##### 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, 2009
 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
 TOWNSQUARE MEDIA, INC.,
 F/K/A REGENT COMMUNICATIONS, INC.
  Delaware 
State or other jurisdiction of 
incorporation or organization
    
    31-1492857
(I.R.S. Employer
Identification No.)
 
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 par value per share
    
    None
  Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o
No 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)
 Yes o No þ
  Yes þ No o




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Cautionary Statement Concerning Forward-Looking Statements
  http://www.sec.gov




---



##### 



PagePart IItem 1 Business
    
    
    4Item 1A Risk Factors
    
    
    26Item 1B Unresolved Staff Comments
    
    
    30Item 2 Properties
    
    
    30Item 3 Legal Proceedings
    
    
    31Item 4 (Removed and Reserved)
    
    
    31Part IIItem 5 Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    32Item 6 Selected Financial Data
    
    
    34Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    35Item 7A Quantitative and Qualitative Disclosures about Market Risk
    
    
    56Item 8 Financial Statements and Supplementary Data
    
    
    57Item 9 Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure
    
    
    97Item 9A(T) Controls and Procedures
    
    
    97Item 9B Other Information
    
    
    98Part IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    99Item 11 Executive Compensation
    
    
    109Item 12 Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
    
    
    117Item 13 Certain Relationships and Related Transactions, and
Director Independence
    
    
    117Item 14 Principal Accounting Fees and Services
    
    
    118Part IVItem 15 Exhibits, Financial Statement Schedules
    
    
    118Exhibit 4(f)Exhibit 4(g)Exhibit 10(l)Exhibit 10(m)Exhibit 21Exhibit 31(a)Exhibit 31(b)Exhibit 32(a)Exhibit 32(b)




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##### Table of Contents



PART I
 
 ITEM 1. BUSINESS.
 General Development of Business
 Investing in Radio 2009 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.
    - 4 -




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Chapter 11 Reorganization
        - 5 -




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##### Table of Contents



FCC Licenses Post Reorganization
    - 6 -




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##### Table of Contents



Delisting of our Common Stock
  Operating Strategy
  Ownership of Strong Radio Station Clusters
  Aggressive Sales and Marketing
  - 7 -




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Cross-platform Sales
 Targeted Programming and Promotion
 
 
 
 Decentralized Operations
 Active Cost Management.
  - 8 -




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##### Table of Contents



Acquisition Strategy
    
    
    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;
  - 9 -




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##### Table of Contents




    
    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.
   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 2009 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 2009 Market Report,
published by BIA Publications, Inc.
  - 10 -




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##### Table of Contents




    
    We obtained all audience share information from the Fall 2009 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
    
    58
    
    
    
    
    
    3
    
    
    16.0WQBJ-FM
    
    
    
    
    
    Adult Oriented Rock
    
    M 18-49WQBK-FM
    
    
    
    
    
    Adult Oriented Rock
    
    M 18-49WBZZ-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WGNA-FM
    
    
    
    
    
    Country
    
    A 25-54WTMM-FM
    
    
    
    
    
    Sports/Talk
    
    M 25+Bloomington, IL
    
    241
    
    185
    
    
    
    
    
    1
    
    
    27.8WJBC-AM
    
    
    
    
    
    News/Talk
    
    A 35-54WBNQ-FM
    
    
    
    
    
    Hot Adult Contemporary
    
    W 25-54WBWN-FM
    
    
    
    
    
    Country
    
    A 25-54WJBC-FM
    
    
    
    
    
    News/Talk
    
    A 35-54WJEZ-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54Buffalo, NY
    
    52
    
    41
    
    
    
    
    
    3
    
    
    24.7WYRK-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
    
    74
    
    
    
    
    
    2
    
    
    12.6KSII-FM
    
    
    
    
    
    Hot Adult Contemporary
    
    W 18-49KLAQ-FM
    
    
    
    
    
    Rock
    
    M 18-49KROD-AM
    
    
    
    
    
    News/Talk
    
    A 35+Evansville, IN
    
    163
    
    129
    
    
    
    
    
    2
    
    
    34.0WKDQ-FM
    
    
    
    
    
    Country
    
    A 25-54WJLT-FM
    
    
    
    
    
    Oldies
    
    A 35+WDKS-FM
    
    
    
    
    
    CHR
    
    A 18-34WGBF-FM
    
    
    
    
    
    Active Rock
    
    M 18-49WGBF-AM
    
    
    
    
    
    News/Talk
    
    A 35+Flint, MI
    
    127
    
    126
    
    
    
    
    
    1
    
    
    20.4WCRZ-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
    
    158
    
    
    
    
    
    1
    
    
    15.6KUAD-FM
    
    
    
    
    
    Country
    
    A 25-54KTRR-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54KMAX-FM
    
    
    
    
    
    Classic Hits
    
    A 25-54KKPL-FM
    
    
    
    
    
    Hot AC
    
    W 18-49KARS-FM
    
    
    
    
    
    Classic Rock
    
    A 25-54
  - 11 -




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StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareGrand Rapids, MI
    
    67
    
    66
    
    
    
    
    
    3
    
    
    17.0WLHT-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
    
    
    
    
    
    Classic Hits
    
    A 35+Lafayette, LA
    
    105
    
    95
    
    
    
    
    
    1
    
    
    28.4KPEL-FM
    
    
    
    
    
    News/Talk
    
    A 35+KTDY-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54KHXT-FM
    
    
    
    
    
    Rhythmic CHR
    
    A 18-34KFTE-FM
    
    
    
    
    
    Alternative
    
    M 18-34KMDL-FM
    
    
    
    
    
    Country
    
    A 25-54KPEL-AM
    
    
    
    
    
    Sports
    
    M 35+KROF-AM
    
    
    
    
    
    Oldies
    
    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
    
    122
    
    
    
    
    
    2
    
    
    23.2WVEL-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
    
    172
    
    
    
    
    
    2
    
    
    30.1KMXK-FM
    
    
    
    
    
    Hot Adult Contemporary
    
    W 18-49WWJO-FM
    
    
    
    
    
    Country
    
    A 25-54WJON-AM
    
    
    
    
    
    News/Talk
    
    A 35+KLZZ-FM
    
    
    
    
    
    Classic Rock
    
    M 25-54KZRV-FM
    
    
    
    
    
    Active Rock
    
    M 18-34KXSS-AM
    
    
    
    
    
    Sports
    
    M 35+Utica-Rome, NY
    
    164
    
    209
    
    
    
    
    
    1
    
    
    37.4WODZ-FM
    
    
    
    
    
    Oldies
    
    A 35+WLZW-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WFRG-FM
    
    
    
    
    
    Country
    
    A 25-54WIBX-AM
    
    
    
    
    
    News/Talk
    
    A 35+
  - 12 -




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##### Table of Contents



Advertising Sales
      
    
    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.
   - 13 -




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Competition
   Federal Regulation of
Radio Broadcasting
   - 14 -




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##### Table of Contents



Employees
  Federal Regulation of Radio Broadcasting
 Introduction.
 
    
    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.
   - 15 -




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##### Table of Contents



License Grant and Renewal
    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
    
    
    06/01/14WBZZ-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
    
    
    06/01/14
  - 16 -




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##### Table of Contents



ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    
    Power in
    
    
    
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    
    Kilowatts
    
    
    Frequency
    
    
    LicenseBloomington, 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
    
    
    12/01/12WJBC-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 1.0 night
    
    
    1280  kHz
    
    
    08/01/12Flint, 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 1.0 night
    
    
    1470 kHz
    
    
    10/01/12WRCL-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
    
    
    10/01/12Ft. 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-FM1
    
    C
    
    
    372
    
    
    
    100.0
    
    
    102.9  MHz
    
    
    10/01/13
 
 1
    
    Upon consummation of the assignment of the licenses
from the trust which currently holds them to the Company, the license and
assets for this station will be divested to a divestiture trust for eventual
sale.  - 17 -




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##### Table of Contents



ExpirationDate ofStation Call
    
    
    FCC
    
    
    HAAT in
    
    
    Power in
    
    
    
    
    
    
    FCCMarket
    
    Letters
    
    
    Class
    
    
    Meters
    
    
    Kilowatts
    
    
    Frequency
    
    
    LicenseGrand 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.048 night
    
    
    1410 kHz
    
    
    
    10/01/12WFGR-FM
    
    
    A
    
    
    
    150
    
    
    2.75
    
    
    98.7   MHz
    
    
    
    10/01/12Lafayette, LA
    
    KMDL-FM
    
    
    C2
    
    
    
    171
    
    
    
    38.0
    
    
    97.3   MHz
    
    
    
    06/01/12KHXT-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-FM2
    
    
    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
    
    
    
    04/01/13KZRV-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 nightUtica-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
 
 2
    
    Upon consummation of the assignment of the licenses
from the trust which currently holds them to the Company, the license and
assets for this station will be divested to a divestiture trust for eventual
sale.  - 18 -




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##### Table of Contents



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;
    
    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.
  - 19 -




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##### Table of Contents




    
    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.
      - 20 -




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Alien Ownership Rules
 Time Brokerage
   - 21 -




---



##### Table of Contents



Programming and Operation
    - 22 -




---



##### Table of Contents



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.
    - 23 -




---



##### Table of Contents



Federal Antitrust Considerations.
    - 24 -




---



##### Table of Contents



Access to Information
 www.regentcomm.com http://www.sec.gov
  - 25 -




---



##### Table of Contents



ITEM 1A. RISK FACTORS.
 We Were in Default Under Our Prepetition Credit Agreement Which Led to Our Reorganization Under
Chapter 11 and the Cancellation of Our Common Stock. Our Common Stock No Longer Trades.
   RISKS RELATED TO OUR OPERATIONS
 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;
    
    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).
  - 26 -




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##### Table of Contents



Adverse Economic Conditions Have Caused a Decline in Client Spending Which Has Adversely Affected
Our Business and Financial Performance.
  We May Lose Key Personnel.
   An Economic Downturn in Any of Our Significant Markets Could Adversely Affect Our Revenue and Cash
Flow.
  Our Results of Operations Have Been and May Continue to Be Adversely Affected by a General
Deterioration in Economic Conditions.
   - 27 -




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##### Table of Contents



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 May Lose Audience Share and Advertising Revenue Due to Competition.
    - 28 -




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##### Table of Contents



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;
 
    
    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.
  RISKS RELATED TO REGULATION
 We Are Subject to Extensive and Changing Federal Regulation.
    - 29 -




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##### Table of Contents



Enforcement by the FCC of its Indecency Rules Could Adversely Impact Our Business.
  We Could Experience Delays in Expanding Our Business Due to Antitrust Laws and Other Regulatory
Considerations.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM
2. PROPERTIES.
    - 30 -




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##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS.
   
 ITEM 4. (Removed and Reserved).
  - 31 -




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Stock Prices
  High
    
    
    Low2009First quarter
    
    $
    0.22
    
    
    $
    0.08Second quarter
    
    $
    0.30
    
    
    $
    0.10Third quarter
    
    $
    0.54
    
    
    $
    0.16Fourth quarter
    
    $
    0.82
    
    
    $
    0.182008First quarter
    
    $
    1.60
    
    
    $
    0.85Second quarter
    
    $
    1.34
    
    
    $
    0.82Third quarter
    
    $
    1.08
    
    
    $
    0.46Fourth quarter
    
    $
    0.89
    
    
    $
    0.07
    - 32 -




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##### Table of Contents



Share Repurchases
  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, 2009 
October 31, 2009
    
    
    2,080
    (2)
    
    $
    0.65
    
    
    
    0
    
    
    $
    1,593November 1, 2009 
November 30, 2009
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593December 1, 2009 
December 31, 2009
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593Total
    
    
    2,080
    
    
    $
    0.65
    
    
    
    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, 2009, 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 2009.(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.  - 33 -




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
  SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)
YEAR ENDED DECEMBER 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005OPERATING RESULTS (1) (3):Net broadcast revenues
    
    $
    84,141
    
    
    $
    96,340
    
    
    $
    97,912
    
    
    $
    82,706
    
    
    $
    76,439Operating loss
    
    
    (30,686
    )
    
    
    (43,333
    )
    
    
    (141,681
    )
    
    
    (31,465
    )
    
    
    (8,020
    )Loss from continuing operations
before income taxes
    
    
    (43,770
    )
    
    
    (65,013
    )
    
    
    (163,431
    )
    
    
    (36,956
    )
    
    
    (11,380
    )Loss from continuing
operations
    
    
    (43,982
    )
    
    
    (119,402
    )
    
    
    (102,870
    )
    
    
    (22,522
    )
    
    
    (7,558
    )Net income (loss) from discontinued
operations
    
    
    
    
    
    
    411
    
    
    
    296
    
    
    
    (4,074
    )
    
    
    919Net loss
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )
    
    $
    (26,596
    )
    
    $
    (6,639
    )NET LOSS PER COMMON SHARE:Basic:Loss from continuing operations
    
    $
    (1.08
    )
    
    $
    (3.07
    )
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )Income (loss) from discontinued
operations
    
    
    
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02Net loss
    
    $
    (1.08
    )
    
    $
    (3.06
    )
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )Weighted average number of common
shares used in basic calculation
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214Diluted:Loss from continuing operations
    
    $
    (1.08
    )
    
    $
    (3.07
    )
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )Income (loss) from discontinued
operations
    
    
    
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02Net loss
    
    $
    (1.08
    )
    
    $
    (3.06
    )
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )Weighted average number of common
shares used in fully diluted
calculation: (2)
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214DECEMBER 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005BALANCE SHEET DATA (1) (3):Current assets
    
    $
    25,756
    
    
    $
    16,880
    
    
    $
    25,813
    
    
    $
    22,721
    
    
    $
    16,053Total assets
    
    
    165,887
    
    
    
    205,284
    
    
    
    339,250
    
    
    
    451,645
    
    
    
    374,481Current liabilities
    
    
    206,769
    
    
    
    191,866
    
    
    
    12,175
    
    
    
    9,311
    
    
    
    12,441Long-term debt and capital leases,
less current portion
    
    
    128
    
    
    
    126
    
    
    
    202,866
    
    
    
    213,923
    
    
    
    78,349Total stockholders (deficit) equity
    
    
    (43,318
    )
    
    
    (126
    )
    
    
    117,614
    
    
    
    219,160
    
    
    
    262,056
 (1)
    
    Acquisitions and dispositions affect comparability among years (see Note 3 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 2009, 2008, 2007,
2006 and 2005, as the effect of outstanding common stock options and warrants was
antidilutive in those years. In 2009, we implemented accounting guidance related to
participating securities. There was no impact to our computation of earnings per share
for any period shown in the table above, as we recorded a net loss in each period
presented.(3)
    
    Impairment of indefinite-lived intangible assets recorded in 2009, 2008,
2007, 2006 and 2005 will affect comparability among years (see Note 8 in Notes to
Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).  - 34 -




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion should be read in conjunction with the financial statements, related notes
and other financial information appearing elsewhere in this report. In addition, see Cautionary
Statement Concerning Forward-Looking Statements and Risk Factors.
 OVERVIEW
 Executive Overview
 
    
    Over the past year, Regent, like many radio, television and newspaper companies, has
experienced declining profitability as a result of the cyclical economic downturn and
secular changes in the industry. Like its competitors, Regent derives substantially all
of its revenue from advertising. The financial crisis, with its particular impact on
consumer driven segments, has had a significant negative impact on advertising.
Significant sources of Regents advertising revenues relate to several beleaguered
consumer driven sectors, such as auto, financial services and entertainment. In addition,
advertising has decreased due to other factors such as the shift in advertising
expenditures to online media.
 
    
    We performed our annual impairment analysis on our indefinite-lived intangible assets
and goodwill during the fourth quarter of 2009. Based primarily on decreases in the long
term market revenue growth rates, 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. Consequently, we recorded a pre-tax impairment charge of $11.8 million for FCC
licenses and approximately $1.0 million for goodwill.
 
    
    As a result of lower long-term interest rates at the end of 2009, we recorded an
unrealized loss of approximately $3.2 million related to the interest rate swap agreements
we had in place on the term loan portions of our credit agreement. In addition, we
recorded a realized loss of approximately $6.1 million in 2009 related to lower short-term
interest rates compared to our fixed interest rates. At December 31, 2009 the value of the
swaps was approximately $7.8 million.
 
    
    In the second half of 2009, we and our advisors, Bank of America, N.A., in its capacity
as Administrative Agent, BMO Capital Markets, General Electric Capital Corporation,
various affiliates of Oaktree Capital Management, L.P., SunTrust Robinson Humphrey and
Wells Fargo Foothill, among others, engaged in ongoing negotiations and analyses
concerning a restructuring of our business. In late February 2010, we and holders of at
least 76.3% of the principal amount of the loans outstanding under the credit agreement
and counter parties to our interest rate swap agreements agreed on detailed terms
regarding the parameters of a global financial restructuring in the form of a Chapter 11
plan of reorganization, which would result in the elimination of approximately $86.7
million in indebtedness in 2010.
  - 35 -




---



##### Table of Contents




    
    On March 1, 2010, the Company and its wholly owned subsidiaries filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code, in the United
States Bankruptcy Court for the District of Delaware. From the period commencing from
March 1, 2010 and through the Effective Date (as defined below), we operated our
businesses and managed our properties as debtors-in-possession, subject to the jurisdiction
of the bankruptcy court and in accordance with the applicable provisions of the Bankruptcy
Code. On March 22, 2010 we filed a First Amended Disclosure Statement and a First Amended
Joint Plan of Reorganization with the bankruptcy court. On April 12, 2010, the Bankruptcy
Court entered an order confirming the Plan as modified by the Courts order. On April 27,
2010 (the Effective Date) we satisfied all of the conditions of the Plan and emerged from
the Chapter 11 Cases. On the Effective Date, the Company issued 100% of its new common
stock, as reorganized under the Plan, to U.S. holders of first lien debt claims under the
old credit agreement and the swap agreements, and warrants to purchase new common stock to
non-U.S. holders of such claims, each on a basis pro rata to the amount of their claims.
 Critical Accounting Policies
   Revenue recognition
 Allowance for Doubtful Accounts
  - 36 -




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##### Table of Contents



Goodwill and Indefinite-Lived Intangible Assets 
 Determining the Recoverability of Long-Lived Assets  .
 Deferred Tax Assets
  - 37 -




---



##### Table of Contents



Derivative Financial Instruments
 RESULTS OF OPERATIONS
   Year ended December 31, 2009 as compared to year ended December 31, 2008
  Net Broadcast Revenues
   - 38 -




---



##### Table of Contents



Net broadcast revenue variance:
 (Decrease)increase in netbroadcast
    
    
    %revenue
    
    
    ChangeLocal revenue
    
    $
    (8,662
    )
    
    
    (10.9
    )%National revenue
    
    
    (2,038
    )
    
    
    (20.6
    )%Political revenue
    
    
    (1,557
    )
    
    
    (81.6
    )%Barter revenue
    
    
    127
    
    
    
    3.6
    %Other
    
    
    (68
    )
    
    
    (4.9
    )%Net broadcast revenue variance
    
    $
    (12,198
    )
    
    
    (12.7
    )%
 Local revenue
 National revenue
 Political revenue
  - 39 -




---



##### Table of Contents



Station Operating Expenses
  Station operating expense variance:
 Decrease(increase) instation operating
    
    
    %expense
    
    
    ChangeTechnical expense
    
    $
    217
    
    
    
    6.4
    %Programming expense
    
    
    694
    
    
    
    4.0
    %Promotion expense
    
    
    687
    
    
    
    32.4
    %Interactive expense
    
    
    (62
    )
    
    
    (4.9
    )%Sales expense
    
    
    1,710
    
    
    
    8.9
    %Administrative expense
    
    
    952
    
    
    
    6.4
    %Barter expense
    
    
    (112
    )
    
    
    (3.2
    %)Station operating expense variance
    
    $
    4,086
    
    
    
    6.7
    %
 Technical expense
 Programming expense
 Promotion expense
 Interactive expense
 Sales expense
 Administrative expense
  - 40 -




---



##### Table of Contents



Depreciation and Amortization
  Corporate General and Administrative Expenses
  Impairment of Indefinite-Lived Intangible Assets and Goodwill
   Gain on Sale of Radio Stations
  Interest Expense
   - 41 -




---



##### Table of Contents



Realized and Unrealized (Loss) Gain on Derivatives
  Impairment of Notes Receivable
  Income Taxes
     - 42 -




---



##### Table of Contents



Discontinued Operations
  2009
    
    
    2008Net broadcast revenue
    
    
    
    
    
    $
    182Station operating expense
    
    
    
    
    
    
    156Depreciation and amortization expense
    
    
    
    
    
    
    Allocated interest expense
    
    
    
    
    
    
    15Gain on sale of radio stations
    
    
    
    
    
    
    (638
    )Gain before income taxes
    
    
    
    
    
    
    649Income tax expense
    
    
    
    
    
    
    (238
    )Net income
    
    
    
    
    
    $
    411
 Year ended December 31, 2008 as compared to year ended December 31, 2007
  Net Broadcast Revenues
   - 43 -




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##### Table of Contents



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
 National revenue
 Political revenue
  - 44 -




---



##### Table of Contents



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
 Promotion expense
 Interactive expense
 Sales expense
  - 45 -




---



##### Table of Contents



Depreciation and Amortization
  Corporate General and Administrative Expenses
  Activist Defense Costs
  Impairment of Indefinite-Lived Intangible Assets and Goodwill
  Gain on Sale of Radio Stations
   - 46 -




---



##### Table of Contents



Interest Expense
  Realized and Unrealized (Loss) Gain on Derivatives
  Impairment of Notes Receivable
  Income Taxes
   - 47 -




---



##### Table of Contents



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
 LIQUIDITY AND CAPITAL RESOURCES
 Executive Overview
   - 48 -




---



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2009 Sources and Uses of Funds
 Sources of Funds
     - 49 -




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- 50 -




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Uses of Funds
      Consolidated EBITDA minus: any cash principal payment on the loans during such period
other than any mandatory prepayment required; any scheduled or other mandatory cash principal
payment on any Capitalized Lease Obligation or other Indebtedness; any Capital Expenditure;
Consolidated Cash Interest Expense; any cash losses from extraordinary items; any cash payment made
during such period to satisfy obligations for United States federal income taxes or other taxes
measured by net income; any increase in Working Capital plus: any provision for United
States federal income taxes or other taxes measured by net income; any decrease in Working Capital.
   - 51 -




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##### Table of Contents



Cash Requirements
  TotalTerm Loan
    
    
    Revolver
    
    
    Paydowns2010
    
    $
    712,500
    
    
    $
    0
    
    
    $
    712,500
  2008 Sources and Uses of Funds
 Sources of Funds
      - 52 -




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##### Table of Contents



- 53 -




---



##### Table of Contents



Uses of Funds
    Off-Balance Sheet Financing Arrangements
   Effect of Recently Issued Accounting Pronouncements
    - 54 -




---



##### Table of Contents



- 55 -




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   - 56 -




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 PageFinancial Statements:Managements Report on Internal Control Over
Financial Reporting
    
    
    58Report of Independent Registered Public Accounting Firm
    
    
    59Consolidated Statements of Operations for the years ended
December 31, 2009, 2008 and 2007
    
    
    60Consolidated Balance Sheets at December 31, 2009 and 2008
    
    
    61Consolidated Statements of Cash Flows for the
years ended December 31, 2009, 2008 and 2007
    
    
    62Consolidated Statements of Changes in Stockholders (Deficit) Equity
for the years ended December 31, 2009, 2008 and 2007
    
    
    63Notes to Consolidated Financial Statements
    
    
    64Financial Statement Schedule:For each of the three years in the period ended December 31, 2009:II  Valuation and Qualifying Accounts
    
    
    97
   - 57 -




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##### 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
   /s/ Steven Price

Steven Price, Chief Executive Officer/s/ Stuart Rosenstein

Stuart Rosenstein, Chief Financial Officer
  - 58 -




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       /s/ Deloitte & Touche LLP

Cincinnati, OhioMay 14, 2010
  - 59 -




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##### Table of Contents



YEAR ENDED DECEMBER 31,2009
    
    
    2008
    
    
    2007Broadcast revenues, net of agency commissions of
$8,339, $10,044 and $10,291 for the years ended
December 31, 2009, 2008 and 2007, respectively
    
    $
    84,141
    
    
    $
    96,340
    
    
    $
    97,912Station operating expenses
    
    
    57,272
    
    
    
    61,358
    
    
    
    63,064Depreciation and amortization
    
    
    3,804
    
    
    
    4,157
    
    
    
    4,982Corporate general and administrative expenses
    
    
    9,085
    
    
    
    6,876
    
    
    
    7,296Activist defense costs
    
    
    
    
    
    
    
    
    
    
    599Impairment of indefinite-lived intangible assets and goodwill
    
    
    44,620
    
    
    
    67,522
    
    
    
    163,600Gain on sale of radio stations
    
    
    
    
    
    
    (507
    )
    
    
    Loss on sale of long-lived assets and other
    
    
    46
    
    
    
    267
    
    
    
    52Operating loss
    
    
    (30,686
    )
    
    
    (43,333
    )
    
    
    (141,681
    )Interest expense
    
    
    (10,283
    )
    
    
    (11,818
    )
    
    
    (16,757
    )Realized and unrealized (loss) gain on derivatives
    
    
    (2,936
    )
    
    
    (8,717
    )
    
    
    (5,155
    )Impairment of note receivable and other, net
    
    
    135
    
    
    
    (1,145
    )
    
    
    162Loss from continuing operations before income taxes
    
    
    (43,770
    )
    
    
    (65,013
    )
    
    
    (163,431
    )Income tax (expense) benefit
    
    
    (212
    )
    
    
    (54,389
    )
    
    
    60,561Loss from continuing operations
    
    
    (43,982
    )
    
    
    (119,402
    )
    
    
    (102,870
    )Discontinued operations:Results from operations of discontinued operations, net
of income taxes
    
    
    
    
    
    
    7
    
    
    
    266Gain on sale of discontinued operations, net of
income taxes
    
    
    
    
    
    
    404
    
    
    
    30Gain on discontinued operations, net of income
taxes
    
    
    
    
    
    
    411
    
    
    
    296NET LOSS
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )BASIC AND DILUTED LOSS PER COMMON SHARE:Loss from continuing operations
    
    $
    (1.08
    )
    
    $
    (3.07
    )
    
    $
    (2.69
    )Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    0.01Net loss
    
    $
    (1.08
    )
    
    $
    (3.06
    )
    
    $
    (2.68
    )Weighted average number of common shares
used in basic and diluted calculation
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308
   - 60 -




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##### Table of Contents



DECEMBER 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    9,888
    
    
    $
    1,094Restricted cash
    
    
    300
    
    
    
    Accounts receivable, net of allowance of $512 and
$527 at December 31, 2009 and 2008, respectively
    
    
    12,794
    
    
    
    13,914Assets held for sale
    
    
    156
    
    
    
    156Other current assets
    
    
    2,618
    
    
    
    1,716Total current assets
    
    
    25,756
    
    
    
    16,880Property and equipment, net
    
    
    29,538
    
    
    
    32,651Intangible assets, net
    
    
    97,729
    
    
    
    135,252Goodwill
    
    
    11,172
    
    
    
    18,392Deferred tax assets
    
    
    
    
    
    
    Other assets
    
    
    1,692
    
    
    
    2,109Total assets
    
    $
    165,887
    
    
    $
    205,284LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt
    
    $
    187,730
    
    
    $
    185,128Accounts payable
    
    
    1,386
    
    
    
    1,329Accrued compensation
    
    
    967
    
    
    
    1,399Other current liabilities
    
    
    16,686
    
    
    
    4,010Total current liabilities
    
    
    206,769
    
    
    
    191,866Long-term debt, less current portion
    
    
    
    
    
    
    Other long-term liabilities
    
    
    2,436
    
    
    
    13,544Total liabilities
    
    
    209,205
    
    
    
    205,410Commitments and Contingencies (Note 14)Stockholders deficit:Common stock, $.01 par value, 100,000,000 shares authorized;
50,082,342 and 49,151,642 shares issued at
December 31, 2009 and 2008, respectively
    
    
    501
    
    
    
    492Treasury stock, 7,774,163 and 9,169,465 shares, at cost at
December 31, 2009 and 2008, respectively
    
    
    (40,780
    )
    
    
    (49,203
    )Additional paid-in capital
    
    
    339,331
    
    
    
    346,973Accumulated deficit
    
    
    (342,370
    )
    
    
    (298,388
    )Total stockholders deficit
    
    
    (43,318
    )
    
    
    (126
    )Total liabilities and stockholders deficit
    
    $
    165,887
    
    
    $
    205,284
   - 61 -




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##### Table of Contents



YEAR ENDED DECEMBER 31,2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )Adjustments to reconcile net loss to net cash provided
by operating activities:Impairment of indefinite-lived intangible assets and goodwill
    
    
    44,620
    
    
    
    67,522
    
    
    
    163,600Depreciation and amortization
    
    
    3,804
    
    
    
    4,157
    
    
    
    5,073Provision for doubtful accounts
    
    
    694
    
    
    
    446
    
    
    
    286Deferred income tax expense (benefit)
    
    
    
    
    
    
    54,326
    
    
    
    (60,590
    )Non-cash interest expense
    
    
    465
    
    
    
    582
    
    
    
    556Non-cash charge for compensation
    
    
    690
    
    
    
    1,155
    
    
    
    1,124Unrealized (gain) loss on derivatives
    
    
    (3,190
    )
    
    
    6,540
    
    
    
    6,150Gain on sale of radio stations, net
    
    
    
    
    
    
    (1,155
    )
    
    
    (49
    )(Gain) loss on sale of long-lived assets
    
    
    (87
    )
    
    
    179
    
    
    
    52Impairment of note receivable and other, net
    
    
    39
    
    
    
    996
    
    
    
    (105
    )Changes in operating assets and liabilities, net of acquisitions and
dispositions:Accounts receivable
    
    
    448
    
    
    
    1,380
    
    
    
    458Other assets
    
    
    (1,001
    )
    
    
    21
    
    
    
    (309
    )Current and long-term liabilities
    
    
    4,512
    
    
    
    (1,772
    )
    
    
    (60
    )Net cash provided by operating activities
    
    
    7,012
    
    
    
    15,386
    
    
    
    13,612Cash flows from investing activities:Acquisitions of radio stations, acquisition-related costs, and escrow
deposits on pending acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (4,630
    )Capital expenditures
    
    
    (645
    )
    
    
    (2,375
    )
    
    
    (3,064
    )Proceeds from the sale of radio stations
    
    
    
    
    
    
    7,888
    
    
    
    Investment in restricted cash
    
    
    (300
    )
    
    
    
    
    
    
    Proceeds from sale of long-lived assets and other
    
    
    245
    
    
    
    136
    
    
    
    67Net cash (used in) provided by investing activities
    
    
    (700
    )
    
    
    5,649
    
    
    
    (7,627
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    10
    
    
    
    71
    
    
    
    165Proceeds from borrowings of long-term debt
    
    
    13,500
    
    
    
    10,000
    
    
    
    5,500Principal payments on long-term debt
    
    
    (10,898
    )
    
    
    (31,222
    )
    
    
    (14,150
    )Payment of financing costs
    
    
    
    
    
    
    
    
    
    
    (175
    )Treasury stock purchases
    
    
    (16
    )
    
    
    (68
    )
    
    
    (84
    )Repayment of capital lease obligations
    
    
    (114
    )
    
    
    (113
    )
    
    
    (100
    )Net cash provided by (used in) financing activities
    
    
    2,482
    
    
    
    (21,332
    )
    
    
    (8,844
    )Net increase (decrease) in cash and cash equivalents
    
    
    8,794
    
    
    
    (297
    )
    
    
    (2,859
    )Cash and cash equivalents at beginning of year
    
    
    1,094
    
    
    
    1,391
    
    
    
    4,250Cash and cash equivalents at end of year
    
    $
    9,888
    
    
    $
    1,094
    
    
    $
    1,391Supplemental schedule of non-cash investing and financing activities:Capital lease obligations for property and equipment
    
    $
    129
    
    
    $
    61
    
    
    $
    221Accrued capital expenditures
    
    $
    0
    
    
    $
    37
    
    
    $
    108Supplemental data:Cash paid for interest
    
    $
    6,892
    
    
    $
    11,542
    
    
    $
    16,646Cash paid for income taxes
    
    $
    238
    
    
    $
    124
    
    
    $
    184
   - 62 -




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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, 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
    )Issuance of 930,700 nonvested shares, net of forfeitures
    
    
    9
    
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of nonvested shares
    
    
    
    
    
    
    
    
    
    
    667
    
    
    
    
    
    
    
    
    
    
    
    667Issuance of 1,361,013 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    7,739
    
    
    
    (7,610
    )
    
    
    
    
    
    
    
    
    
    
    129Issuance of 126,213 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    700
    
    
    
    (690
    )
    
    
    
    
    
    
    
    
    
    
    10Purchase of 91,924 shares of treasury stock
    
    
    
    
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,982
    )
    
    
    
    
    
    
    (43,982
    )Balance, December 31, 2009
    
    $
    501
    
    
    $
    (40,780
    )
    
    $
    339,331
    
    
    $
    (342,370
    )
    
    $
    
    
    
    $
    (43,318
    )
   - 63 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    SUBSEQUENT EVENT  CHAPTER 11 REORGANIZATION
        - 64 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       - 65 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
 a.
    
    CONSOLIDATION:
  b.
    
    DESCRIPTION OF BUSINESS:
  c.
    
    USE OF ESTIMATES:
  d.
    
    CASH AND CASH EQUIVALENTS:
  e.
    
    PROPERTY AND EQUIPMENT:
   - 66 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 f.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS:
    g.
    
    IMPAIRMENT OF LONG-LIVED ASSETS:
   - 67 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 h.
    
    DEFERRED FINANCING COSTS:
  i.
    
    CONCENTRATIONS OF CREDIT RISK:
  j.
    
    REVENUE RECOGNITION:
 Broadcast Revenue
  Barter Transactions
  Time Brokerage Agreements
   - 68 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 k.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS:
 Short-Term Instruments
  Investments in Debt Securities
  Investments in Equity Securities
  Long-Term Debt
  Interest Rate Swaps
   - 69 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 l.
    
    INCOME TAXES:
  m.
    
    ADVERTISING AND PROMOTION COSTS:
  n.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:
  o.
    
    VARIABLE INTEREST ENTITIES:
  p.
    
    STOCK-BASED COMPENSATION PLANS:
   - 70 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 q.
    
    DISCONTINUED OPERATIONS:Disposal of Markets
   2008
    
    
    2007Net revenue
    
    $
    182
    
    
    $
    2,410Depreciation and amortization
    
    
    
    
    
    
    91Allocated interest expense
    
    
    15
    
    
    
    145Gain before income taxes
    
    
    649
    
    
    
    484
   - 71 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Assets held for sale
  December 31, 2009
    
    
    December 31, 2008Land and improvements
    
    $
    39
    
    
    $
    39Building and improvements
    
    
    137
    
    
    
    137Equipment
    
    
    
    
    
    
    FCC licenses
    
    
    
    
    
    
    Goodwill
    
    
    
    
    
    
    176
    
    
    
    176Accumulated depreciation
    
    
    (20
    )
    
    
    (20
    )$
    156
    
    
    $
    156
 r.
    
    BUSINESS SEGMENTS:
  s.
    
    ASSET RETIREMENT OBLIGATIONS:
  t.
    
    INTERNAL USE SOFTWARE:
  3.
    
    ACQUISITIONS AND DISPOSITIONS
  2008 Dispositions
   - 72 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2007 Acquisitions
  4.
    
    LONG-TERM DEBT
  2009
    
    
    2008Senior secured Term A Loan
    
    $
    41,386
    
    
    $
    46,013Senior secured Term B Loan
    
    
    105,844
    
    
    
    109,165Senior secured revolving credit facility
    
    
    40,500
    
    
    
    29,950187,730
    
    
    
    185,128Less: current portion of long-term debt
    
    
    (187,730
    )
    
    
    (185,128
    )$
    
    
    
    $
    
 New Credit
Agreement Previous Credit
Agreement
  - 73 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Previous Credit Agreement
      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
    %
  - 74 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      - 75 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  New Credit Agreement
       - 76 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  5.
    
    CAPITAL STOCK
        - 77 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   6.
    
    STOCK-BASED COMPENSATION PLANS
 Share-based Plans
 1998 Management Stock Option Plan
  2001 Directors Stock Option Plan
  2005 Incentive Compensation Plan
   - 78 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2006 Directors Equity Compensation Plan
  Employee Stock Purchase Plan
  Stock Compensation
   - 79 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  WEIGHTEDAVERAGESHARES
    
    
    EXERCISE PRICECompany 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
    
    
    $
    6.31Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (353,678
    )
    
    $
    5.38Company options held by employees and Directors:At December 31, 2009
    
    
    2,224,373
    
    
    $
    6.46
  OPTIONS OUTSTANDING
    
    
    OPTIONS EXERCISABLEWEIGHTEDAVERAGE
    
    
    WEIGHTED
    
    
    
    
    
    
    WEIGHTEDREMAINING
    
    
    AVERAGE
    
    
    
    
    
    
    AVERAGEEXERCISE
    
    
    
    
    
    CONTRACTUAL
    
    
    EXERCISE
    
    
    
    
    
    
    EXERCISEPRICE
    
    SHARES
    
    
    LIFE (YEARS)
    
    
    PRICE
    
    
    SHARES
    
    
    PRICE$5.90  $7.83
    
    
    1,331,623
    
    
    
    2.4
    
    
    $
    7.04
    
    
    
    1,331,623
    
    
    $
    7.04$5.01  $5.89
    
    
    892,750
    
    
    
    4.1
    
    
    $
    5.58
    
    
    
    892,750
    
    
    $
    5.582,224,373
    
    
    
    
    
    
    
    
    
    
    
    2,224,373
    - 80 -




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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, 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
    
    
    $
    2.15Granted
    
    
    946,600
    
    
    $
    0.09Vested
    
    
    (265,700
    )
    
    $
    2.45Forfeited/expired
    
    
    (15,900
    )
    
    $
    0.48Company nonvested shares held by employees and Directors:At December 31, 2009
    
    
    1,507,875
    
    
    $
    0.83
  - 81 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7.
    
    EARNINGS PER SHARE
   - 82 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Numerator:Loss from continuing operations
    
    $
    (43,982
    )
    
    $
    (119,402
    )
    
    $
    (102,870
    )Gain on discontinued operations,
net of taxes
    
    
    
    
    
    
    411
    
    
    
    296Net loss
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )Less: dividends declared
    
    
    
    
    
    
    
    
    
    
    Undistributed earnings
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )Percentage allocated to common
shares (1)
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Undistributed earnings 
common shares
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )Add: dividends declared 
common shares
    
    
    
    
    
    
    
    
    
    
    Numerator for basic and diluted
loss per share
    
    $
    (43,982
    )
    
    $
    (118,991
    )
    
    $
    (102,574
    )Denominator:Weighted-average basic common
shares
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308Dilutive effect of stock options
and warrants
    
    
    
    
    
    
    
    
    
    
    Weighted-average diluted
common shares
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308Net basic and diluted loss per common share:Net loss from
continuing operations
    
    $
    (1.08
    )
    
    $
    (3.07
    )
    
    $
    (2.69
    )Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    0.01Net loss
    
    $
    (1.08
    )
    
    $
    (3.06
    )
    
    $
    (2.68
    )(1) Weighted-average common
shares outstanding:
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308Weighted-average nonvested
shares (participating securities)
    
    
    
    (2)
    
    
    
    (2)
    
    
    
    (2)Total
    
    
    40,588
    
    
    
    38,872
    
    
    
    38,308Percentage allocated to common
shares
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 (2)
    
    As the Company was in a net loss position for the indicated period, nonvested shares
are not included in the allocation of loss for the numerator in the calculation of earnings per
share.  - 83 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS
   - 84 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Definite-lived Intangible Assets
  December 31, 2009
    
    
    December 31, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationNon-compete agreements
    
    $
    
    
    
    $
    
    
    
    $
    219
    
    
    $
    171Sports rights, employment
agreements, favorable
leasehold interests and
advertiser lists and
relationships
    
    
    17
    
    
    
    3
    
    
    
    779
    
    
    
    690Total
    
    $
    17
    
    
    $
    3
    
    
    $
    998
    
    
    $
    861
  Indefinite-lived Intangible Assets
  FCC LicensesBalance as of December 31, 2007
    
    $
    201,685Miscellaneous adjustments
    
    
    20Impairment of FCC licenses
    
    
    (66,600
    )Balance as of December 31, 2008
    
    
    135,105Impairment of FCC licenses
    
    
    (37,400
    )Balance as of December 31, 2009
    
    $
    97,705
   Goodwill
  GoodwillBalance as of December 31, 2007
    
    $
    19,272Impairment of goodwill
    
    
    (922
    )Acquisition-related adjustment
    
    
    42Balance as of December 31, 2008
    
    
    18,392Impairment of goodwill
    
    
    (7,220
    )Balance as of December 31, 2009
    
    $
    11,172
  - 85 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2009
    
    
    2008(in thousands)Balance as of January 1:Goodwill
    
    $
    57,036
    
    
    $
    57,036Accumulated asset impairment and disposal charges
    
    
    (38,644
    )
    
    
    (37,597
    )Goodwill net of impairment at January 1
    
    
    18,392
    
    
    
    19,439Asset impairment and disposal charges
    
    
    (7,220
    )
    
    
    (1,047
    )Balance as of December 31:Goodwill
    
    
    57,036
    
    
    
    57,036Accumulated asset impairment and disposal charges
    
    
    (45,864
    )
    
    
    (38,644
    )Goodwill net of impairment at December 31
    
    $
    11,172
    
    
    $
    18,392
  9.
    
    INCOME TAXES
  2009
    
    
    2008
    
    
    2007Current federal
    
    $
    
    
    
    $
    
    
    
    $
    49Current state
    
    
    212
    
    
    
    301
    
    
    
    168Total current
    
    
    212
    
    
    
    301
    
    
    
    217Deferred federal
    
    
    (13,704
    )
    
    
    (20,913
    )
    
    
    (54,165
    )Deferred state
    
    
    (1,882
    )
    
    
    (2,992
    )
    
    
    (6,400
    )Total deferred
    
    
    (15,586
    )
    
    
    (23,905
    )
    
    
    (60,565
    )Valuation allowance
    
    
    15,586
    
    
    
    77,993
    
    
    
    (213
    )Net income tax
expense (benefit)
    
    $
    212
    
    
    $
    54,389
    
    
    $
    (60,561
    )
  - 86 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2009
    
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    43,637
    
    
    $
    33,609Miscellaneous accruals and credits
    
    
    1,031
    
    
    
    827Derivative financial instruments
    
    
    2,999
    
    
    
    4,236Intangible and long-lived assets
    
    
    50,443
    
    
    
    43,416Accounts receivable reserve
    
    
    197
    
    
    
    203Total deferred tax assets
    
    
    98,307
    
    
    
    82,291Valuation allowance
    
    
    (96,486
    )
    
    
    (80,899
    )Net deferred tax assets
    
    
    1,821
    
    
    
    1,392Deferred tax liabilities:Property and equipment
    
    
    (1,821
    )
    
    
    (1,392
    )Total deferred tax liabilities
    
    
    (1,821
    )
    
    
    (1,392
    )Net deferred tax assets
    
    $
    
    
    
    $
    
    - 87 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2009
    
    
    2008
    
    
    2007Federal tax expense at statutory rate
    
    
    (34.0
    )%
    
    
    (34.0
    )%
    
    
    (34.0
    )%Other non-deductible expenses
    
    
    1.7
    
    
    
    0.3
    
    
    
    0.8Increase (decrease) in valuation allowance
    
    
    35.6
    
    
    
    120.0
    
    
    
    (0.1
    )Expiration of net operating losses
    
    
    1.1
    
    
    
    1.8
    
    
    
    0.2State tax, net of federal tax benefit
    
    
    (4.0
    )
    
    
    (4.4
    )
    
    
    (3.9
    )Other
    
    
    0.1
    
    
    
    0.0
    
    
    
    (0.1
    )Effective tax rate
    
    
    0.5
    %
    
    
    83.7
    %
    
    
    (37.1
    )%
   2009
    
    
    2008Gross unrecognized tax benefits  Beginning of year
    
    $
    430,701
    
    
    $
    388,077Decrease based on tax positions settled
    
    
    (42,624
    )
    
    
    Increase based on tax positions related to current year
    
    
    
    
    
    
    42,624Gross unrecognized tax benefits  End of year
    
    $
    388,077
    
    
    $
    430,701
    - 88 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 10.
    
    DERIVATIVE FINANCIAL INSTRUMENTS
   11.
    
    SAVINGS PLANS
 Regent Communications, Inc. 401(k) Profit Sharing Plan
  Regent Communications, Inc. Deferred Compensation Plan
   - 89 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 12.
    
    OTHER FINANCIAL INFORMATION
 Property and Equipment:
  2009
    
    
    2008Equipment
    
    $
    40,978
    
    
    $
    40,743Furniture and fixtures
    
    
    2,651
    
    
    
    2,696Building and improvements
    
    
    14,208
    
    
    
    14,210Land and improvements
    
    
    4,140
    
    
    
    4,14061,977
    
    
    
    61,789Less accumulated depreciation
    
    
    (32,439
    )
    
    
    (29,138
    )Net property and equipment
    
    $
    29,538
    
    
    $
    32,651
  Other Current Liabilities:
  2009
    
    
    2008Accrued interest
    
    $
    2,967
    
    
    $
    50Accrued professional fees
    
    
    640
    
    
    
    137Deferred revenue
    
    
    870
    
    
    
    511Accrued medical and dental costs
    
    
    653
    
    
    
    732Accrued state, local, franchise
and property taxes
    
    
    246
    
    
    
    373Deferred compensation plan obligation
    
    
    805
    
    
    
    558Accrued national representation fees
    
    
    228
    
    
    
    318Derivative mark-to-market and interest payable
    
    
    9,146
    
    
    
    Accrued other
    
    
    1,131
    
    
    
    1,331$
    16,686
    
    
    $
    4,010
  - 90 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 13.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS
  Quoted Market
    
    
    SignificantPrices for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableFinancial and Non-Financial Asset
    
    December 31,
    
    
    Assets -
    
    
    Inputs -
    
    
    Inputs -(Liability)
    
    2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Recurring Valuations:Assets:Marketable securities
    
    $
    826
    
    
    $
    826Liabilities:Derivative interest rate swap
agreements
    
    $
    (7,890
    )
    
    
    
    
    
    $
    (7,890
    )Non-recurring Valuations:Assets:Goodwill
    
    $
    1,020
    
    
    
    
    
    
    
    
    
    
    $
    1,020FCC Licenses
    
    $
    71,700
    
    
    
    
    
    
    
    
    
    
    $
    71,700
  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
    )
   - 91 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 14.
    
    COMMITMENTS AND CONTINGENCIES
     Operating
    
    
    CapitalLeases
    
    
    Leases2010
    
    $
    1,549
    
    
    $
    1122011
    
    
    1,269
    
    
    
    832012
    
    
    1,203
    
    
    
    362013
    
    
    1,122
    
    
    
    112014
    
    
    1,067
    
    
    
    3Thereafter
    
    
    3,269
    
    
    
    2Total minimum payments
    
    $
    9,479
    
    
    
    247Amount representing interest
    
    
    
    
    
    
    18Present value of net minimum lease payments
    
    
    
    
    
    $
    229
  - 92 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  15.
    
    QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
  1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarterended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    TotalMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 31
    
    
    Year2009Net broadcast revenues
    
    $
    18,263
    
    
    $
    22,766
    
    
    $
    21,811
    
    
    $
    21,301
    
    
    $
    84,141Operating (loss) income
    
    
    (30,355
    )
    
    
    5,026
    
    
    
    3,648
    
    
    
    (9,005
    )
    
    
    (30,686
    )(Loss) income from continuing
operations
    
    
    (32,507
    )
    
    
    3,171
    
    
    
    (442
    )
    
    
    (14,204
    )
    
    
    (43,982
    )NET (LOSS) INCOME:
    
    $
    (32,507
    )
    
    
    3,171
    
    
    
    (442
    )
    
    
    (14,204
    )
    
    
    (43,982
    )BASIC AND DILUTED NET
(LOSS) INCOME PER COMMON
SHARE(1)(2):Net (loss) income per
common share
    
    $
    (0.81
    )
    
    $
    0.08
    
    
    $
    (0.01
    )
    
    $
    (0.35
    )
    
    $
    (1.08
    )2008Net 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
    )
 (1)
    
    The sum of the quarterly net (loss) income 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 2009 and 2008, net income
per common share was the same for both the basic and diluted calculation.  - 93 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 16.
    
    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
      - 94 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     - 95 -




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    - 96 -




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##### Table of Contents



ADDITIONSBALANCE
    
    
    CHARGED
    
    
    CHARGED
    
    
    
    
    
    
    
    BALANCEAT
    
    
    TO
    
    
    TO
    
    
    
    
    
    
    ATBEGINNING
    
    
    COSTS AND
    
    
    OTHER
    
    
    
    
    
    
    THE ENDOF PERIOD
    
    
    EXPENSES
    
    
    ACCOUNTS
    
    
    DEDUCTIONS(1)
    
    
    OF PERIODAllowance for doubtful
accounts:Years ended December 31,2009
    
    $
    527
    
    
    
    694
    
    
    
    
    
    
    
    709
    
    
    $
    5122008
    
    $
    651
    
    
    
    446
    
    
    
    
    
    
    
    570
    
    
    $
    5272007
    
    $
    898
    
    
    
    286
    
    
    
    
    
    
    
    533
    
    
    $
    651Deferred tax asset valuation
allowance:Years ended December 31,2009
    
    $
    80,899
    
    
    
    16,081
    (2)
    
    
    
    
    
    
    495
    (3)
    
    $
    96,4852008
    
    $
    2,906
    
    
    
    79,127
    (4)
    
    
    
    
    
    
    1,134
    (5)
    
    $
    80,8992007
    
    $
    3,119
    
    
    
    64
    (6)
    
    
    
    
    
    
    277
    (7)
    
    $
    2,906
 (1)
    
    Represents accounts written off to the reserve.(2)
    
    Represents a valuation allowance recorded for change in net deferred tax assets,
principally related to the impairment of indefinite-lived intangible assets.(3)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2009.(4)
    
    Represents a valuation allowance recorded for net deferred tax assets.(5)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2008.(6)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2007 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 2007. 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM
9A(T). CONTROLS AND PROCEDURES.
 Disclosure Controls and Procedures
   - 97 -




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##### Table of Contents



Internal Control Over Financial Reporting
  Managements Annual Report on Internal Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION.
   - 98 -




---



##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Size of the Board of Directors
  Procedures for Nomination of Director Candidates
     - 99 -




---



##### Table of Contents




 
    
    Regents Board of Directors accepted the recommendations of the Nominating and
Corporate Committee to reduce the size of the Board to six directors and continuing
thereafter until such time as the Board may take further action to either increase or
decrease the size of the Board;
 
    
    The Board accepted the recommendations of the Nominating and Corporate Governance
Committee that all of Regents incumbent directors, other than Mr. Sutter, be nominated
for re-election to Regents Board of Directors at the 2009 Annual Meeting, and that John
H. Wyant be appointed Chairman of the Board effective immediately;
 
    
    Riley will not nominate any person for election to Regents Board in connection with
Regents 2009 Annual Meeting of Stockholders, will not call for any special meeting of
Regents stockholders, and will not nominate any person for election to Regents Board at
any special or annual meeting of Regents stockholders or form or join a group or act in
concert with any person or entity to change the composition of Regents Board through
December 31, 2009;
 
    
    Unless approved by a majority of Regents Board, including the approval of either Mr.
Ahn or Mr. DeLorenzo, Regents bylaws will not be amended with respect to calling a
special meeting of stockholders until at least two months after no designees of Riley
serve on Regents Board; and
 
    
    Except as otherwise specifically provided in the agreement, unless Regents Board fails
to take the actions specified above, all covenants and restrictions set forth in the
agreement will lapse and be of no further effect as of 11:59 p.m. on December 31, 2009.
  Considerations in Evaluating Candidates for Directors
   - 100 -




---



##### Table of Contents



Information Regarding Directors
  JOHN J. AHN
  JOHN F. DELORENZO
  ANDREW L. LEWIS, IV
  TIMOTHY M. MOONEY
   - 101 -




---



##### Table of Contents



WILLIAM L. STAKELIN
  JOHN H. WYANT
   STEPHEN KAPLAN
   - 102 -




---



##### Table of Contents



B. JAMES FORD
  ANDREW SALTER
  DAVID QUICK
  STEVEN PRICE
     - 103 -




---



##### Table of Contents



Director Compensation
   Transactions with Directors
  Meetings of the Board of Directors and Attendance
     - 104 -




---



##### Table of Contents



Determination of Independence
  Committees of the Board of Directors
  Audit Committee
  www.regentcomm.com
 Compensation Committee www.regentcomm.com
 Nominating and Corporate Governance Committee www.regentcomm.com
  - 105 -




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##### Table of Contents



Risk Oversight
   
    
    Our Audit Committee oversees financial risk exposures, including monitoring the
integrity of the financial statements, internal controls over financial reporting, and the
independence of the independent auditor of the Company. The Audit Committee also assists
the Board of Directors in fulfilling its oversight responsibility with respect to
compliance with legal and regulatory matters related to the Companys financial statements
and meets quarterly with our financial management, independent auditors and legal advisors
for updates on risks related to our financial reporting function. The Audit Committee
also monitors our whistleblower hot line with respect to financial reporting matters. Our
Audit Committee oversees financial, credit and liquidity risk by working with our treasury
function to evaluate elements of financial and credit risk and advise on our financial
strategy, capital structure and long-term liquidity needs, and the implementation of risk
mitigating strategies. Our chief financial officer and treasurer meet periodically with
our Audit Committee to discuss and advise on elements of risks related to our credit risk
and function. Our Audit Committee oversees risk by working with management to adopt codes
of conduct and business ethics designed to encourage the highest standards of business
ethics Our employees receive regular, annual guidance from senior management on our Code
of Conduct, and we believe that adherence to our Code of Conduct has been exemplary.
 
    
    Our Nominating and Governance committee oversees governance related risks by working
with management to establish corporate governance guidelines applicable to the Company,
including recommendations regarding director nominees, the determination of director
independence, Board leadership structure and membership on Board Committees.
 
    
    Our Compensation Committee oversees risk management by participating in the creation of
compensation structures that create incentives that encourage a level of risk-taking
behavior consistent with the Companys business strategy. While in the past we have
included equity grants as a means to incentive management over the long term, most
compensation paid to management consists of salary and annual cash bonuses, and we do not
view equity grants as creating any material risk to the Companys continued operating
performance or financial condition.
  - 106 -




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Compensation Committee Interlocks and Insider Participation
    Communications with Directors
   - 107 -




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##### Table of Contents



Code of Business Conduct and Ethics
 www.regentcomm.com
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionWilliam L. Stakelin
    
    
    67
    
    
    President and Chief Executive OfficerAnthony A. Vasconcellos
    
    
    45
    
    
    Executive Vice President
and Chief Financial Officer
  Anthony A. Vasconcellos
  Name
    
    Age
    
    PositionSteven Price
    
    
    48
    
    
    Chairman, President
and Chief Executive OfficerStuart Rosenstein
    
    
    49
    
    
    Executive Vice President
and Chief Financial Officer
 Stuart Rosenstein
  - 108 -




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
  2009 Summary Compensation Table
 Change inPension ValueandName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Nonqualifiedand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards(2)
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation(1)
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)William L. Stakelin,

President and Chief Executive
    
    
    2009
    
    
    $
    366,057
    
    
    $
    146,423
    
    
    $
    18,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    20,567
    
    
    $
    551,047Officer
    
    
    2008
    
    
    $
    366,057
    
    
    $
    52,712
    
    
    $
    213,000
    
    
    $
    0
    
    
    $
    105,424
    
    
    $
    0
    
    
    $
    25,033
    
    
    $
    762,226Anthony A. Vasconcellos,

Executive Vice President and Chief Financial
    
    
    2009
    
    
    $
    277,172
    
    
    $
    110,869
    
    
    $
    15,750
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    14,428
    
    
    $
    418,219Officer
    
    
    2008
    
    
    $
    277,172
    
    
    $
    39,913
    
    
    $
    142,000
    
    
    $
    0
    
    
    $
    79,826
    
    
    $
    0
    
    
    $
    19,224
    
    
    $
    558,135
 (1)
    
    All Other Compensation consists of auto allowances and insurance, employer match
under the Companys 401(k) Profit Sharing and Deferred Compensation Plans, and employer-paid
premiums for medical, dental and short-term disability insurance.(2)
    
    Amounts shown represent the aggregate grant date fair value of stock awards granted
to the Named Executives in 2008 and 2009, calculated in accordance with FASB ASC Topic 718. The
value of each share subject to stock awards was based upon the closing price of the Companys
common stock on the OTC Bulletin Board or Nasdaq Global Market (or its predecessor, the Nasdaq
National Market) on the date of grant. For Mr. Stakelin, the amounts include a January 4, 2008
grant of 150,000 shares at a grant date fair value of $1.42 per share; and a January 2, 2009 grant
of 200,000 shares at a grant date fair value of $0.09 per share. For Mr. Vasconcellos, the amounts
include a January 4, 2008 grant of 100,000 shares at a grant date fair value of $1.42 per share; and a
January 2, 2009 grant of 175,000 shares at a grant date fair value of $0.09 per share.  - 109 -




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##### Table of Contents



Narrative Disclosure to 2009 Summary Compensation Table
 
 2009 Outstanding Equity Awards at Fiscal Year End
   - 110 -




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##### Table of Contents



Option Awards

    
    
    Stock AwardsEquityIncentivePlanEquity
    
    
    Awards:Incentive
    
    
    MarketPlan
    
    
    or PayoutEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    Value ofIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    UnearnedPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    
    Unearned
    
    
    Shares,Awards:
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Shares or
    
    
    Shares,
    
    
    Units orNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Units of
    
    
    Unit or
    
    
    OtherSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Stock
    
    
    Other
    
    
    RightsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Stock That
    
    
    That
    
    
    Rights
    
    
    ThatUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    That Have
    
    
    Have NotOptions #
    
    
    Options #
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Not Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)William L. Stakelin100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    7.76
    
    
    
    5/17/2011100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.93
    
    
    
    1/4/2012100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.86
    
    
    
    1/3/2013100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.46
    
    
    
    1/2/2014125,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.33
    
    
    
    1/7/201518,750
    (1)
    
    
    4,875
    (2)37,500
    (3)
    
    
    9,750
    (2)112,500
    (4)
    
    
    29,250
    (2)200,000
    (5)
    
    
    52,000
    (2)Anthony A. Vasconcellos100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    7.76
    
    
    
    5/17/201175,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.93
    
    
    
    1/4/201275,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.86
    
    
    
    1/3/201375,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.46
    
    
    
    1/2/201475,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.33
    
    
    
    1/7/201512,500
    (6)
    
    
    3,250
    (2)25,000
    (7)
    
    
    6,500
    (2)75,000
    (8)
    
    
    19,500
    (2)175,000
    (9)
    
    
    45,500
    (2)
 (1)
    
    On January 3, 2006, the above Named Executive was awarded 75,000 nonvested
shares, of which, 18,750 shares vested on January 3, 2007, 18,750 vested on January 3, 2008,
and 18,750 vested on January 3, 2009. The remaining 18,750 nonvested shares would have vested
on January 3, 2010.(2)
    
    The value of nonvested shares awarded to the above Named Executive was
calculated using a price of $0.26, the closing price of a share of Regent Communications, Inc.
common stock on the last business day of the 2009 calendar year.(3)
    
    On January 3, 2007, the above Named Executive was awarded 75,000 nonvested
shares, of which, 18,750 shares vested on January 3, 2008 and 18,750 vested on January 3, 2009.
The remaining nonvested shares would have vested in two equal annual installments of 18,750
shares through 2011.  - 111 -




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##### Table of Contents



(4)
    
    On January 4, 2008, the Named Executive was awarded 150,000 nonvested shares, of
which, 37,500 shares vested on January 4, 2009. The remaining nonvested shares would have
vested in three equal annual installments of 37,500 shares through 2012.(5)
    
    The nonvested shares awarded to the above Named Executive on January 2, 2009,
would have vested in four equal annual installments of 50,000 shares through 2013.(6)
    
    On January 3, 2006, the above Named Executive was awarded 50,000 nonvested
shares, of which, 12,500 shares vested on January 3, 2007, 12,500 shares vested January 3,
2008, and 12,500 shares vested January 3, 2009. The remaining 12,500 nonvested shares would
have vested on January 3, 2010.(7)
    
    On January 3, 2007, the above Named Executive was awarded 50,000 nonvested
shares, of which, 12,500 shares vested on January 3, 2008 and 12,500 shares vested on January
3, 2009. The remaining nonvested shares would have vested in two equal annual installments of
12,500 shares through 2011.(8)
    
    On January 4, 2008, the Named Executive was awarded 100,000 nonvested shares, of
which, 25,000 shares vested on January 4, 2009. The remaining nonvested shares would have
vested in three equal annual installments of 25,000 shares through 2012.(9)
    
    The nonvested shares awarded to the above Named Executive on January 4, 2008,
would have vested in four equal annual installments of 43,750 shares through 2013. COMPENSATION OF NON-EMPLOYEE DIRECTORS
 Compensation of Directors
  
    
    A $1,000 monthly retainer;
 
    
    A Board Committee meeting fee of $2,000 for each on-site Board Committee meeting
attended ($1,000 for attendance by telephone);
 
    
    A Board Committee meeting fee of $1,000 for each telephonic Board Committee meeting
attended;
 
    
    The Chairman of the Board and Chair of each Board Committee receives the following
fees:
 
    
    Chairman of the Board  annual fee of $15,000
 
    
    Audit Committee Chair  annual fee of $10,000
 
    
    Nominating and Corporate Governance Committee Chair  annual fee of $5,000
 
    
    Compensation Committee Chair  annual fee of $5,000
   - 112 -




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##### Table of Contents



Change inPension ValueandNon-equity
    
    
    NonqualifiedFees Earned or
    
    
    Stock
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherPaid in Cash
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    

($) (1)
    
    
    ($)
    
    

($)
    
    
    ($)
    
    
    ($)John J. Ahn
    
    $
    24,000
    
    
    $
    1,400
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    25,400John F. DeLorenzo
    
    $
    29,000
    
    
    $
    1,400
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    30,400Andrew L. Lewis, IV
    
    $
    32,944
    
    
    $
    1,400
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    34,344Timothy M. Mooney
    
    $
    43,000
    
    
    $
    1,400
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    44,400William P. Sutter, Jr. (2)
    
    $
    19,771
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    19,771John H. Wyant
    
    $
    40,833
    
    
    $
    1,400
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    42,233
 (1)
    
    Amounts shown represent the aggregate grant date fair value of stock awards granted
to the Director in 2009, calculated in accordance with FASB ASC Topic 718. The value of each share
subject to stock awards was based upon the closing price of the Companys common stock on the
Nasdaq Global Market (or its predecessor, the Nasdaq National Market) on the date of grant.(2)
    
    Effective March 17, 2009, Mr. Sutter resigned from the Board of Directors and from
the Boards Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee. Mr. Sutter also resigned as Chairman of the Board and as Chairman of the Nominating and
Corporate Governance Committee. Effective upon his resignation, the Board of Directors approved the
payment to Mr. Sutter of all director fees earned through the date of his resignation, the
additional sum of $8,000 (which represents the director, Board Chairman and Nominating and
Corporate Governance Committee Chairman retainer fees as would have been payable to him if he had
remained on the Board through the date of the 2009 Annual Meeting) and the acceleration of vesting
for 16,250 shares of nonvested common stock that were previously granted to Mr. Sutter as part of
his compensation for serving on the Board of Directors.  Potential Payments Upon Termination or Change in Control
    - 113 -




---



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- 114 -




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##### Table of Contents



- 115 -




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Executive Benefits and
    
    
    
    
    
    
    
    
    
    InvoluntaryPayments Upon
    
    Voluntary
    
    
    For Cause
    
    
    Not for Cause
    
    
    
    
    
    
    
    
    
    
    Change inTermination
    
    Termination
    
    
    Termination
    
    
    Termination(1)
    
    
    Disability
    
    
    Death
    
    
    ControlBase salary (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    732,114
    
    
    $
    366,057
    
    
    $
    0
    
    
    $
    732,114Senior Management Bonus
Plan
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    292,845Life and disability
insurance, medical,
dental and
hospitalizations
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Nonvested stock, unvested
and accelerated
(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    95,875
    
    
    $
    95,875
    
    
    $
    95,875
    
    
    $
    95,875Total
    
    $
    0
    
    
    $
    0
    
    
    $
    827,989
    
    
    $
    461,932
    
    
    $
    95,875
    
    
    $
    1,120,834
  (1)
    
    Assumes the named Executives benefit under an involuntary not for cause termination
is equal to the remaining amount of base salary through December 31, 2011, the expiration of the
Named Executives employment agreement, and the full vesting of any nonvested shares of Regent
common stock assuming a price of $0.26, based upon the price of a share of the Companys common
stock on the last business day in 2009.(2)
    
    For analysis purposes, the named Executives base salary was equal to the salary in
place for the 2009 fiscal year.(3)
    
    Under the terms of the Regent Communications, Inc. 2005 Incentive Compensation Plan,
any unvested shares of nonvested stock will automatically accelerate to 100% vested in the
instances of an employees death, permanent disability, or a change in control of the Company.  Executive Benefits and
    
    
    
    
    
    
    
    
    
    InvoluntaryPayments Upon
    
    Voluntary
    
    
    For Cause
    
    
    Not for Cause
    
    
    
    
    
    
    
    
    
    
    Change inTermination
    
    Termination
    
    
    Termination
    
    
    Termination(1)
    
    
    Disability
    
    
    Death
    
    
    ControlBase salary (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    554,344
    
    
    $
    277,172
    
    
    $
    0
    
    
    $
    554,344Senior Management Bonus Plan
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    221,737Life and disability insurance,
medical, dental and
hospitalization(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    16,144
    
    
    $
    16,144
    
    
    $
    0
    
    
    $
    16,144Nonvested stock, unvested and
accelerated (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    68,250
    
    
    $
    68,250
    
    
    $
    68,250
    
    
    $
    68,250Total
    
    $
    0
    
    
    $
    0
    
    
    $
    638,738
    
    
    $
    361,566
    
    
    $
    68,250
    
    
    $
    860,475
 
 (1)
    
    Assumes the named Executives benefit under an involuntary not for cause termination
is equal to the remaining amount of base salary through December 31, 2011, the expiration of the
Named Executives employment agreement, and the full vesting of any nonvested shares of Regent
common stock assuming a
price of $0.26, based upon the price of a share of the Companys common stock on the last business
day in 2009.  - 116 -




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##### Table of Contents



(2)
    
    For analysis purposes, the named Executives base salary was equal to the salary in
place for the 2009 fiscal year.(3)
    
    The Named Executive is entitled to Company-paid life, and disability insurance,
medical, dental and hospitalization premiums for the lesser of 12 months or the number of months
until the executive attains the age of 65. For purposes of the calculation, the Company used the
total cost of premiums paid for such plans as of December 31, 2009.(4)
    
    Under the terms of the Regent Communications, Inc. 2005 Incentive Compensation Plan,
any unvested shares of nonvested stock will automatically accelerate to 100% vested in the
instances of an employees death, permanent disability, or a change in control of the Company. Section 16(a) Beneficial
Ownership Reporting Compliance
   
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Equity Compensation Plan Information
 Number ofNumber of
    
    
    
    
    
    
    securitiessecurities to be
    
    
    
    
    
    
    remaining availableissued upon
    
    
    Weighted average
    
    
    for issuance underexercise of
    
    
    exercise price of
    
    
    equity compensationoutstanding
    
    
    outstanding
    
    
    plans (excludingoptions, warrants
    
    
    options, warrants
    
    
    securitiesand rights
    
    
    and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    2,224,373
    
    
    $
    6.46
    
    
    
    3,972,526Equity compensation
plans not approved
by security holders
    
    
    -
    
    
    
    -
    
    
    
    -Total
    
    
    2,224,373
    
    
    $
    6.46
    
    
    
    3,972,526
  Security Ownership of Certain Beneficial Owners and Management
  Amount andNature ofBeneficial
    
    
    Percent ofName and Address of Beneficial Owner(2)
    
    Ownership
    
    
    ClassRegent Holdings LLC
    
    1,000 Shares
    
    
    100
    %Oaktree Capital Management, L.P.
    
    
    549
    
    
    
    54.9
    %(1)Stephen Kaplan
    
    
    549
    
    
    
    54.9
    %(1)B. James Ford
    
    
    549
    
    
    
    54.9
    %(1)Andrew Salter
    
    
    549
    
    
    
    54.9
    %(1)David Quick
    
    
    549
    
    
    
    54.9
    %(1)Steven Price
    
    
    0
    
    
    
    *Stuart Rosenstein
    
    
    0
    
    
    
    *All Executives Officers and Directors as a group
    
    
    549
    
    
    
    54.9
    %(1)
 *
    
    Less than 1%. (1)
 (2)
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
   - 117 -




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 Principal Accounting Firm Fees
  December 31,
    
    
    December 31,2009
    
    
    2008Audit Fees
    
    $
    379,500
    (a)
    
    $
    395,000
    (a)Audit-Related Fees
    
    
    15,000
    (b)
    
    
    15,000
    (b)Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    1,500
    (c)
    
    
    1,500
    (c)Total
    
    $
    396,000
    
    
    $
    411,500
 
 (a)
    
    Includes fees for professional services rendered for the audit of the consolidated
financial statements of the Company, the audit of managements assessment of internal control
over financial reporting, the audit of stand-alone financial statements for significant
acquisitions, issuance of consents and assistance with review of documents filed with the
Securities and Exchange Commission.(b)
    
    Represents fees for services related to research and application of various
accounting requirements.(c)
    
    Represents the annual charge for online access to an accounting, auditing and
reporting library.  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
        - 118 -




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##### Table of Contents



SIGNATURES
  TOWNSQUARE MEDIA, INC.Date: May 14, 2010
    By:
    /s/ Steven PriceSteven Price, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/ Steven Price

Steven Price
    
    President, Chief Executive 
Officer,
and Director
(Principal Executive Officer)
    
    May 14, 2010/s/ Stuart Rosenstein

Stuart Rosenstein
    
    Executive Vice President and
Chief
Financial Officer
(Principal
Financial and Principal Accounting
Officer)
    
    May 14, 2010/s/
Stephen Kaplan
Stephen Kaplan
    
    Director
    
    May 14, 2010/s/
B. James Ford
B. James Ford
    
    Director
    
    May 14, 2010/s/ Andrew Salter

Andrew Salter
    
    Director
    
    May 14, 2010/s/ David Quick

David Quick
    
    Director
    
    May 14, 2010
  S-1




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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION2(a)
    *
    
    First Amended Joint Plan of Reorganization of Regent Communications, Inc. dated March 22,
2010 (previously filed as Exhibit 99.2 to the Registrants Form 8-K filed March 25, 2010 and
incorporated herein by this reference)2(b)
    *
    
    First Amended Disclosure Statement for the First Amended Joint Plan of Reorganization of
Regent Communications, Inc. dated March 22, 2010 (previously filed as Exhibit 99.1 to the
Registrants Form 8-K filed March 25, 2010 and incorporated herein by this reference)2(c)
    *
    
    Findings of Fact, Conclusions of Law and Order Confirming First Amended Joint Plan of
Reorganization dated April 12, 2010 (previously filed as Exhibit 2.2 to the Registrants Form
8-K filed April 13, 2010 and incorporated herein by reference)3(a)
    *
    
    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(b)
    *
    
    Amended and Restated Certificate of Incorporation dated April 27, 2010 (previously filed as
Exhibit No. 3.1 to the Registrants Form 8-K filed April 27, 2010 and incorporated herein by
this reference)3(c)
    *
    
    Amended and Restated Certificate of Incorporation dated April 27, 2010 (previously filed as
Exhibit No. 3.1 to the Registrants Form 8-K filed April 30, 2010 and incorporated herein by
this reference)3(d)
    *
    
    Certificate of Amendment to Certificate of Incorporation of Regent Communications, Inc.
dated April 30, 2010 (previously filed as Exhibit 3.1 to the Registrants Form 8-K filed May
6, 2010 and incorporated herein by this reference)3(e)
    *
    
    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)3(f)
    *
    
    Amended and Restated By-Laws of Regent Communications, Inc. dated April 27, 2010 (previously
filed as Exhibit No. 3.2 to the Registrants Form 8-K filed April 27, 2010 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)
  E-1




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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION4(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 Computershare 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)4(f)
    
    
    Credit Agreement dated as of April 27, 2010 among Regent Broadcasting, LLC as Borrower,
Regent Communications, Inc., as one of the Guarantors, and the lenders identified therein
(without schedules and exhibits, which Regent has determined are not material)4(g)
    
    
    Subordinated Notes Agreement dated as of April 27, 2010 among Regent Broadcasting, LLC, as
Company, Regent Communications, Inc., as One of the Guarantors, and The Subordinated
Noteholders identified therein (without schedules and exhibits, which Regent has determined
are not material)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)
    *#
    
    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(c)
    *#
    
    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)
  E-2




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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION10(d)
    *#
    
    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(e)
    *#
    
    Amendment No. 1 to Employment Agreement between Regent Communications, Inc. and William L.
Stakelin dated January 22, 2009 (previously filed as Exhibit 10(o) to the Registrants Form
10-K for the year ended December 31, 2008 and incorporated herein by this reference)10(f)
    *#
    
    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(g)
    *#
    
    Amendment No. 1 to Employment Agreement between Regent Communications, Inc. and Anthony A.
Vasconcellos dated January 22, 2009 (previously filed as Exhibit 10(q) to the Registrants
Form 10-K for the year ended December 31, 2008 and incorporated herein by this reference)10(h)
    *#
    
    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 7, 2010 and
incorporated herein by this reference)10(i)
    *#
    
    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 7, 2010 and
incorporated herein by this reference)10(j)
    *
    
    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(k)
    *
    
    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)10(l)
    (#)
    
    Amendment No. 1 to Executive Employment Agreement between Regent Communications, Inc. and
Anthony A. Vasconcellos dated February 28, 201010(m)
    (#)
    
    Amendment No. 1 to Executive Employment Agreement between Regent Communications, Inc. and
William L. Stakelin dated February 28, 201021
    
    
    Subsidiaries of Registrant31
    (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
 
 *
    
    Incorporated by reference.#
    
    Constitutes a management contract or compensatory plan or arrangement.  E-3