    
    
    
    
    490Issuance of 76,443 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    387
    
    
    
    (222
    )
    
    
    
    
    
    
    
    
    
    
    165Purchase of 28,771 shares of treasury stock
    
    
    
    
    
    
    (84
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84
    )Stock-based compensation expense related to
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    30Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102,574
    )
    
    
    
    
    
    
    (102,574
    )Balance, December 31, 2007
    
    
    486
    
    
    
    (51,970
    )
    
    
    348,495
    
    
    
    (179,397
    )
    
    
    
    
    
    
    117,614Issuance of 536,450 nonvested shares, net of forfeitures
    
    
    6
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    Stock bonus award (54,923 shares)
    
    
    
    
    
    
    258
    
    
    
    (183
    )
    
    
    
    
    
    
    
    
    
    
    75Amortization of nonvested shares
    
    
    
    
    
    
    
    
    
    
    641
    
    
    
    
    
    
    
    
    
    
    
    641Issuance of 491,827 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    2,218
    
    
    
    (1,707
    )
    
    
    
    
    
    
    
    
    
    
    511Issuance of 78,506 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    359
    
    
    
    (288
    )
    
    
    
    
    
    
    
    
    
    
    71Purchase of 49,626 shares of treasury stock
    
    
    
    
    
    
    (68
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (68
    )Stock-based compensation expense related to
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    21Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118,991
    )
    
    
    
    
    
    
    (118,991
    )Balance, December 31, 2008
    
    $
    492
    
    
    $
    (49,203
    )
    
    $
    346,973
    
    
    $
    (298,388
    )
    
    $
    
    
    
    $
    (126
    )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
 a.
    
    CONSOLIDATION:The consolidated financial statements include the accounts of Regent Communications,
Inc. (Regent or the Company) and its subsidiaries, all of which are wholly owned,
and entities for which Regent is the primary beneficiary. All intercompany transactions
and balances have been eliminated in consolidation. Our consolidated financial
statements have been prepared on a going concern basis of accounting, which
contemplates the continuity of operations and the realization of assets, liabilities
and commitments in the normal course of business.b.
    
    GOING CONCERN:The Companys credit agreement contains certain financial and other covenants, which,
among other things, require Regent to maintain specified financial ratios, and imposes
certain limitations on the Company with respect to lines of business, mergers,
investments and acquisitions, additional indebtedness, distributions, guarantees, liens
and encumbrances. Indebtedness under the credit agreement is secured by a lien on
substantially all of the Companys assets and of the subsidiaries, by a pledge of the
operating and license subsidiaries stock and by a guarantee of the subsidiaries.
Regents ability to meet certain of these financial ratios has been affected by
economic trends that have caused a general downturn in the advertising sector,
including advertising on the Companys radio stations. While the Company was in
compliance with its financial ratios at December 31, 2008, it is likely that Regent
will not be in compliance with certain of its financial ratios at March 31, 2009. If Regent is unable to meet its
financial ratios, the lenders could require that payment of the
outstanding debt under the credit agreement be accelerated. If this
occurs, we may not be able to pay the amounts outstanding, which
creates substantial doubt about our ability to continue as a going
concern. Accordingly, the Report of Independent Registered
Public Accounting Firm issued by the Companys auditors contains an explanatory
paragraph regarding this uncertainty. Under the terms of the credit
agreement, any audit report containing going concern language constitutes a default
under the agreement. As a result of this default, all debt outstanding under the credit
agreement has been recorded as currently payable in the Companys consolidated
financial statements. In addition, a valuation allowance has been recorded on
substantially all of the Companys deferred tax assets, as the Company is unable to
conclude that it is more likely than not that the assets will be realized, given the
uncertainty in the Companys ability to continue as a going concern. Regents
management is currently in negotiations with the parties to the credit agreement to
amend certain of the financial ratios and other covenants to regain compliance. While
the ability of the Company to amend the agreement is not assured, management believes
it will be successful in obtaining an amendment and will be able to regain compliance
with the terms of the credit agreement. If Regent is unable to negotiate such an
amendment, the Companys lenders could proceed against any such available collateral.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 c.
    
    DESCRIPTION OF BUSINESS:Regent is a radio broadcasting company whose primary business is to acquire, develop,
and operate radio stations in mid-sized markets throughout the United States. The
Company owns radio stations in the following markets: Ft. Collins-Greeley, Colorado;
Bloomington and Peoria, Illinois; Evansville, Indiana; Owensboro, Kentucky; Lafayette,
Louisiana; Flint and Grand Rapids, Michigan; St. Cloud, Minnesota; Albany, Buffalo and
Utica, New York; and El Paso, Texas.d.
    
    USE OF ESTIMATES:The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.e.
    
    CASH AND CASH EQUIVALENTS:Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.f.
    
    PROPERTY AND EQUIPMENT:Property and equipment are stated at cost. Major additions or improvements are
capitalized, while repairs and maintenance are charged to expense. Property and
equipment are depreciated on a straight-line basis over the estimated useful life of
the assets. Buildings are depreciated over thirty-nine years, broadcasting equipment
over a three-to-twenty-year life, computer equipment and software over a three-to-five
year life, and furniture and fixtures generally over a ten-year life. Leasehold
improvements are amortized over the shorter of their useful lives or the terms of the
related leases. Upon sale or disposition of an asset, the cost and related accumulated
depreciation are removed from the accounts and any gain or loss is recognized as a
component of operating loss in the Consolidated Statements of Operations and
Comprehensive Loss.g.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS:Intangible assets consist principally of the value of Federal Communication Commissions
(FCC) licenses and other definite-lived intangible assets. Goodwill represents the
excess of the purchase price over the fair value of net assets of acquired radio
stations. The Company follows the provisions of Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142) (See Note 7),
which requires that a company perform impairment testing annually, or more frequently
if events or circumstances indicate that the asset may be impaired, using a direct
valuation methodology for those assets determined to have an indefinite life. To test
goodwill for potential impairment, the Company compares the fair value of the reporting
unit with its carrying amount. Consistent with prior years, in 2008, the Company
determined the reporting unit as a radio market. If the fair value of any reporting
unit is less than its carrying amount, an
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 indication exists that the amount of goodwill
attributed to the reporting unit may be impaired and the Company is required to perform
a second step of the impairment test. In the second step, the Company compares the
implied fair value of each reporting units goodwill, determined by allocating the
reporting units fair value to all of its assets and liabilities, to
the carrying amount of the reporting unit. If the fair value is less than the carrying
value, the Company will record an impairment charge to operating expense up to the
carrying value of the recorded goodwill.SFAS 142 also requires the Company to test its FCC licenses and other indefinite-lived
intangible assets for impairment by comparing their estimated fair values to their
carrying values. If the carrying amount of an intangible asset exceeds its fair value,
an impairment charge is recorded to operating expense for the amount equal to the
excess. The Company utilizes the greenfield methodology, a widely-used direct
valuation methodology, to value its FCC licenses. This method assumes an inception
value for FCC licenses and employs a discounted cash flow methodology and accepted
appraisal techniques to estimate the fair value of each license.Acquired advertising contracts are amortized on a straight-line basis over a
six-month period. Intangible assets related to non-competition agreements, sports
rights agreements, and employment agreements are amortized on a straight-line basis
over the life of the respective agreement, while advertiser lists and advertiser
relationships are amortized over a three-year period.h.
    
    IMPAIRMENT OF LONG-LIVED ASSETS:Long-lived assets (including property, equipment, and intangible assets subject to
amortization) to be held and used are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds
the sum of the undiscounted cash flows expected to result from the use and eventual
disposal of the asset. If it were determined that the carrying amount of an asset was
not recoverable, an impairment loss would be recorded for the difference between the
carrying amount and the fair value of the asset. The Company determines the fair value
of its long-lived assets based upon the market value of similar assets, if available,
or independent appraisals, if necessary. Long-lived assets to be disposed of and/or
held for sale are reported at the lower of carrying amount or fair value, less cost to
sell. The fair value of assets held for sale is determined in the same manner as
described for assets held and used.i.
    
    DEFERRED FINANCING COSTS:Deferred financing costs are amortized to interest expense using the effective interest
method over the term of the related debt.j.
    
    CONCENTRATIONS OF CREDIT RISK:Financial instruments which potentially subject the Company to concentrations of credit
risk consist primarily of accounts receivable. The credit risk is limited due to the
large number of customers comprising the Companys customer base and their dispersion
across several different geographic areas of the country. The Company also maintains
cash in bank accounts at financial institutions where the balance, at times, exceeds
federally insured limits.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 k.
    
    REVENUE RECOGNITION:Broadcast RevenueBroadcast revenue for commercial broadcasting advertisements is recognized when the
commercial is broadcast. Revenue is reported net of agency commissions. Agency
commissions are calculated based on a stated percentage applied to gross billing
revenue for advertisers that use agencies.Barter TransactionsBarter transactions (advertising provided in exchange for goods and services) are
reported at the estimated fair value of the products or services received. Revenue from
barter transactions is recognized when advertisements are broadcast, and merchandise or
services received are charged to expense when received or used. If merchandise or
services are received prior to the broadcast of the advertising, a liability (deferred
barter revenue) is recorded. If advertising is broadcast before the receipt of the
goods or services, a receivable is recorded. Barter revenue was approximately $3.6
million, $3.6 million, and $3.1 million and barter expense was approximately $3.5
million, $3.5 million, and $3.2 million for the years ended December 31, 2008, 2007 and
2006 respectively.Time Brokerage AgreementsAt times, the Company enters into time brokerage agreements or local marketing
agreements (together TBAs) in connection with the purchase or sale of radio stations.
In most cases, a TBA is in effect from the signing of the acquisition agreement, or
shortly thereafter, through the closing date of the purchase or sale. Generally, under
the contractual terms of a TBA, the buyer agrees to furnish the programming content for
and provide other services to the stations, and in return, receives the right to sell
and broadcast advertising on the station and collect receipts for such advertising.
During the period the Company operates stations under TBAs for the purchase of a
station, Regent recognizes revenue and expense for such stations in the same manner as
for owned stations, and includes such revenues and expenses related to such stations in
operations since the effective dates of the TBAs. At December 31, 2008, Regent had no
ongoing TBAs. At December 31, 2007, one station held for sale by Regent was operated
under a TBA by the purchaser to the agreement.l.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS:Short-Term InstrumentsDue to their short-term maturity, the carrying amount of accounts receivable, accounts
payable and accrued expenses approximated their fair value at December 31, 2008 and
2007.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Investments in Debt SecuritiesIn connection with Regents 2006 sale of three radio stations in Peoria, Illinois, the
Company received a note receivable for $925,000 of the $2.8 million purchase price. In
accordance with Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities, (SFAS 115) and based on the
Companys intent and ability to hold the investment to maturity, Regent has classified
the
debt security as held-to-maturity and accounts for the investment at cost.
Additionally, the Company routinely assesses whether an other-than-temporary impairment
loss on an investment has occurred due to declines in fair value or other market
conditions. Declines in fair value that are considered other than temporary are
recorded as a component of expense in the Consolidated Statements of Operations and
Comprehensive Loss. During the third quarter of 2008, the Company determined that an
other-than-temporary impairment loss on the investment had occurred due to changing
market conditions potentially affecting the collectibility of the note. Accordingly,
the Company has recorded an impairment loss for approximately $1.0 million, which
amount includes interest accrued through September 30, 2008. No interest has been
accrued subsequent to September 30, 2008.Investments in Equity SecuritiesRegent accounts for its investments in equity securities in accordance with the
provisions of SFAS 115. The Company has classified its investments in marketable equity
securities, primarily mutual funds, as trading securities, which are reported at fair
value, with changes in fair value recorded in consolidated net loss. The fair value of
marketable securities is based on quoted market prices for those securities. The
marketable securities are included in other current assets.Long-Term DebtThe fair value of the Companys long-term debt is estimated based on the current rates
offered to the Company for debt of the same remaining maturities. Based on borrowing
rates currently available, the fair value of long-term debt approximates its carrying
value at December 31, 2008 and 2007.Interest Rate SwapsAt times, the Company enters into interest rate swap agreements to manage its exposure
to interest rate movements by effectively converting a portion of its debt from
variable to fixed rates. The Company follows the provisions of Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS 133), as amended, which requires that all derivative
financial instruments, such as interest rate swap agreements, be recognized in the
financial statements as assets or liabilities and be measured at fair value. Because
the Company has not designated the interest rate swap agreements as hedging instruments
in 2008 or 2007, revaluation gains and losses associated with changes in the fair value
measurement of the swap are recorded within realized and unrealized (loss) gain on
derivatives in the Consolidated Statements of Operations and Comprehensive Loss.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 m.
    
    INCOME TAXES:Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount
more likely than not to be realized.n.
    
    ADVERTISING AND PROMOTION COSTS:Costs of media advertising and associated production costs are expensed to station
operating expenses the first time the advertising takes place. The Company recorded
advertising expenses of approximately $1.3 million, $2.2 million, and $1.8 million for
the years ended December 31, 2008, 2007, and 2006, respectively.o.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:The Companys trade accounts receivable are generally non-interest bearing. The Company
maintains an allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. The allowance is calculated
based on a percentage of cash revenue, and includes a provision for known issues.
Customer account activity is routinely reviewed to assess the adequacy of the allowance
provided for potential losses. Account balances are charged off against the allowance
when it is probable the receivable will not be recovered.p.
    
    VARIABLE INTEREST ENTITIES:The Company follows the provisions of Financial Accounting Standards Board
Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation
of ARB No. 51 (FIN 46R), as revised. Under the provisions of FIN 46R, the Company
is required to consolidate the operations of entities for which it is the primary
beneficiary, and deconsolidate those entities for which it is no longer the primary
beneficiary. The Company may be required to consolidate the operations of stations it
operates as a lessee under time brokerage or local marketing agreements, or
deconsolidate those stations it leases to other broadcasting entities under time
brokerage or local marketing agreements. At December 31, 2008 and 2007, the Company was
involved in no transactions that would constitute variable interest entity
transactions.q.
    
    STOCK-BASED COMPENSATION PLANS:In January 2006, the Company implemented the provisions of Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment (SFAS 123R). SFAS 123R is
applicable to share-based compensation arrangements, including stock options,
restricted share plans, performance-based awards, stock appreciation rights, and
employee stock purchase plans. Under the provisions of SFAS 123R, companies are
required to record compensation expense for share-based payment transactions. At
December 31, 2008, the Company had five stock-based employee compensation plans, which
are more fully described in Note 5.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 r.
    
    DISCONTINUED OPERATIONS:Disposal of MarketsOn February 1, 2008, the Company completed the disposition of its Watertown, New York
radio stations. During 2006, the Company disposed of its Chico and Redding, California
markets. Regent applied the provisions of SFAS No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets, (SFAS 144), to the transactions, which
requires that in a period in which a component of an entity has been disposed of or is
classified as held for sale, the income statement of a business enterprise for current
and prior periods shall report the results of operations of the component, including
any gain or loss recognized, in
discontinued operations. The Companys policy is to allocate a portion of interest
expense to discontinued operations, based upon guidance in EITF 87-24, Allocation of
Interest to Discontinued Operations, as updated by SFAS 144. As there was no debt
required to be repaid as a result of these disposals, nor was there any debt assumed
by the buyers, interest expense was allocated to discontinued operations in proportion
to the net assets disposed of to total net assets of the Company.Selected financial information related to all discontinued operations for the years
ended December 31, 2008, 2007, and 2006 is as follows (in thousands):
 2008
    
    2007
    
    2006Net revenue
    
    $
    182
    
    
    $
    2,410
    
    
    $
    8,292Depreciation and amortization
    
    
    
    
    
    
    91
    
    
    
    356Allocated interest expense
    
    
    15
    
    
    
    145
    
    
    
    367Gain (loss) before income taxes
    
    
    649
    
    
    
    484
    
    
    
    (4,109
    )
 At December 31, 2007, the pending disposals of one station each of the Albany and
Buffalo, New York markets did not meet the criteria for the reclassification of
operating results to discontinued operations, due to the migration of cash flows from
the disposed stations to other Regent-owned stations. Therefore the results for these
radio stations remained classified in income from continuing operations in 2007.Assets held for saleLong-lived assets to be sold are classified as held for sale in the period in which
they meet all the criteria of paragraph 30 of SFAS 144. Regent measures assets held
for sale at the lower of their carrying amount or fair value less cost to sell. Assets
held for sale at December 31, 2008 was comprised of Regents former studio location in
Evansville, Indiana. The assets held for sale include approximately $43,000 of land
and land improvements and approximately $153,000 of building and building
improvements, offset by accumulated depreciation of approximately $20,000. Based upon
its assessment of the fair market value of the assets at December 31, 2008, Regent
reduced the carrying value of the assets by $20,000. The reduction was allocated among
the assets on a pro rata basis. At December 31, 2007, Regent had classified as assets
held for sale fixed and intangible assets
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 related to the pending disposal of all the
stations in Watertown, New York, as well as one station in each of the Albany and
Buffalo, New York markets (See Note 2). The major categories of these assets were as
follows (in thousands):
 December 31, 2008
    
    
    December 31, 2007Land and improvements
    
    $
    39
    
    
    $
    330Building and improvements
    
    
    137
    
    
    
    635Equipment
    
    
    
    
    
    
    2,411FCC licenses
    
    
    
    
    
    
    4,630Goodwill
    
    
    
    
    
    
    166176
    
    
    
    8,172Accumulated depreciation
    
    
    (20
    )
    
    
    (1,743
    )$
    156
    
    
    $
    6,429
 s.
    
    BUSINESS SEGMENTS:The Company has 13 distinct operating segments. These segments meet the criteria for
aggregation under SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information, (SFAS 131), and therefore the Company has aggregated these
operating segments to create one reportable segment.t.
    
    ASSET RETIREMENT OBLIGATIONS:The Company follows the provisions of SFAS No. 143, Accounting for Asset Retirement
Obligations (SFAS 143), as amended by Financial Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No.
143 (FIN 47). Under the provisions of these statements, a company is required to
recognize a liability for the fair value of a conditional asset retirement obligation
when incurred if fair value can be reasonably estimated. The liability is accreted to
its present value each period, and the capitalized cost is depreciated over the useful
life of the related asset. Upon settlement of the liability, an entity settles the
obligation for its recorded amount or incurs a gain or loss upon settlement. The
amount of accretion recorded by the Company during all years presented is immaterial.u.
    
    INTERNAL USE SOFTWARE:Included in computer equipment is the capitalized cost of website development costs.
The Company follows the provisions of Statement of Position 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use, (SOP 98-1),
which provides that costs incurred during the application development stage related to
the development of internal-use software are capitalized and amortized over the
estimated useful life. Costs incurred related to the conceptual design and maintenance
of internal-use software are expensed as incurred. Regent amortizes the costs of
capitalized internal-use software over a three-year period.
 2.
    
    ACQUISITIONS AND DISPOSITIONS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2008 Dispositions
    2007 Acquisitions
  2006 Acquisitions and Dispositions
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 3.
    
    LONG-TERM DEBT
  2008
    
    
    2007Senior secured Term A Loan
    
    $
    46,013
    
    
    $
    50,000Senior secured Term B Loan
    
    
    109,165
    
    
    
    113,850Senior secured revolving credit facility
    
    
    29,950
    
    
    
    42,500185,128
    
    
    
    206,350Less: current portion of long-term debt
    
    
    (185,128
    )
    
    
    (3,650
    )$
    
    
    
    $
    202,700
 Senior Reducing Revolving Credit Agreement
     - 76 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Excess cashflowConsolidated leverage ratio
    
    percentageGreater than 6.75:1.00
    
    
    75
    %5.00:1.00 to 6.74:1.00
    
    
    50
    %Less than 5.00:1.00
    
    
    0
    %
    - 77 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     4.
    
    CAPITAL STOCK
  - 78 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       5.
    
    STOCK-BASED COMPENSATION PLANS
 Share-based Plans
 1998 Management Stock Option Plan
  - 79 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2001 Directors Stock Option Plan
  2005 Incentive Compensation Plan
  2006 Directors Equity Compensation Plan
  - 80 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Employee Stock Purchase Plan
  Stock Compensation
   - 81 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  WEIGHTEDAVERAGESHARES
    
    EXERCISE PRICECompany options held by employees and Directors:At December 31, 2005
    
    
    4,270,039
    
    
    $
    5.94Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (101,000
    )
    
    $
    6.74Company options held by employees and Directors:At December 31, 2006
    
    
    4,169,039
    
    
    $
    5.92Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (86,000
    )
    
    $
    6.28Company options held by employees and Directors:At December 31, 2007
    
    
    4,083,039
    
    
    $
    5.91Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (1,504,988
    )
    
    $
    5.23Company options held by employees and Directors:At December 31, 2008
    
    
    2,578,051
    
    
    $
    6.31
  OPTIONS OUTSTANDING
    
    OPTIONS EXERCISABLEWEIGHTEDAVERAGE
    
    WEIGHTED
    
    
    
    
    
    WEIGHTEDREMAINING
    
    AVERAGE
    
    
    
    
    
    AVERAGEEXERCISE
    
    
    
    
    
    CONTRACTUAL
    
    EXERCISE
    
    
    
    
    
    EXERCISEPRICE
    
    SHARES
    
    LIFE (YEARS)
    
    PRICE
    
    SHARES
    
    PRICE$5.90 - $7.83
    
    
    1,380,123
    
    
    
    3.4
    
    
    $
    7.05
    
    
    
    1,380,123
    
    
    $
    7.05$5.00 - $5.89
    
    
    1,197,928
    
    
    
    4.0
    
    
    $
    5.46
    
    
    
    1,197,928
    
    
    $
    5.462,578,051
    
    
    
    
    
    
    
    
    
    
    
    2,578,051
   - 82 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    WEIGHTED AVERAGEGRANT-DATE FAIRSHARES
    
    VALUECompany nonvested shares held by employees and Directors:At December 31, 2005
    
    
    
    
    
    
    Granted
    
    
    274,100
    
    
    $
    4.64Vested
    
    
    (7,800
    )
    
    $
    4.74Forfeited/expired
    
    
    (15,800
    )
    
    $
    4.43Company nonvested shares held by employees and Directors:At December 31, 2006
    
    
    250,500
    
    
    $
    4.65Granted
    
    
    282,900
    
    
    $
    2.85Vested
    
    
    (80,125
    )
    
    $
    4.43Forfeited/expired
    
    
    (12,000
    )
    
    $
    3.53Company nonvested shares held by employees and Directors:At December 31, 2007
    
    
    441,275
    
    
    $
    3.57Granted
    
    
    553,600
    
    
    $
    1.37Vested
    
    
    (134,850
    )
    
    $
    3.60Forfeited/expired
    
    
    (17,150
    )
    
    $
    2.24Company nonvested shares held by employees and Directors:At December 31, 2008
    
    
    842,875
    
    
    $
    2.15
 6.
    
    EARNINGS PER SHARE
  - 83 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   YEAR ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006Net loss from continuing operations
    
    $
    (119,402
    )
    
    $
    (102,870
    )
    
    $
    (22,522
    )Income (loss) from discontinued operations,
net of applicable income taxes of $238, $188,
and $35, respectively
    
    
    411
    
    
    
    296
    
    
    
    (4,074
    )Net loss
    
    $
    (118,991
    )
    
    $
    (102,574
    )
    
    $
    (26,596
    )Weighted average basic common shares
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807Dilutive effect of stock options, warrants and
nonvested shares
    
    
    
    
    
    
    
    
    
    
    Weighted average diluted common shares
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807Net loss per common share:Basic and diluted:Net loss from continuing operations
    
    $
    (3.07
    )
    
    $
    (2.69
    )
    
    $
    (0.57
    )Discontinued operations
    
    
    0.01
    
    
    
    0.01
    
    
    
    (0.10
    )Net loss
    
    $
    (3.06
    )
    
    $
    (2.68
    )
    
    $
    (0.67
    )
 - 84 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS
  Definite-lived Intangible Assets
  December 31, 2008
    
    
    December 31, 2007Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationNon-compete agreements
    
    $
    219
    
    
    $
    171
    
    
    $
    219
    
    
    $
    97Sports rights, employment
agreements and
advertiser lists and
relationships
    
    
    779
    
    
    
    690
    
    
    
    779
    
    
    
    529Total
    
    $
    998
    
    
    $
    861
    
    
    $
    998
    
    
    $
    626
  - 85 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Indefinite-lived Intangible Assets
  FCC LicensesBalance as of December 31, 2006
    
    $
    340,720Purchase of radio station FCC licenses
    
    
    4,953Acquisition-related adjustment
    
    
    (158
    )FCC licenses related to assets held for sale
    
    
    (4,630
    )Impairment of FCC licenses
    
    
    (139,200
    )Balance as of December 31, 2007
    
    
    201,685Miscellaneous adjustments
    
    
    20Impairment of FCC licenses
    
    
    (66,600
    )Balance as of December 31, 2008
    
    $
    135,105
   Goodwill
  GoodwillBalance as of December 31, 2006
    
    $
    43,655Impairment of goodwill
    
    
    (24,400
    )Acquisition-related goodwill
    
    
    75Goodwill related to assets held for sale
    
    
    (166
    )Acquisition-related adjustment
    
    
    108Balance as of December 31, 2007
    
    
    19,272Impairment of goodwill
    
    
    (922
    )Miscellaneous adjustments
    
    
    42Balance as of December 31, 2008
    
    $
    18,392
  - 86 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  8.
    
    INCOME TAXES
  2008
    
    
    2007
    
    
    2006Current federal
    
    $
    
    
    
    $
    49
    
    
    $
    (55
    )Current state
    
    
    301
    
    
    
    168
    
    
    
    103Total current
    
    
    301
    
    
    
    217
    
    
    
    48Deferred federal
    
    
    (20,913
    )
    
    
    (54,165
    )
    
    
    (12,254
    )Deferred state
    
    
    (2,992
    )
    
    
    (6,400
    )
    
    
    (2,063
    )Total deferred
    
    
    (23,905
    )
    
    
    (60,565
    )
    
    
    (14,317
    )Valuation allowance
    
    
    77,993
    
    
    
    (213
    )
    
    
    (165
    )Net income tax
expense (benefit)
    
    $
    54,389
    
    
    $
    (60,561
    )
    
    $
    (14,434
    )
   2008
    
    
    2007Deferred tax assets:Net operating loss carryforwards
    
    $
    33,609
    
    
    $
    27,574Miscellaneous accruals and credits
    
    
    827
    
    
    
    832Derivative financial instruments
    
    
    4,236
    
    
    
    1,709Intangible assets
    
    
    43,416
    
    
    
    27,614Accounts receivable reserve
    
    
    203
    
    
    
    250Total deferred tax assets
    
    
    82,291
    
    
    
    57,979Valuation allowance
    
    
    (80,899
    )
    
    
    (2,906
    )Net deferred tax assets
    
    
    1,392
    
    
    
    55,073Deferred tax liabilities:Property and equipment
    
    
    (1,392
    )
    
    
    (748
    )Total deferred tax liabilities
    
    
    (1,392
    )
    
    
    (748
    )Net deferred tax assets
    
    $
    
    
    
    $
    54,325
 - 87 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     2008
    
    2007
    
    2006Federal tax expense at statutory rate
    
    
    (34.0
    )%
    
    
    (34.0
    )%
    
    
    (34.0
    )%Other non-deductible expenses
    
    
    0.3
    
    
    
    0.8
    
    
    
    0.2Increase (decrease) in valuation allowance
    
    
    120.0
    
    
    
    (0.1
    )
    
    
    (0.4
    )Expiration of net operating losses
    
    
    1.8
    
    
    
    0.2
    
    
    
    0.2State tax, net of federal tax benefit
    
    
    (4.4
    )
    
    
    (3.9
    )
    
    
    (5.0
    )Other
    
    
    0.0
    
    
    
    (0.1
    )
    
    
    (0.1
    )Effective tax rate
    
    
    83.7
    %
    
    
    (37.1
    )%
    
    
    (39.1
    )%
   - 88 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2008
    
    
    2007Gross unrecognized tax benefits  Beginning of year
    
    $
    388,077
    
    
    $
    388,077Increase based on tax positions related to current year
    
    
    42,624
    
    
    
    Gross unrecognized tax benefits  End of year
    
    $
    430,701
    
    
    $
    388,077
   9.
    
    DERIVATIVE FINANCIAL INSTRUMENTS
  10.
    
    SAVINGS PLANS
 Regent Communications, Inc. 401(k) Profit Sharing Plan
  - 89 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Regent Communications, Inc. Deferred Compensation Plan
  11.
    
    OTHER FINANCIAL INFORMATION
 Property and Equipment:
  2008
    
    
    2007Equipment
    
    $
    40,743
    
    
    $
    40,279Furniture and fixtures
    
    
    2,696
    
    
    
    2,399Building and improvements
    
    
    14,210
    
    
    
    13,693Land and improvements
    
    
    4,140
    
    
    
    4,17961,789
    
    
    
    60,550Less accumulated depreciation
    
    
    (29,138
    )
    
    
    (25,996
    )Net property and equipment
    
    $
    32,651
    
    
    $
    34,554
  - 90 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Other Current Liabilities:
  2008
    
    
    2007Accrued interest
    
    $
    50
    
    
    $
    234Accrued professional fees
    
    
    137
    
    
    
    567Deferred revenue
    
    
    511
    
    
    
    601Accrued medical and dental costs
    
    
    732
    
    
    
    598Accrued state, local, franchise
and property taxes
    
    
    373
    
    
    
    641Deferred compensation plan obligation
    
    
    558
    
    
    
    698Accrued national representation fees
    
    
    318
    
    
    
    407Accrued other
    
    
    1,331
    
    
    
    1,519$
    4,010
    
    
    $
    5,265
 12.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS
   - 91 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Quoted Market
    
    SignificantPrices for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableDecember 31,
    
    Assets -
    
    Inputs -
    
    Inputs -Financial Asset (Liability)
    
    2008
    
    Level 1
    
    Level 2
    
    Level 3Assets:Short-term
investments
    
    $
    5
    
    
    $
    5Marketable securities
    
    $
    572
    
    
    $
    572Liabilities:Derivative interest rate swap agreements
    
    $
    (10,980
    )
    
    
    
    
    
    $
    (10,980
    )
  13.
    
    COMMITMENTS AND CONTINGENCIES
    - 92 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Operating
    
    
    CapitalLeases
    
    
    Leases2009
    
    $
    1,640
    
    
    $
    1002010
    
    
    1,140
    
    
    
    742011
    
    
    1,078
    
    
    
    452012
    
    
    930
    
    
    
    142013
    
    
    807
    
    
    
    7Thereafter
    
    
    3,110
    
    
    
    2Total minimum payments
    
    $
    8,705
    
    
    
    242Amount representing interest
    
    
    
    
    
    
    28Present value of net
minimum lease payments
    
    
    
    
    
    $
    214
  - 93 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 14.
    
    QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
  1st Quarter
    
    2nd Quarter
    
    3rd Quarter
    
    4th Quarterended
    
    ended
    
    ended
    
    ended
    
    TotalMarch 31
    
    June 30
    
    Sept. 30
    
    Dec. 31
    
    Year2008Net broadcast revenues
    
    $
    20,833
    
    
    $
    26,482
    
    
    $
    25,328
    
    
    $
    23,697
    
    
    $
    96,340Operating income (loss)
    
    
    3,610
    
    
    
    7,091
    
    
    
    (60,165
    )
    
    
    6,131
    
    
    
    (43,333
    )(Loss) income from continuing
operations
    
    
    (3,369
    )
    
    
    5,609
    
    
    
    (46,265
    )
    
    
    (75,377
    )
    
    
    (119,402
    )NET (LOSS) INCOME:
    
    $
    (3,010
    )
    
    
    5,679
    
    
    
    (46,292
    )
    
    
    (75,368
    )
    
    
    (118,991
    )BASIC AND DILUTED NET
(LOSS) INCOME PER COMMON
SHARE(1)(2):Net (loss) income per
common share
    
    $
    (0.08
    )
    
    $
    0.15
    
    
    $
    (1.19
    )
    
    $
    (1.93
    )
    
    $
    (3.06
    )2007Net broadcast revenues
    
    $
    21,508
    
    
    $
    25,736
    
    
    $
    25,729
    
    
    $
    24,939
    
    
    $
    97,912Operating income (loss)
    
    
    2,438
    
    
    
    6,241
    
    
    
    6,464
    
    
    
    (156,824
    )
    
    
    (141,681
    )(Loss) income from continuing
operations
    
    
    (1,233
    )
    
    
    2,966
    
    
    
    (1,351
    )
    
    
    (103,252
    )
    
    
    (102,870
    )NET (LOSS) INCOME:
    
    $
    (1,199
    )
    
    $
    3,040
    
    
    $
    (1,289
    )
    
    $
    (103,126
    )
    
    $
    (102,574
    )BASIC AND DILUTED NET
(LOSS) INCOME PER COMMON
SHARE(1)(2):Net (loss) income per
common share
    
    $
    (0.03
    )
    
    $
    0.08
    
    
    $
    (0.03
    )
    
    $
    (2.69
    )
    
    $
    (2.68
    )
 
 (1)
    
    The sum of the quarterly net income (loss) per share amounts may not equal
the annual amount reported, as per share amounts are computed independently for each
quarter.(2)
    
    Despite net income for each of the second quarters of 2008 and 2007, net income
per common share was the same for both the basic and diluted calculation. 15.
    
    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  - 94 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     - 95 -




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##### Table of Contents



ADDITIONSBALANCE
    
    CHARGED
    
    
    
    
    
    
    
    
    
    BALANCEAT
    
    TO
    
    CHARGED TO
    
    
    
    
    
    ATBEGINNING
    
    COSTS AND
    
    OTHER
    
    
    
    
    
    THE ENDOF PERIOD
    
    EXPENSES
    
    ACCOUNTS
    
    DEDUCTIONS(1)
    
    OF PERIODAllowance for doubtful accounts:Years ended December 31,2008
    
    $
    651
    
    
    
    446
    
    
    
    
    
    
    
    570
    
    
    $
    5272007
    
    $
    898
    
    
    
    286
    
    
    
    
    
    
    
    533
    
    
    $
    6512006
    
    $
    802
    
    
    
    632
    
    
    
    
    
    
    
    536
    
    
    $
    898Deferred tax asset valuation
allowance:Years ended December 31,2008
    
    $
    2,906
    
    
    
    79,127
    (2)
    
    
    
    
    
    
    1,134
    (3)
    
    $
    80,8992007
    
    $
    3,119
    
    
    
    64
    (4)
    
    
    
    
    
    
    277
    (5)
    
    $
    2,9062006
    
    $
    3,283
    
    
    
    84
    (6)
    
    
    
    
    
    
    248
    (7)
    
    $
    3,119
 
 (1)
    
    Represents accounts written off to the reserve.(2)
    
    Represents a valuation allowance recorded for net deferred tax assets.(3)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2008.(4)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2007 and scheduled to expire prior to 2017.(5)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2007.(6)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2006 and scheduled to expire prior to 2017.(7)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2006. 
   
   - 96 -




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  - 97 -




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##### Table of Contents



Number of securitiesremaining available forNumber of securities to
    
    Weighted average
    
    issuance under equitybe issued upon exercise
    
    exercise price of
    
    compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    2,578,051
    
    
    $
    6.31
    
    
    
    4,106,302Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,578,051
    
    
    $
    6.31
    
    
    
    4,106,302
 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES.
  
  
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
   - 98 -




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- 99 -




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REGENT COMMUNICATIONS, INC.Date: March 31, 2009
    By:
    /s/  William L. StakelinWilliam L. Stakelin, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/ William L. Stakelin
    
    President, Chief Executive
    
    March 31, 2009William L. Stakelin
    
    Officer, and Director
(Principal Executive Officer)/s/ Anthony A. Vasconcellos
    
    Executive Vice President and
    
    March 31, 2009Anthony A. Vasconcellos
    
    Chief Financial Officer (Principal
Financial and Principal Accounting
Officer)/s/ John J. Ahn

John J. Ahn
    
    Director
    
    March 31, 2009/s/ John F. DeLorenzo

John F. DeLorenzo
    
    Director
    
    March 31, 2009/s/ Andrew L. Lewis, IV

Andrew L. Lewis, IV
    
    Director
    
    March 31, 2009/s/ Timothy M. Mooney

Timothy M. Mooney
    
    Director
    
    March 31, 2009/s/ John H. Wyant

John H. Wyant
    
    Director
    
    March 31, 2009
 S-1




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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION2(a)*
    
    Asset Purchase Agreement dated as of September 1, 2006 by and among Regent Broadcasting of
Buffalo, Inc. and CBS Radio Stations Inc. (excluding schedules and exhibits not deemed
material) (previously filed as Exhibit 2.1 to the Registrants Form 8-K dated December 15,
2006 and incorporated herein by this reference)3(a)*
    
    Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended
by a Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series G Preferred Stock of Regent Communications, Inc.,
filed January 21, 1999 (previously filed as Exhibit 3(a) to the Registrants Form 10-K for the
year ended December 31, 1998 and incorporated herein by this reference)3(b)*
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc. filed with the Delaware Secretary of State on November 19, 1999
(previously filed as Exhibit 3(b) to the Registrants Form 10-Q for the quarter ended June 30,
2001 and incorporated herein by this reference)3(c)*
    
    Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(c) to the Registrants Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by this reference)3(d)*
    
    Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series H Preferred Stock of Regent Communications, Inc.,
filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as
Exhibit 3(d) to the Registrants Form 10-Q for the quarter ended June 30, 1999 and
incorporated herein by this reference)3(e)*
    
    Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(e) to the Registrants Form 10-Q for the quarter
ended on September 30, 1999 and incorporated herein by this reference)
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION3(f)*
    
    Certificate of Increase of Shares Designated as Series H Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(f) to the Registrants Form 10-Q for the quarter
ended on September 30, 1999 and incorporated herein by this reference)3(g)*
    
    Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and
Other Distinguishing Characteristics of Series K Preferred Stock of Regent Communications,
Inc., filed with the Delaware Secretary of State on December 13, 1999 amending the Amended and
Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously
filed as Exhibit 3(g) to Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)3(h)*
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc. filed with the Delaware Secretary of State on March 13, 2002 (previously
filed as Exhibit 3(h) to the Registrants Form 10-K for the year ended December 31, 2001 and
incorporated herein by this reference)3(i)*
    
    Amended and Restated By-Laws of Regent Communications, Inc. adopted October 24, 2007
(previously filed as Exhibit 3(i) to the Registrants Form 10-Q for the quarter ended
September 30, 2007 and incorporated herein by this reference)4(a)*
    
    Credit Agreement dated as of November 21, 2006 among Regent Broadcasting, LLC, Regent
Communications, Inc. and the lenders identified therein (without schedules and exhibits, which
Regent has determined are not material) (previously filed as Exhibit 4 to the Registrants
Form 8-K filed November 28, 2006 and incorporated herein by this reference)4(b)*
    
    Amendment No. 1 to the Credit Agreement, dated as of February 23, 2007 among Regent
Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therein (without
schedules and exhibits, which Regent has determined are not material) (previously filed as
Exhibit 4(a) to the Registrants Form 8-K filed March 1, 2007 and incorporated herein by this
reference)4(c)*
    
    Amendment No. 2 to the Credit Agreement, dated as of November 15, 2007 by and among Regent
Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therewith (without
schedules and exhibits, which Regent has determined are not material) (previously filed as
Exhibit 4(a) to the Registrants Form 8-K filed November 21, 2007 and incorporated herein by
this reference)4(d)*
    
    Rights Agreement dated as of May 19, 2003 between Regent Communications, Inc. and Fifth
Third Bank (previously filed as Exhibit 4.1 to the Registrants Form 8-K filed May 20, 2003
and incorporated herein by this reference)4(e)*
    
    First Amendment to Rights Agreement dated and effective as of February 27, 2004 between
Regent Communications, Inc., Fifth Third Bank, and
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTIONComputershare Services, LLC (previously filed as Exhibit 4(c) to the Registrants
Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by this
reference)10(a)*#
    
    Regent Communications, Inc. 1998 Management Stock Option Plan, as amended through May 17,
2001 and restated as of October 24, 2002 (previously filed as Exhibit 10(b) to the
Registrants Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by
this reference)10(b)*#
    
    Grant of Incentive Stock Option under the Regent Communications, Inc. 1998 Management Stock
Option Plan, as amended (previously filed as Exhibit 10(b) to the Registrants Form 10-K for
the year ended December 31, 2004 and incorporated herein by reference)10(c)*#
    
    Regent Communications, Inc. 2001 Directors Stock Option Plan dated May 17, 2001
(previously filed as Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended June
30, 2001 and incorporated herein by this reference)10(d)*#
    
    Grant of Stock Option under the Regent Communications, Inc. 2001 Directors Stock Option
Plan (previously filed as Exhibit 10(d) to the Registrants Form 10-K for the year ended
December 31, 2004 and incorporated herein by reference)10(e)*#
    
    Regent Communications, Inc. Employee Stock Purchase Plan, as amended on October 24, 2002
and effective January 1, 2003 (previously filed as Exhibit 10(a) to the Registrants Form 10-Q
for the quarter ended September 30, 2002 and incorporated herein by this reference)10(f)*#
    
    Regent Communications, Inc. Deferred Compensation Plan dated July 25, 2002 and effective
October 1, 2002 (previously filed as Exhibit 10(e) to the Registrants Form 10-K for the year
ended December 31, 2002 and incorporated herein by this reference)10(g)*#
    
    Regent Communications, Inc. 2005 Incentive Compensation Plan as adopted February 3, 2005
(previously filed as Exhibit 4.1 to the Registrants Form S-8 Registration Statement No.
333-130616 filed December 22, 2005 and incorporated herein by this reference)10(h)*#
    
    Amendment No. 1 to the Regent Communications, Inc. 2005 Incentive Compensation Plan,
effective as December 14, 2005 (previously filed as Exhibit 4.2 to the Registrants Form S-8
Registration Statement No. 333-130616 filed December 22, 2005 and incorporated herein by this
reference)10(i)*#
    
    Amendment No. 2 to the Regent Communications, Inc. 2005 Incentive Compensation Plan
(previously filed as Annex 1 to the Registrants Proxy Statement dated April 30, 2008 and
incorporated herein by this reference)10(j)*#
    
    Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2005 Incentive
Compensation Plan, as amended (previously filed as Exhibit 10.3 to the Registrants Form 8-K
filed January 4, 2006 and incorporated herein by this reference)
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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION10(k)*#
    
    Regent Communications, Inc. 2006 Directors Equity Compensation Plan as adopted May 10, 2006
(previously filed as Exhibit 4.1 to the Registrants Form S-8 Registration Statement No.
333-133959 filed May 10, 2006 and incorporated herein by this reference)10(l)*#
    
    Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2006 Directors
Equity Compensation Plan (previously filed as Exhibit 10.2 to the Registrants Form 8-K filed
May 12, 2006 and incorporated herein by this reference)10(m)*#
    
    Separation Agreement and General Release by and between Terry S. Jacobs and Regent
Communications, Inc. dated September 1, 2005 (previously filed as Exhibit 10(a) to the
Registrants Form 8-K filed September 8, 2005 and incorporated herein by reference)10(n)*#
    
    Employment Agreement between Regent Communications, Inc. and William L. Stakelin
(previously filed as Exhibit 10.1 to the Registrants Form 8-K filed January 4, 2008 and
incorporated herein by this reference)10(o)#
    
    Amendment No. 1 to Employment Agreement between Regent Communications, Inc. and William L.
Stakelin dated January 22, 200910(p)*#
    
    Employment Agreement between Regent Communications, Inc. and Anthony A. Vasconcellos
(previously filed as Exhibit 10.2 to the Registrants Form 8-K filed January 4, 2008 and
incorporated herein by this reference)10(q)#
    
    Amendment No. 1 to Employment Agreement between Regent Communications, Inc. and Anthony A.
Vasconcellos dated January 22, 200910(r)#
    
    Schedule of Director Compensation10(s)*
    
    Registration Rights Agreement dated June 15, 1998 among Regent Communications, Inc., PNC
Bank, N.A., Trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates
V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc.,
General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, Terry S.
Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership,
Miami Valley Venture Fund L.P. and Thomas Gammon (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as Exhibit 4(e) to the Registrants Form
8-K filed June 30, 1998 and incorporated herein by this reference)10(t)*
    
    First Amendment to Registration Rights Agreement dated as of August 31, 1999 among Regent
Communications, Inc., PNC Bank, N.A., as trustee, Waller-Sutton Media Partners, L.P., WPG
Corporate Development Associates V, L.L.C., WPG Corporate Development Associates (Overseas) V,
L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cities Capital Fund
Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip
Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and Thomas P. Gammon
(excluding exhibits not deemed material or filed separately in executed form) (previously
filed as Exhibit 4(gg) to the Registrants Form 10-Q
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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTIONfor the quarter ended on September 30, 1999 and incorporated herein by this
reference)10(u)*
    
    Second Amendment to Registration Rights Agreement dated as of December 13, 1999, among
Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II
Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture
Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media
Partners, L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital Partners VII,
WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V
(Overseas) L.P., General Electric Capital Corporation, William H. Ingram, The Roman Arch Fund
L.P., The Roman Arch Fund II L.P. and The Prudential Insurance Company of America (previously
filed as Exhibit 4(hh) to Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)10(v)*
    
    Third Amendment to Registration Rights Agreement, dated August 28, 2001, among Regent
Communications, Inc. and the Stockholders who are signatories thereto (previously filed as
Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended September 30, 2001 and
incorporated herein by this reference)10(w)*
    
    Fourth Amendment to Registration Rights Agreement, dated as of November 26, 2001, among
Regent Communications, Inc. and the Stockholders who are signatories thereto (previously filed
as Exhibit 10(t) to the Registrants Form 10-K for the year ended December 31, 2001 and
incorporated herein by this reference)10(x)*
    
    Settlement Agreement dated September 14, 2007, among Regent Communications, Inc., Riley
Investment Management LLC, Riley Investment Partners Master Fund, L.P., SMH Capital Inc. and
other parties to the agreement, including Release as Exhibit A thereto (previously filed as
Exhibit 10.1 to the Registrants Form 8-K filed September 17, 2007 and incorporated herein by
this reference)10(y)*
    
    Standstill Agreement dated March 17, 2009, among Regent Communications, Inc., Riley
Investment Management LLC and Riley Investment Partners Master Fund, L.P. (previously filed as
Exhibit 10.1 to the Registrants Form 8-K filed March 19, 2009 and incorporated herein by this
reference)21
    
    Subsidiaries of Registrant23.1
    
    Consent of Independent Registered Public Accounting Firm31(a)
    
    Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification31(b)
    
    Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification32(a)
    
    Chief Executive Officer Section 1350 Certification32(b)
    
    Chief Financial Officer Section 1350 Certification
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*
    
    Incorporated by reference.#
    
    Constitutes a management contract or compensatory plan or arrangement. E-6