##### 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, 2006 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 0-15392
 REGENT COMMUNICATIONS, INC.
  Delaware
    
    31-1492857(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
  
 
 
   o þ
  o þ
 þ o
 þ
  o þ o
 o þ




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##### 



PagePart IItem 1 Business
    
    
    2Item 1A Risk Factors
    
    
    22Item 1B Unresolved Staff Comments
    
    
    27Item 2 Properties
    
    
    27Item 3 Legal Proceedings
    
    
    27Item 4 Submission of Matters to a Vote of Security Holders
    
    
    27Part IIItem 5 Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    28Item 6 Selected Financial Data
    
    
    31Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    33Item 7A Quantitative and Qualitative Disclosures about Market Risk
    
    
    54Item 8 Financial Statements and Supplementary Data
    
    
    55Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
    
    
    96Item 9A Controls and Procedures
    
    
    97Item 9B Other Information
    
    
    97Part IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    98Item 11 Executive Compensation
    
    
    98Item 12 Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
    
    
    98Item 13 Certain Relationships and Related Transactions, and
Director Independence
    
    
    99Item 14 Principal Accounting Fees and Services
    
    
    99Part IVItem 15 Exhibits, Financial Statement Schedules
    
    
    99EX-10.OEX-21EX-23.1EX-23.2EX-31(a)EX-31(b)EX-32(a)EX-32(b)
  
  
 - 1 -




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##### Table of Contents



General Development of Business
 Investing in Radio 2006 Market Report,
   
    
    a greater use of radio advertising compared to the national average;
    
    lower overall susceptibility to fluctuations in general economic conditions due to a lower percentage of national versus
local advertising revenues;
    
    greater growth potential for advertising revenues as national and regional retailers expand into mid-sized markets; and
    
    less direct format competition due to a smaller number of owners in any given market.
   Completed Acquisitions and Dispositions
  - 2 -




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##### Table of Contents



2006 Acquisitions
 PurchaseNo. of
    
    
    
    Price (in
    
    DateSeller
    
    Market
    
    Stations
    
    Call Letters
    
    millions)
    
    CompletedAAA Entertainment, LLC
    
    Peoria, IL
    
    2
    
    WZPW-FM
    
    $
    11.8
    (1)
    
    
    09/19/06and B&G Broadcasting, Inc.
    
    
    
    
    
    WXMP-FM(2)CBS Radio Stations Inc.
    
    Buffalo, NY
    
    5
    
    WYRK-FM
    
    $
    125.0
    
    
    
    12/15/06WBLK-FMWJYE-FMWBUF-FMWECK-AM
 2006 Dispositions
 Sale PriceNo. of
    
    
    
    (in
    
    DatePurchaser
    
    Market
    
    Stations
    
    Call Letters
    
    millions)
    
    CompletedIndependence Media of
    
    Peoria, IL
    
    3
    
    WIXO-FM(2)
    
    $
    2.8
    (3)
    
    
    09/19/06Illinois, LLC and
    
    
    
    
    
    WPIA-FMrelated entities
    
    
    
    
    
    WVEL-FMMapleton
    
    Chico, CA
    
    4
    
    KFMF-FM
    
    $
    17.5
    (4)
    
    
    11/30/06Communications, LLC
    
    
    
    
    
    KALF-FMKQPT-FMKZAP-FMRedding, CA
    
    6
    
    KSHA-FMKNNN-FMKRDG-FMKRRX-FMKNRO-AMKQMS-AMW. Russell Withers, Jr.
    
    Evansville, IN
    
    1
    
    WYNG-FM
    
    $
    1.5
    (5)
    
    
    12/22/06
 
 (1)
    
    We acquired substantially all the assets of WXMP-FM and the common stock
of B&G Broadcasting, Inc., owner of WZPW-FM.(2)
    
    Regent retained the right to the call letters and format of WIXO-FM, which it
transferred to the broadcasting signal of its newly acquired station, WXMP-FM. The rights to the
WXMP-FM call letters and format were transferred to Independence Media of Illinois, LLC and related
entities.(3)
    
    The $2.8 million sale price was paid approximately $1.9 million in cash and a
$925,000 note receivable. We recognized a pre-tax loss on the transaction of approximately $1.9
million.(4)
    
    We recognized a pre-tax loss on the disposition of approximately $0.2 million.(5)
    
    We recognized a pre-tax gain on the disposition of approximately $0.3 million. - 3 -




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Subsequent Acquisition
  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;
 - 4 -




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##### Table of Contents




    
    expand and strengthen sales staff through active recruiting and in-depth training;
    
    convert acquired stations to our communications network and centralized networked accounting system; and
    
    establish revenue and expense budgets consistent with the programming and sales strategy and corresponding cost adjustments.
  Operating Strategy
  Ownership of Strong Radio Station Clusters
  Aggressive Sales and Marketing
 - 5 -




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Targeted Programming and Promotion
 
    
    creating distinct content and highly visible profiles for our on-air personalities;
    
    utilizing market research to formulate recognizable brand names for select stations; and
    
    supporting localism through active participation in community events and charities.
 Decentralized Operations
 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 2006 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
 - 6 -




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##### Table of Contents



2006 Market Report, published by BIA Publications, Inc. The information was
obtained from that database on March 5, 2007.
    
    We obtained all audience share information from the Fall 2006 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
    
    
    15.7WQBJ-FM
    
    
    
    
    
    Rock
    
    M 18-49WQBK-FM
    
    
    
    
    
    Rock
    
    M 18-49WBZZ-FM*
    
    
    
    
    
    Hot Adult Contemporary
    
    A 25-54WGNA-FM
    
    
    
    
    
    Country
    
    A 25-54WTMM-FM
    
    
    
    
    
    Sports
    
    M 35+WEEV-AM
    
    
    
    
    
    Womens Talk
    
    W 25-54Bloomington, IL
    
    241
    
    181
    
    
    
    
    
    1
    
    
    37.1WJBC-AM
    
    
    
    
    
    News/Talk
    
    A 35-54WBNQ-FM
    
    
    
    
    
    Hot Adult Contemporary
    
    W 25-54WBWN-FM
    
    
    
    
    
    Country
    
    A 25-54WTRX-FM
    
    
    
    
    
    Oldies
    
    A 35+WJEZ-FM
    
    
    
    
    
    Adult Contemporary
    
    A 25-54Buffalo, NY
    
    52
    
    41
    
    
    
    
    
    2
    
    
    26.1WYRK-FM
    
    
    
    
    
    Country
    
    A 25-54WJYE-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WBUF-FM
    
    
    
    
    
    JACK Adult Hits
    
    A 18-34WBLK-FM
    
    
    
    
    
    Urban
    
    A 25-54WECK-AM
    
    
    
    
    
    Classic Country
    
    A 35+El Paso, TX
    
    76
    
    77
    
    
    
    
    
    2
    
    
    12.4KSII-FM
    
    
    
    
    
    Hot Adult Contemporary
    
    W 25-54KLAQ-FM
    
    
    
    
    
    Rock
    
    M 18-49KROD-AM
    
    
    
    
    
    News/Talk
    
    A 35+Evansville, IN
    
    162
    
    120
    
    
    
    
    
    2
    
    
    32.7WKDQ-FM
    
    
    
    
    
    Country
    
    A 25-54WJLT-FM
    
    
    
    
    
    Oldies
    
    A 35+WDKS-FM
    
    
    
    
    
    CHR
    
    A 18-34WGBF-FM
    
    
    
    
    
    Rock
    
    A 18-34WGBF-AM
    
    
    
    
    
    News/Talk
    
    A 35+
 - 7 -




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##### Table of Contents



StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareFlint, MI
    
    127
    
    121
    
    
    
    
    
    1
    
    
    22.2WCRZ-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WWBN-FM
    
    
    
    
    
    Rock
    
    M 18-34WFNT-AM
    
    
    
    
    
    Adult Standards
    
    A 35+WRCL-FM
    
    
    
    
    
    Rhythmic CHR
    
    A 18-34WQUS-FM
    
    
    
    
    
    Classic Hits
    
    A 25-54WLCO-AM
    
    
    
    
    
    Classic Country
    
    A 35+Ft. Collins-Greeley,
CO
    
    125
    
    163
    
    
    
    
    
    1
    
    
    16.6KUAD-FM
    
    
    
    
    
    Country
    
    A 25-54KTRR-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54KKQZ-FM
    
    
    
    
    
    80s Rock
    
    M  25-54KKPL-FM
    
    
    
    
    
    Alternative
    
    A 18-34KARS-FM
    
    
    
    
    
    Oldies
    
    A 35+Grand Rapids,
MI
    
    67
    
    57
    
    
    
    
    
    3
    
    
    15.7WLHT-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WGRD-FM
    
    
    
    
    
    New Rock
    
    M 18-49WTRV-FM
    
    
    
    
    
    Soft Adult Contemporary
    
    W 35+WNWZ-AM
    
    
    
    
    
    Spanish
    
    A 25-54WFGR-FM
    
    
    
    
    
    Oldies
    
    A 35+Lafayette, LA
    
    102
    
    112
    
    
    
    
    
    1
    
    
    31.4KPEL-FM
    
    
    
    
    
    News/Talk
    
    A 35+KTDY-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54KRKA-FM
    
    
    
    
    
    Rhythmic CHR
    
    A 18-34KFTE-FM
    
    
    
    
    
    Alternative
    
    A 18-34KMDL-FM
    
    
    
    
    
    Country
    
    A 25-54KPEL-AM
    
    
    
    
    
    Sports
    
    A 35+KROF-AM
    
    
    
    
    
    Cajun
    
    A 35+Owensboro, KY
    
    N/A
    
    N/A
    
    
    
    
    
    1
    
    
    N/AWOMI-AM
    
    
    
    
    
    News/Talk
    
    A 35+WBKR-FM
    
    
    
    
    
    Country
    
    A 25-54Peoria, IL
    
    149
    
    121
    
    
    
    
    
    2
    
    
    25.9WVEL-AM
    
    
    
    
    
    Gospel
    
    A 35+WGLO-FM
    
    
    
    
    
    Classic Rock
    
    M 25-54WIXO-FM #
    
    
    
    
    
    Alternative
    
    A 18-34WZPW-FM
    
    
    
    
    
    Rhythmic CHR
    
    A 18-34WFYR-FM
    
    
    
    
    
    Country
    
    A 25-54St. Cloud, MN
    
    218
    
    164
    
    
    
    
    
    1
    
    
    26.0KMXK-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WWJO-FM
    
    
    
    
    
    Country
    
    A 25-54WJON-AM
    
    
    
    
    
    News/Talk
    
    A 35+KLZZ-FM
    
    
    
    
    
    Classic Rock
    
    M 25-54KKSR-FM
    
    
    
    
    
    Dance CHR
    
    A 18-34KXSS-AM
    
    
    
    
    
    Sports
    
    M 35+
 - 8 -




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##### Table of Contents



StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareUtica-Rome, NY
    
    160
    
    182
    
    
    
    
    
    1
    
    
    37.6WODZ-FM
    
    
    
    
    
    Oldies
    
    A 35+WLZW-FM
    
    
    
    
    
    Adult Contemporary
    
    W 25-54WFRG-FM
    
    
    
    
    
    Country
    
    A 25-54WIBX-AM
    
    
    
    
    
    News/Talk
    
    A 35+Watertown, NY
    
    279
    
    277
    
    
    
    
    
    1
    
    
    39.9WCIZ-FM
    
    
    
    
    
    Classic Hits
    
    A 25-54WFRY-FM
    
    
    
    
    
    Country
    
    A 25-54WTNY-AM
    
    
    
    
    
    Talk
    
    A 35+WNER-AM
    
    
    
    
    
    Sports
    
    M 35+
 
 *
    
    Denotes a station that was operating under an LMA at
December 31, 2006.#
    
    Regent retained the call letters and format of station WIXO-FM, which was sold to Independence
Media of Illinois, LLC. These call letters and format were transferred to WXMP-FM, which we
purchased from AAA Entertainment, LLC. Advertising Sales
    - 9 -




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##### Table of Contents




    
    the supply of, and demand for, radio advertising time;
    
    a stations share of audiences in the demographic groups targeted by advertisers, as measured by ratings surveys estimating
the number of listeners tuned to the station at various times; and
    
    the number of stations in the market competing for the same demographic groups.
  Competition
    - 10 -




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##### Table of Contents



Federal Regulation of Radio
Broadcasting
   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
 - 11 -




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##### Table of Contents




    
    adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment
practices of stations.
  License Grant and Renewal
   - 12 -




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##### Table of Contents



ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseAlbany, NY
    
    WQBJ-FM
    
    B
    
    
    150
    
    
    
    50.0
    
    
    103.5 MHz
    
    06/01/14WQBK-FM
    
    A
    
    
    92
    
    
    
    6.0
    
    
    103.9 MHz
    
    PendingWBZZ-FM *
    
    B1
    
    
    187
    
    
    
    7.1
    
    
    105.7 MHz
    
    06/01/14WGNA-FM
    
    B
    
    
    300
    
    
    
    12.5
    
    
    107.7 MHz
    
    06/01/14WTMM-FM
    
    A
    
    
    107
    
    
    
    5.0
    
    
    104.5 MHz
    
    06/01/14WEEV-AM
    
    B
    
    
    N/A
    
    
    
    5.0
    
    
    1300 kHz
    
    06/01/14Bloomington, IL
    
    WJBC-AM
    
    C
    
    
    N/A
    
    
    
    1.0
    
    
    1230 kHz
    
    12/01/12WBNQ-FM
    
    B
    
    
    142
    
    
    
    50.0
    
    
    101.5 MHz
    
    12/01/12WBWN-FM
    
    B1
    
    
    100
    
    
    
    25.0
    
    
    104.1 MHz
    
    12/01/12WTRX-FM
    
    B1
    
    
    144
    
    
    
    12.0
    
    
    93.7 MHz
    
    12/01/12WJEZ-FM
    
    A
    
    
    149
    
    
    
    1.3
    
    
    98.9 MHz
    
    12/01/12Buffalo, NY
    
    WYRK-FM
    
    B
    
    
    142
    
    
    
    50.0
    
    
    106.5 MHz
    
    06/01/14WJYE-FM
    
    B
    
    
    154
    
    
    
    47.0
    
    
    96.1 MHz
    
    06/01/14WBUF-FM
    
    B
    
    
    195
    
    
    
    76.0
    
    
    92.9 MHz
    
    06/01/14WBLK-FM
WECK-AM
    
    B
C
    
    
    154
N/A
    
    
    
    47.0
1.0
    
    
    93.7 MHz
1230 kHz
    
    06/01/14
06/01/14El Paso, TX
    
    KSII-FM
    
    C
    
    
    433
    
    
    
    100.0
    
    
    93.1 MHz
    
    08/01/13KLAQ-FM
    
    C
    
    
    424
    
    
    
    100.0
    
    
    95.5 MHz
    
    08/01/13KROD-AM
    
    B
    
    
    N/A
    
    
    
    5.0
    
    
    600 kHz
    
    08/01/13Evansville, IN
    
    WKDQ-FM
    
    C
    
    
    300
    
    
    
    100.0
    
    
    99.5 MHz
    
    08/01/12WDKS-FM
    
    A
    
    
    100
    
    
    
    6.0
    
    
    106.1 MHz
    
    08/01/12WJLT-FM
    
    B
    
    
    150
    
    
    
    50.0
    
    
    105.3 MHz
    
    08/01/12WGBF-FM
    
    A
    
    
    138
    
    
    
    3.2
    
    
    103.1 MHz
    
    08/01/12WGBF-AM
    
    B
    
    
    N/A
    
    
    5.0 daytime
    
    1280 kHz
    
    08/01/121.0 nightFlint, MI
    
    WCRZ-FM
    
    B
    
    
    101
    
    
    
    50.0
    
    
    107.9 MHz
    
    10/01/12WWBN-FM
    
    A
    
    
    149
    
    
    
    1.8
    
    
    101.5 MHz
    
    10/01/12WFNT-AM
    
    B
    
    
    N/A
    
    
    5.0 daytime
    
    1470 kHz
    
    10/01/121.0 nightWRCL-FM
    
    A
    
    
    133
    
    
    
    3.5
    
    
    93.7 MHz
    
    10/01/12WQUS-FM
    
    A
    
    
    91
    
    
    
    3.0
    
    
    103.1 MHz
    
    10/01/12WLOC-AM
    
    B
    
    
    N/A
    
    
    5.0 daytime
    
    1530 kHz
    
    10/01/121.0 night
 - 13 -




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##### Table of Contents



ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseFt.
Collins-Greeley, CO
    
    KUAD-FM
    
    C1
    
    
    212
    
    
    
    100.0
    
    
    99.1 MHz
    
    04/01/13KTRR-FM
    
    C2
    
    
    125
    
    
    
    50.0
    
    
    102.5 MHz
    
    04/01/13KKQZ-FM
    
    C3
    
    
    168
    
    
    
    8.7
    
    
    94.3 MHz
    
    04/01/13KKPL-FM
    
    C2
    
    
    150
    
    
    
    50.0
    
    
    99.9 MHz
    
    10/01/13KARS-FM
    
    C
    
    
    372
    
    
    
    100.0
    
    
    102.9 MHz
    
    10/01/13Grand Rapids, MI
    
    WLHT-FM
    
    B
    
    
    168
    
    
    
    40.0
    
    
    95.7 MHz
    
    10/01/12WGRD-FM
    
    B
    
    
    180
    
    
    
    13.0
    
    
    97.9 MHz
    
    10/01/12WTRV-FM
    
    A
    
    
    92
    
    
    
    3.5
    
    
    100.5 MHz
    
    10/01/12WNWZ-AM
    
    D
    
    
    N/A
    
    
    1.0 daytime
    
    1410 kHz
    
    10/01/12.048 nightWFGR-FM
    
    A
    
    
    150
    
    
    
    2.75
    
    
    98.7 MHz
    
    10/01/12Lafayette, LA
    
    KMDL-FM
    
    C2
    
    
    171
    
    
    
    38.0
    
    
    97.3 MHz
    
    06/01/12KRKA-FM
    
    C1
    
    
    263
    
    
    
    100.0
    
    
    107.9 MHz
    
    06/01/12KFTE-FM
    
    C2
    
    
    163
    
    
    
    42.0
    
    
    96.5 MHz
    
    06/01/12KTDY-FM
    
    C
    
    
    300
    
    
    
    100.0
    
    
    99.9 MHz
    
    06/01/12KPEL-FM
    
    C3
    
    
    89
    
    
    
    25.0
    
    
    105.1 MHz
    
    06/01/12KPEL-AM
    
    B
    
    
    N/A
    
    
    1.0 daytime
    
    1420 kHz
    
    06/01/120.75 nightKROF-AM
    
    D
    
    
    N/A
    
    
    1.0 daytime
    
    960 kHz
    
    06/01/12.095 nightOwensboro, KY
    
    WOMI-AM
    
    C
    
    
    N/A
    
    
    
    0.83
    
    
    1490 kHz
    
    08/01/12WBKR-FM
    
    C
    
    
    320
    
    
    
    91.0
    
    
    92.5 MHz
    
    08/01/12Peoria, IL
    
    WGLO-FM
    
    B1
    
    
    189
    
    
    
    7.0
    
    
    95.5 MHz
    
    12/01/12WZPW-FM
    
    B1
    
    
    114
    
    
    
    19.0
    
    
    92.3 MHz
    
    12/01/12WVEL-AM
    
    D
    
    
    N/A
    
    
    5.0 daytime
    
    1140 kHz
    
    12/01/12WFYR-FM
    
    B1
    
    
    103
    
    
    
    23.5
    
    
    97.3 MHz
    
    12/01/12WIXO-FM
    
    B
    
    
    169
    
    
    
    32.0
    
    
    105.7 MHz
    
    12/01/12St. Cloud, MN
    
    KMXK-FM
    
    C2
    
    
    150
    
    
    
    50.0
    
    
    94.9 MHz
    
    04/01/13WJON-AM
    
    C
    
    
    N/A
    
    
    
    1.0
    
    
    1240 kHz
    
    04/01/13WWJO-FM
    
    C
    
    
    305
    
    
    
    100.0
    
    
    98.1 MHz
    
    04/01/13KKSR-FM
    
    C2
    
    
    138
    
    
    
    50.0
    
    
    96.7 MHz
    
    PendingKLZZ-FM
    
    C3
    
    
    126
    
    
    
    9.0
    
    
    103.7 MHz
    
    04/01/13KXSS-AM
    
    B
    
    
    N/A
    
    
    2.5 daytime
    
    1390 kHz
    
    04/01/131.0 night
 - 14 -




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ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseUtica-Rome, NY
    
    WODZ-FM
    
    B1
    
    
    184
    
    
    
    7.4
    
    
    96.1 MHz
    
    06/01/14WLZW-FM
    
    B
    
    
    201
    
    
    
    25.0
    
    
    98.7 MHz
    
    06/01/14WFRG-FM
    
    B
    
    
    151
    
    
    
    100.0
    
    
    104.3 MHz
    
    06/01/14WIBX-AM
    
    B
    
    
    N/A
    
    
    
    5.0
    
    
    950 kHz
    
    06/01/14Watertown, NY
    
    WCIZ-FM
    
    A
    
    
    100
    
    
    
    6.0
    
    
    93.3 MHz
    
    06/01/14WFRY-FM
    
    C1
    
    
    145
    
    
    
    100.0
    
    
    97.5 MHz
    
    06/01/14WTNY-AM
    
    B
    
    
    N/A
    
    
    
    1.0
    
    
    790 kHz
    
    06/01/14WNER-AM
    
    D
    
    
    N/A
    
    
    3.5 daytime
    
    1410 kHz
    
    06/01/140.058 night
 
 *
    
    Station indicated with an asterisk (*) was acquired subsequent to December 31, 2006. 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
 - 15 -




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
    
    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.
   
    
    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.
  - 16 -




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Alien Ownership Rules
 Time Brokerage
 - 17 -




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Programming and Operation
   - 18 -




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Proposed and Recent Changes
 
    
    proposals to impose regulatory, spectrum use or other fees on FCC licensees;
    
    proposals to impose 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.
  - 19 -




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Federal Antitrust Considerations.
    - 20 -




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www.regentcomm.com http://www.sec.gov
 - 21 -




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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; and
    
    changes in governmental regulations and policies and actions of federal regulatory
bodies, including the U.S. Department of Justice, the Federal Trade Commission, and the
Federal Communications Commission (FCC).
  An Economic Downturn in Any of Our Significant Markets Could Adversely Affect Our Revenue and Cash
Flow.
  We May Be Adversely Affected By a General Deterioration in Economic Conditions.
  We Have Substantial Indebtedness and Debt Service Requirements.
  - 22 -




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
    
    a substantial portion of our cash flow is, and will be, dedicated to debt service and
is not, and will not be, available for other purposes;
    
    our ability to obtain additional financing for working capital, capital expenditures,
acquisitions and general corporate or other purposes may be impaired in the future;
    
    certain of our borrowings are, and will be, at variable rates of interest, which may
expose us to the risk of increases in interest rates;
    
    approximately $165.0 million of our borrowings have been swapped from a variable rate
of interest to a fixed rate of interest for a five-year period. Accordingly, if interest
rates would decline substantially from the current rates, we may not receive the benefit of
such reductions in interest rates; and
    
    our level of indebtedness could make us more vulnerable to economic downturns, limit
our ability to withstand competitive pressures and reduce our flexibility in responding to
changing business and economic conditions.
  Our Debt Covenants Restrict Our Financial and Operational Flexibility.
  Our Acquisition Strategy May Not Be Successful.
  
    
    increase in prices for radio stations due to increased competition for acquisition
opportunities;
    
    reduction in the number of suitable acquisition targets resulting from continued industry
consolidation;
    
    inability to negotiate definitive purchase agreements on satisfactory terms;
 - 23 -




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
    
    inability to obtain additional financing;
    
    inability to sell any under-performing station; and
    
    failure or unanticipated delays in completing acquisitions due to difficulties in
obtaining required regulatory approvals.
  We Could Experience Delays in Expanding Our Business Due to Antitrust Laws and Other Regulatory
Considerations.
  We Are Subject to Extensive and Changing Federal Regulation.
   - 24 -




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We May Lose Audience Share and Advertising Revenue Due to Competition.
   We Are Subject to Competition From New Technologies That May Affect Our Broadcasting Operations.
  
    
    satellite-delivered digital audio radio service, which has resulted in the introduction of new
subscriber-based satellite radio services with numerous niche formats;
    
    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.
  We May Lose Key Personnel.
 - 25 -
    Table of Contents     We May Incur Future Losses Due to Impairment of Our Intangible Assets.
  We Have Established Certain Anti-takeover Measures That Could Prevent an Acquisition or Change of
Control of Our Company.
  
    
    permit the Board of Directors to increase its own size and fill the resulting
vacancies;
    
    permit the Board of Directors, without stockholder approval, to issue
preferred stock with such dividend, liquidation, conversion, voting and other rights
as the Board may determine; and
    
    limit the persons who may call special meetings of stockholders.
  - 26 -




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- 27 -




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ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Stock Prices
  High
    
    Low2006First quarter
    
    $
    5.01
    
    
    $
    3.97Second quarter
    
    $
    4.82
    
    
    $
    3.38Third quarter
    
    $
    4.76
    
    
    $
    3.76Fourth quarter
    
    $
    3.89
    
    
    $
    2.742005First quarter
    
    $
    5.86
    
    
    $
    4.88Second quarter
    
    $
    6.30
    
    
    $
    5.07Third quarter
    
    $
    6.39
    
    
    $
    4.99Fourth quarter
    
    $
    5.45
    
    
    $
    4.42
   - 28 -




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Share Repurchases
  Total Number ofShares Purchased
    
    ApproximateTotal
    
    
    
    
    
    as Part of
    
    Dollar Value ofNumber of
    
    
    
    
    
    Publicly
    
    Shares that MayShares
    
    Average Price
    
    Announced
    
    Yet be PurchasedPeriod
    
    Purchased
    
    Paid per Share
    
    Plan(1)
    
    Under the Plan (1)(in thousands)October 1, 2006 
October 31, 2006
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593November 1, 2006 
November 30, 2006
    
    
    2,660
    (2)
    
    $
    3.12
    
    
    
    0
    
    
    $
    1,593December 1, 2006 
December 31, 2006
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593Total
    
    
    2,660
    
    
    $
    3.12
    
    
    
    0
    
    
    $
    1,593
 
 (1)
    
    On June 1, 2000, Regents Board of Directors approved a stock buyback program
for an initial amount of $10.0 million, which authorized the Company to repurchase shares of its
common stock at certain market price levels. Through October 2002, the Company repurchased
approximately $6.7 million of its common stock under the program, which amount the Board later
replenished under the program at their October 2002 meeting. As of July 31, 2004, the Company had
expended the entire $16.7 million authorized under the plan. At its July 2004 meeting, the
Companys Board of Directors replenished the amount authorized under the repurchase program by an
additional $20.0 million. In December 2004, Regent completed an amendment of its credit agreement
that provided the Company with more favorable pricing and increased the amount of stock that could
be repurchased, subject to certain conditions, by $40.0 million, twice the amount then approved by
our Board of Directors. The entire $20.0 million of additional repurchase capacity under the
program was expended during the second quarter of 2005. At its July 2005 meeting, the Companys
Board of Directors again replenished Regents stock buyback program by authorizing the Company to
expend up to $20.0 million more for stock repurchases. Effective July 26, 2005, the Company
modified its credit agreement in effect at that date to, among other things, permit Regent to use
up to $50.0 million in cash to repurchase shares of its common stock. Since the July 2005
replenishment of the stock buyback program, the Company has repurchased 3,882,921 shares of its
common stock for approximately $18.4 million, leaving approximately $1.6 million of capacity under
the program.(2)
    
    Represents shares of common stock forfeited for the payment of employee
withholding taxes related to the vesting of shares granted under The Regent Communications, Inc.
2005 Incentive Compensation Plan. - 29 -




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Stock Performance Graph
  COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG REGENT COMMUNICATIONS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND
THE S&P 400 BROADCASTING & CABLE TV INDEX   Comparison of Cumulative Five Year Total Return
 
 Cumulative Total Return12/31/01
    
    
    12/31/02
    
    
    12/31/03
    
    
    12/31/04
    
    
    12/31/05
    
    
    12/31/06REGENT COMMUNICATIONS, INC.
    
    
    $
    100.00
    
    
    
    $
    87.56
    
    
    
    $
    94.07
    
    
    
    $
    78.52
    
    
    
    $
    68.74
    
    
    
    $
    41.93NASDAQ STOCK MARKET (U.S.)
    
    
    $
    100.00
    
    
    
    $
    69.13
    
    
    
    $
    103.36
    
    
    
    $
    112.49
    
    
    
    $
    114.88
    
    
    
    $
    126.22S&P 400 BROADCASTING &
CABLE TV
    
    
    $
    100.00
    
    
    
    $
    99.62
    
    
    
    $
    118.47
    
    
    
    $
    86.80
    
    
    
    $
    65.65
    
    
    
    $
    45.02
  - 30 -




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##### Table of Contents



SELECTED CONSOLIDATED FINANCIAL DATA(In thousands, except per share data)YEAR ENDED DECEMBER 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002OPERATING RESULTS (1) (3):Net broadcast revenues
    
    $
    85,033
    
    
    $
    78,800
    
    
    $
    77,786
    
    
    $
    67,106
    
    
    $
    58,207Operating (loss) income
    
    
    (35,669
    )
    
    
    (7,482
    )
    
    
    13,913
    
    
    
    11,477
    
    
    
    7,855(Loss) income from continuing
operations before income taxes
and cumulative effect of accounting
change
    
    
    (41,299
    )
    
    
    (10,949
    )
    
    
    10,293
    
    
    
    8,074
    
    
    
    5,529Net (loss) income from continuing
operations before cumulative effect
of accounting change
    
    
    (25,247
    )
    
    
    (7,278
    )
    
    
    6,257
    
    
    
    4,736
    
    
    
    (1,156
    )Net (loss) income from discontinued
operations
    
    
    (1,349
    )
    
    
    639
    
    
    
    6,978
    
    
    
    970
    
    
    
    814Cumulative effect of accounting change,
net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,138
    )Net (loss) income
    
    $
    (26,596
    )
    
    $
    (6,639
    )
    
    $
    13,235
    
    
    $
    5,706
    
    
    $
    (6,480
    )NET (LOSS) INCOME PER COMMON SHARE:Basic:(Loss) income from continuing operations
before cumulative effect of accounting
change
    
    $
    (0.64
    )
    
    $
    (0.17
    )
    
    $
    0.14
    
    
    $
    0.10
    
    
    $
    (0.03
    )(Loss) income from discontinued
operations
    
    
    (0.03
    )
    
    
    0.02
    
    
    
    0.15
    
    
    
    0.02
    
    
    
    0.02Cumulative effect of accounting
change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.14
    )Net (loss) income
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29
    
    
    $
    0.12
    
    
    $
    (0.15
    )Weighted average number of common
shares used in basic calculation
    
    
    39,807
    
    
    
    43,214
    
    
    
    45,780
    
    
    
    46,515
    
    
    
    43,177Diluted:(Loss) income from continuing operations
before cumulative effect of accounting
change
    
    $
    (0.64
    )
    
    $
    (0.17
    )
    
    $
    0.14
    
    
    $
    0.10
    
    
    $
    (0.03
    )(Loss) income from discontinued
operations
    
    
    (0.03
    )
    
    
    0.02
    
    
    
    0.15
    
    
    
    0.02
    
    
    
    0.02Cumulative effect of accounting
change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.14
    )Net (loss) income
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29
    
    
    $
    0.12
    
    
    $
    (0.15
    )Weighted average number of common
shares used in fully diluted
calculation: (2)
    
    
    39,807
    
    
    
    43,214
    
    
    
    46,164
    
    
    
    46,837
    
    
    
    43,177
 - 31 -




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##### Table of Contents



DECEMBER 31,2006
    
    2005
    
    2004
    
    2003
    
    2002BALANCE SHEET DATA (1) (3):Current assets
    
    $
    22,721
    
    
    $
    16,053
    
    
    $
    16,218
    
    
    $
    16,068
    
    
    $
    16,984Total assets
    
    
    451,645
    
    
    
    374,481
    
    
    
    397,361
    
    
    
    373,301
    
    
    
    308,030Current liabilities
    
    
    9,311
    
    
    
    12,441
    
    
    
    11,625
    
    
    
    7,958
    
    
    
    7,948Long-term debt and capital leases,
less current portion
    
    
    213,923
    
    
    
    78,349
    
    
    
    72,560
    
    
    
    67,714
    
    
    
    11,449Total stockholders equity
    
    $
    219,160
    
    
    $
    262,056
    
    
    $
    288,826
    
    
    $
    283,798
    
    
    $
    278,490
 
 (1)
    
    Acquisitions in 2006, 2004, 2003 and 2002 affect comparability among years (see
Note 2 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports
on Form 10-K).(2)
    
    Shares for fully diluted are the same as basic in years 2006, 2005 and 2002
as the effect of outstanding common stock options and warrants was
antidilutive in
those years.(3)
    
    Impairment of indefinite-lived intangible assets recorded in 2006, 2005 and
2002 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). - 32 -




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OVERVIEW
 Cautionary Statement Concerning Forward-Looking Statements
  http://www.sec.gov
 Executive Overview
  
    
    On December 15, 2006, we completed the largest
acquisition in Regent history, in terms of acquisition price, by
acquiring substantially all of the broadcasting and intangible assets of five radio
stations serving the Buffalo, New York market from CBS Radio Stations Inc. The stations
acquired include three of the top five rated stations in the Buffalo market, which is
currently our largest market. We see several benefits from this
acquisition: less
integration risk due to the sophistication of the seller; a more effective
 - 33 -




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leveraging of corporate overhead across our radio portfolio; consistent and stable market
growth over the past five years; excellent technical facilities; and product improvement
opportunities on three of the five stations.
    
    At the end of November 2006, we completed the divestiture of 10 radio stations serving
the Redding and Chico, California markets for $17.5 million in cash. The transaction
includes the following radio station assets: KNNN-FM, KSHA-FM, KRDG-FM, KRRX-FM, KQMS-AM,
KNRO-AM, KFMF-FM, KALF-FM, KZAP-FM and KQPT-FM. Regent no longer has any broadcast assets
in California. Due to the fact that these were two of our smallest markets with lower
operating margins, we expect to see improvement in our overall company operating margin as
a result of this transaction.
    
    In September 2006, we consummated two strategic transactions in our Peoria, Illinois
market, whereby we simultaneously divested three class A FM radio stations and purchased
two class B FM radio stations, improving our competitive position by upgrading the strength
of our signals. The net consideration used as a result of the acquisition and disposition
was approximately $9.0 million.
    
    In early January of 2007, we completed the acquisition of WBZZ-FM (formerly WNYQ-FM),
serving the Capital Region in Albany, New York for approximately $4.9 million in cash, plus
approximately $0.2 million related to transmitter site build-out expenditures. The new
station is our second strongest signal and we now own and operate five FM and one AM radio
station in our second-largest market.
    
    Additionally, in late December of 2006, we sold the non-strategic broadcasting and
intangible assets of WYNG-FM, serving the Evansville, Indiana market for $1.5 million in
cash.
  
    
    On August 5, 2006, we entered into an agreement to repurchase 2,491,554 shares of our
common stock and a warrant to purchase up to 650,000 shares of Regent common stock,
exercisable at $5.00 per share, held by Waller-Sutton Media Partners, L.P. for an aggregate
price of approximately $12.1 million. As required by the agreement, the two
representatives of the Partnership serving on the Companys Board of Directors, William H.
Ingram and Andrew J. Armstrong, Jr., resigned effective August 5, 2006. In conjunction with
their resignations, the two representatives surrendered their fully vested stock options to
purchase Regent common stock and, as a result of their resignations, all nonvested shares
of Regent common stock awarded to the representatives were forfeited.
    
    Excluding the Waller-Sutton Media Partners shares repurchased in August, we repurchased
1,145,899 shares of our common stock at an average price of $4.45 per share, for a total
cost of approximately $5.1 million, including commissions during 2006.
  
    
    On November 21, 2006, we entered into a new credit agreement with Bank of America, N.A.,
and the other lenders identified in the credit agreement. Under the terms of the credit
agreement, the lenders have made available to Regent a senior secured credit agreement in
the maximum aggregate principal amount of $240.0 million, consisting of a Senior Secured
Term B Loan Facility in the aggregate principal amount of $115.0 million, a Senior Secured
Revolving Credit Facility in the
 - 34 -




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aggregate principal amount of $75.0 million, and a Term A Loan Facility in the aggregate
principal amount of $50.0 million.
    
    Effective February 23, 2007, we entered into an amendment to our new credit agreement.
The material terms of the amendment are a reduction of the Applicable Margin on Eurodollar
Loans by 0.25%, and a reduction of the Applicable Margin on Base Rate Loans to 0.75%.
    
    In order to mitigate the impact of potential interest rate fluctuations, during the
fourth quarter of 2006, we swapped the interest rate on both the $50.0 million Term A Loan
and $115.0 million Term B Loan from floating to fixed. The Term
A Loan pricing is fixed at approximately
4.83% for five years and the Term B Loan is fixed at approximately 4.72% for five years, in both cases
plus the Applicable Margin.
     - 35 -




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##### Table of Contents



Critical Accounting Policies
   Revenue recognition
 Goodwill and Indefinite-Lived Intangible Assets 
 Allocation of Acquisition Purchase Price and Valuation of Acquired Intangible Assets
 Determining the Recoverability of Long-Lived Assets 
 - 36 -




---



##### Table of Contents



.
 Deferred Tax Assets
 Allowance for Doubtful Accounts
 Effect of Recently Issued Accounting Pronouncements
  - 37 -




---



##### Table of Contents



RESULTS OF OPERATIONS
   2006 Compared to 2005
  - 38 -




---



##### Table of Contents



Net Broadcast Revenues
   Increase (decrease)in net broadcastrevenue
    
    % ChgNet broadcast revenue variance:Local advertising
    
    $
    4,540
    
    
    
    7.1
    %National advertising
    
    
    339
    
    
    
    3.5
    %Political advertising
    
    
    1,336
    
    
    
    439.5
    %Barter revenue
    
    
    (203
    )
    
    
    6.0
    %Other
    
    
    221
    
    
    
    12.1
    %Net broadcast revenue variance
    
    $
    6,233
    
    
    
    7.9
    %
  Station Operating Expenses
  - 39 -




---



##### Table of Contents



(Increase) decreasein station operatingexpenses
    
    % ChgStation operating expense variance:Technical expense
    
    $
    (410
    )
    
    
    15.5
    %Programming expense
    
    
    (1,007
    )
    
    
    6.6
    %Promotion expense
    
    
    (407
    )
    
    
    14.5
    %Sales expense
    
    
    (1,399
    )
    
    
    9.1
    %Administrative expense
    
    
    (1,370
    )
    
    
    10.5
    %Barter expense
    
    
    (42
    )
    
    
    1.3
    %Total station operating expense variance
    
    $
    (4,635
    )
    
    
    8.9
    %
  Depreciation and Amortization
  Corporate Expense
  - 40 -




---



##### Table of Contents



Impairment of Indefinite-Lived Intangible Assets
  Local Marketing Agreement Fee
  Loss on Sale of Radio Stations
  Interest Expense
  Other Income, Net
  - 41 -




---



##### Table of Contents



Income Taxes
    Discontinued Operations
  - 42 -




---



##### Table of Contents



2006
    
    
    2005Net broadcast revenue
    
    $
    5,964
    
    
    $
    6,800Station operating expense
    
    
    5,134
    
    
    
    5,244Depreciation and amortization expense
    
    
    162
    
    
    
    363Allocated interest expense
    
    
    228
    
    
    
    187Other expense, net
    
    
    
    
    
    
    23Loss on sale of radio stations
    
    
    205
    
    
    
    Gain before income taxes
    
    
    235
    
    
    
    983Income tax expense(1)
    
    
    (1,584
    )
    
    
    (344
    )Net (loss) gain
    
    $
    (1,349
    )
    
    $
    639
 
 (1)
    
    Income tax expense in 2006 is primarily related to the write-off of
non-deductible goodwill associated with the
Chico and Redding divestiture. Same Station Results
   - 43 -




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##### Table of Contents



Quarter 1
    
    2006
    
    
    2005(74 stations in 15
    
    Net
    
    
    Net
    
    
    %markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue

    $
    18,493
    
    
    $
    18,621Less barter effect

    
    651
    
    
    
    708Same station net broadcast revenue

    $
    17,842
    
    
    $
    17,913
    
    
    
    (0.4
    )%
  Quarter 2
    
    2006
    
    
    2005(74 stations in 15
    
    Net
    
    
    Net
    
    
    %markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue

    $
    22,801
    
    
    $
    22,728Less barter effect

    
    911
    
    
    
    897Same station net broadcast revenue

    $
    21,890
    
    
    $
    21,831
    
    
    
    0.3
    %
  Quarter 3
    
    2006
    
    
    2005(62 stations in 13
    
    Net
    
    
    Net
    
    
    %markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue

    $
    21,220
    
    
    $
    21,157Less remaining stations and barter effect

    
    837
    
    
    
    918Same station net broadcast revenue

    $
    20,383
    
    
    $
    20,239
    
    
    
    0.7
    %
  - 44 -




---



##### Table of Contents



Quarter 4
    
    2006
    
    
    2005(62 stationsin13
    
    Net
    
    
    Net
    
    
    %markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    $
    25,628
    
    
    $
    19,602Less remaining stations and barter effect

    
    6,114
    
    
    
    1,111Same station net broadcast revenue
    $
    19,514
    
    
    $
    18,491
    
    
    
    5.5
    %
 2005 Compared to 2004
  Net Broadcast Revenues
   - 45 -




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##### Table of Contents



Increase (decrease)in net broadcastrevenue
    
    % ChgNet broadcast revenue variance:Local advertising
    
    $
    1,219
    
    
    
    2.0
    %National advertising
    
    
    309
    
    
    
    3.3
    %Political advertising
    
    
    (674
    )
    
    
    68.9
    %Barter revenue
    
    
    (36
    )
    
    
    1.1
    %Other
    
    
    196
    
    
    
    12.0
    %Net broadcast revenue variance
    
    $
    1,014
    
    
    
    1.3
    %
  Station Operating Expenses
  (Increase) decreasein station operatingexpenses
    
    % ChgStation operating expense variance:Technical expense
    
    $
    (12
    )
    
    
    0.4
    %Programming expense
    
    
    (747
    )
    
    
    4.9
    %Promotion expense
    
    
    (236
    )
    
    
    8.9
    %Sales expense
    
    
    (252
    )
    
    
    1.6
    %Administrative expense
    
    
    (548
    )
    
    
    5.1
    %Barter expense
    
    
    (78
    )
    
    
    2.5
    %Total station operating expense variance
    
    $
    (1,873
    )
    
    
    3.7
    %
  - 46 -




---



##### Table of Contents



Depreciation and Amortization
  Corporate Expense
  Impairment of Indefinite-Lived Intangible Assets
  Interest Expense
  Other Income (Expense), Net
  - 47 -




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Income Taxes
    Discontinued Operations
  - 48 -




---



##### Table of Contents



2005
    
    
    2004Net broadcast revenue
    
    $
    6,800
    
    
    $
    6,833Station operating expense
    
    
    5,244
    
    
    
    5,484Depreciation and amortization expense
    
    
    363
    
    
    
    750Allocated interest expense
    
    
    187
    
    
    
    250Other expense, net
    
    
    23
    
    
    
    45Gain on sale of radio stations
    
    
    
    
    
    
    (11,625
    )Gain before income taxes
    
    
    983
    
    
    
    11,929Income tax expense
    
    
    (344
    )
    
    
    (4,951
    )Net gain
    
    $
    639
    
    
    $
    6,978
 LIQUIDITY AND CAPITAL RESOURCES
 Executive Overview
     - 49 -




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##### Table of Contents



Cash Requirements
  Payments Due by PeriodContractual
    
    
    
    
    
    One year
    
    Two to
    
    Four toObligation
    
    Total
    
    or less
    
    three years
    
    five years
    
    ThereafterLong-term
debt (1)
    
    $
    215,000
    
    
    $
    1,150
    
    
    $
    9,800
    
    
    $
    19,800
    
    
    $
    184,250Purchase obligations (2)
    
    
    28,607
    
    
    
    11,173
    
    
    
    13,890
    
    
    
    2,123
    
    
    
    1,421Capital leases
    
    
    201
    
    
    
    95
    
    
    
    84
    
    
    
    18
    
    
    
    4Interest payment
obligations (3)
    
    
    90,889
    
    
    
    14,727
    
    
    
    27,494
    
    
    
    24,308
    
    
    
    24,360High Definition radio
capital obligations (4)
    
    
    7,200
    
    
    
    1,350
    
    
    
    3,600
    
    
    
    2,250
    
    
    
    Asset retirement
obligations
    
    
    971
    
    
    
    
    
    
    
    
    
    
    
    675
    
    
    
    296Operating leases (5)
    
    
    8,282
    
    
    
    1,624
    
    
    
    2,607
    
    
    
    1,854
    
    
    
    2,197Total contractual
cash obligations
    
    $
    351,150
    
    
    $
    30,119
    
    
    $
    57,475
    
    
    $
    51,028
    
    
    $
    212,528
 - 50 -




---



##### Table of Contents



(1)
    
    If we would default on the terms of our credit agreement, approximately $213.9
million of long-term debt could be accelerated to currently due and payable. Under the terms of
our credit agreement, our maximum borrowings began reducing over a seven-year period commencing in
2007. Based upon our outstanding borrowings at December 31, 2006, these payments would be required
to maintain compliance with the terms and conditions of our credit agreement.(2)
    
    Includes employment contracts of approximately $6.6 million and sports rights,
ratings services, music license fees and other programming contracts of approximately $22.0
million. Employment contracts, sports rights, ratings services and programming contracts are
expensed over the life of the contract in station operating expense or corporate general and
administrative expense.(3)
    
    Represents interest payments on the amortizing balances of the term loan and
revolving credit facilities, assuming all-in interest rates ranging from 7% to 9%.(4)
    
    Represents estimated capital requirements to implement HD radio per a contractual
agreement with Ibiquity Digital Corporation. Regent may choose to accelerate the expenditures if
the economic benefits of broadcasting HD radio make it advantageous to do so.(5)
    
    Operating leases are included in station operating expense.  TotalTerm A Loan
    
    
    Term B Loan
    
    
    Paydowns2007
    
    $
    
    
    
    $
    1,150
    
    
    $
    1,1502008
    
    
    2,500
    
    
    
    1,150
    
    
    
    3,6502009
    
    
    5,000
    
    
    
    1,150
    
    
    
    6,1502010
    
    
    7,500
    
    
    
    1,150
    
    
    
    8,6502011
    
    
    10,000
    
    
    
    1,150
    
    
    
    11,1502012
    
    
    12,500
    
    
    
    1,150
    
    
    
    13,6502013
    
    
    12,500
    
    
    
    108,100
    
    
    
    120,600$
    50,000
    
    
    $
    115,000
    
    
    $
    165,000
 Sources of Funds
   - 51 -




---



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- 52 -




---



##### Table of Contents



Uses of Funds
  - 53 -




---



##### Table of Contents



Off-Balance Sheet Financing Arrangements
   
   - 54 -




---



##### Table of Contents



PageFinancial Statements:Managements Report on Internal Control Over Financial Reporting
    
    
    56Report of Independent Registered Public Accounting Firm
    
    
    57Report of Independent Registered Public Accounting Firm
    
    
    59Report of Independent Registered Public Accounting Firm
    
    
    61Consolidated Statements of Operations and Comprehensive
(Loss) Income for the years ended December 31, 2006, 2005 and 2004
    
    
    62Consolidated Balance Sheets at December 31, 2006 and 2005
    
    
    63Consolidated Statements of Cash Flows for the
years ended December 31, 2006, 2005 and 2004
    
    
    64Consolidated Statements of Changes in Stockholders Equity for
the years ended December 31, 2006, 2005 and 2004
    
    
    65Notes to Consolidated Financial Statements
    
    
    66Financial Statement Schedule:For each of the three years in the period ended December 31, 2006:II  Valuation and Qualifying Accounts
    
    
    96
  - 55 -




---



##### 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/
William L. Stakelin
  /s/
Anthony A. Vasconcellos
  - 56 -




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework
 - 57 -




---



##### Table of Contents



Internal ControlIntegrated Framework
   
 - 58 -




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     - 59 -




---



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ControlIntegrated Framework
  
 - 60 -




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
 - 61 -




---



##### Table of Contents



YEAR ENDED DECEMBER 31,2006
    
    
    2005
    
    
    2004Broadcast revenues, net of agency commissions of
$9,171, $8,324 and $8,090 for the years ended
December 31, 2006, 2005 and 2004, respectively
    
    $
    85,033
    
    
    $
    78,800
    
    
    $
    77,786Station operating expenses
    
    
    56,987
    
    
    
    52,352
    
    
    
    50,479Depreciation and amortization
    
    
    5,187
    
    
    
    4,985
    
    
    
    5,351Corporate general and administrative expenses
    
    
    6,743
    
    
    
    7,945
    
    
    
    7,680Impairment of indefinite-lived intangible assets
    
    
    48,398
    
    
    
    20,800
    
    
    
    Local marketing agreement fee
    
    
    1,716
    
    
    
    
    
    
    
    Loss on sale of radio stations
    
    
    1,585
    
    
    
    
    
    
    
    Loss on sale of long-lived assets
    
    
    86
    
    
    
    200
    
    
    
    363Operating (loss) income
    
    
    (35,669
    )
    
    
    (7,482
    )
    
    
    13,913Interest expense
    
    
    (7,642
    )
    
    
    (4,588
    )
    
    
    (3,460
    )Realized and unrealized gain on derivatives
    
    
    1,770
    
    
    
    
    
    
    
    Other income (expense), net
    
    
    242
    
    
    
    1,121
    
    
    
    (160
    )(Loss) income from continuing operations before income
taxes
    
    
    (41,299
    )
    
    
    (10,949
    )
    
    
    10,293Income tax benefit (expense)
    
    
    16,052
    
    
    
    3,671
    
    
    
    (4,036
    )(Loss) income from continuing operations
    
    
    (25,247
    )
    
    
    (7,278
    )
    
    
    6,257Discontinued operations:Results from operations of discontinued operations, net
of income taxes
    
    
    276
    
    
    
    639
    
    
    
    178(Loss) gain on sale of discontinued operations, net of
income taxes
    
    
    (1,625
    )
    
    
    
    
    
    
    6,800(Loss) gain on discontinued operations, net of income
taxes
    
    
    (1,349
    )
    
    
    639
    
    
    
    6,978NET (LOSS) INCOME
    
    
    (26,596
    )
    
    
    (6,639
    )
    
    
    13,235Other comprehensive (loss) income, net of tax:Net unrealized (loss) gain on cash flow hedge
    
    
    (94
    )
    
    
    238
    
    
    
    55NET COMPREHENSIVE (LOSS) INCOME
    
    $
    (26,690
    )
    
    $
    (6,401
    )
    
    $
    13,290BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE:(Loss) income from continuing operations
    
    $
    (0.64
    )
    
    $
    (0.17
    )
    
    $
    0.14Discontinued operations
    
    
    (0.03
    )
    
    
    0.02
    
    
    
    0.15Net (loss) income
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29Weighted average number of common shares
used in basic calculation
    
    
    39,807
    
    
    
    43,214
    
    
    
    45,780Weighted average number of common shares
used in diluted calculation
    
    
    39,807
    
    
    
    43,214
    
    
    
    46,164
  - 62 -




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##### Table of Contents



DECEMBER 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,250
    
    
    $
    846Accounts receivable, net of allowance of $898 and
$802 at December 31, 2006 and 2005,
respectively
    
    
    16,538
    
    
    
    13,224Other current assets
    
    
    1,933
    
    
    
    1,983Total current assets
    
    
    22,721
    
    
    
    16,053Property and equipment, net
    
    
    36,753
    
    
    
    36,131Intangible assets, net
    
    
    342,100
    
    
    
    290,071Goodwill
    
    
    43,655
    
    
    
    30,736Other assets
    
    
    6,416
    
    
    
    1,490Total assets
    
    $
    451,645
    
    
    $
    374,481LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    1,150
    
    
    $
    6,175Accounts payable
    
    
    1,710
    
    
    
    1,558Accrued compensation
    
    
    1,953
    
    
    
    1,520Other current liabilities
    
    
    4,498
    
    
    
    3,188Total current liabilities
    
    
    9,311
    
    
    
    12,441Long-term debt, less current portion
    
    
    213,850
    
    
    
    78,275Other long-term liabilities
    
    
    2,576
    
    
    
    875Deferred taxes
    
    
    6,748
    
    
    
    20,834Total liabilities
    
    
    232,485
    
    
    
    112,425Commitments and Contingencies (Note 13)Stockholders equity:Common stock, $.01 par value, 100,000,000 shares authorized;
48,344,292 and 48,085,992 shares issued at
December 31, 2006 and 2005, respectively
    
    
    483
    
    
    
    481Treasury stock, 9,953,216 and 6,475,759 shares, at cost at
December 31, 2006 and 2005, respectively
    
    
    (53,099
    )
    
    
    (36,774
    )Additional paid-in capital
    
    
    348,518
    
    
    
    348,401Accumulated other comprehensive loss
    
    
    
    
    
    
    94Accumulated deficit
    
    
    (76,742
    )
    
    
    (50,146
    )Total stockholders equity
    
    
    219,160
    
    
    
    262,056Total liabilities and stockholders equity
    
    $
    451,645
    
    
    $
    374,481
  - 63 -




---



##### Table of Contents



YEAR ENDED DECEMBER 31,2006
    
    
    2005
    
    
    2004Cash flows from operating activities:Net (loss) income
    
    $
    (26,596
    )
    
    $
    (6,639
    )
    
    $
    13,235Adjustments to reconcile net (loss) income to net cash provided
by operating activities:Impairment of indefinite-lived intangible assets and goodwill
    
    
    48,398
    
    
    
    20,800
    
    
    
    Depreciation and amortization
    
    
    5,349
    
    
    
    5,348
    
    
    
    6,101Provision for doubtful accounts
    
    
    632
    
    
    
    462
    
    
    
    536Deferred income tax (benefit) expense
    
    
    (14,572
    )
    
    
    (3,256
    )
    
    
    8,689Write-off of unamortized deferred finance costs
    
    
    742
    
    
    
    
    
    
    
    Non-cash interest expense
    
    
    348
    
    
    
    423
    
    
    
    409Non-cash charge for compensation
    
    
    819
    
    
    
    994
    
    
    
    641Unrealized gain on derivatives
    
    
    (1,710
    )
    
    
    
    
    
    
    Loss (gain) on sale of radio stations, net
    
    
    1,791
    
    
    
    
    
    
    
    (11,625
    )Loss on sale of long-lived assets
    
    
    86
    
    
    
    224
    
    
    
    407Other, net
    
    
    44
    
    
    
    (264
    )
    
    
    (293
    )Changes in operating assets and liabilities, net of acquisitions and
dispositions:Accounts receivable
    
    
    (4,000
    )
    
    
    48
    
    
    
    (743
    )Other assets
    
    
    (98
    )
    
    
    (29
    )
    
    
    (406
    )Current and long-term liabilities
    
    
    1,354
    
    
    
    (605
    )
    
    
    1,258Net cash provided by operating activities
    
    
    12,587
    
    
    
    17,506
    
    
    
    18,209Cash flows from investing activities:Acquisitions of radio stations, net of cash acquired, acquisition-
related costs, and escrow deposits on pending acquisitions
    
    
    (137,798
    )
    
    
    (506
    )
    
    
    (14,203
    )Capital expenditures
    
    
    (2,787
    )
    
    
    (3,848
    )
    
    
    (3,843
    )Net proceeds from the sale of radio stations
    
    
    20,875
    
    
    
    
    
    
    
    Net proceeds from sale of long-lived assets and other
    
    
    11
    
    
    
    453
    
    
    
    30Net cash used in investing activities
    
    
    (119,699
    )
    
    
    (3,901
    )
    
    
    (18,016
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    168
    
    
    
    12
    
    
    
    Proceeds from long-term debt
    
    
    258,300
    
    
    
    22,000
    
    
    
    19,000Principal payments on long-term debt
    
    
    (127,750
    )
    
    
    (14,067
    )
    
    
    (10,373
    )Payment of financing costs
    
    
    (2,906
    )
    
    
    (39
    )
    
    
    (86
    )Treasury stock purchases
    
    
    (17,194
    )
    
    
    (21,787
    )
    
    
    (8,996
    )Repayment of capital lease obligations
    
    
    (102
    )
    
    
    (124
    )
    
    
    (165
    )Net cash provided by (used in) financing activities
    
    
    110,516
    
    
    
    (14,005
    )
    
    
    (620
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,404
    
    
    
    (400
    )
    
    
    (427
    )Cash and cash equivalents at beginning of year
    
    
    846
    
    
    
    1,246
    
    
    
    1,673Cash and cash equivalents at end of year
    
    $
    4,250
    
    
    $
    846
    
    
    $
    1,246Supplemental schedule of non-cash investing and financing activities:Capital lease obligations for property and equipment
    
    $
    108
    
    
    $
    64
    
    
    $
    148Fair value of assets exchanged, excluding amount paid
in cash
    
    $
    
    
    
    $
    
    
    
    $
    44,594Note receivable for sale of radio stations
    
    $
    925
    
    
    $
    
    
    
    $
    Accrued capital expenditures
    
    $
    49
    
    
    $
    
    
    
    $
    Supplemental data:Cash paid for interest
    
    $
    6,103
    
    
    $
    4,377
    
    
    $
    3,311Cash paid for income taxes
    
    $
    103
    
    
    $
    252
    
    
    $
    160
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##### Table of Contents



AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Treasury
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersStock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    (Loss) Income
    
    
    EquityBalance, December 31, 2003
    
    $
    481
    
    
    $
    (7,758
    )
    
    $
    348,016
    
    
    $
    (56,742
    )
    
    $
    (199
    )
    
    $
    283,798Stock bonus award (13,580 shares)
    
    
    
    
    
    
    75
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    95Issuance of 68,356 shares of treasury stock
for 401(k) match, net of forfeitures
    
    
    
    
    
    
    425
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    414Issuance of 42,323 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    260
    
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    223Purchase of 1,540,020 shares of treasury stock
    
    
    
    
    
    
    (8,996
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,996
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,235
    
    
    
    
    
    
    
    13,235Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    55Balance, December 31, 2004
    
    
    481
    
    
    
    (15,994
    )
    
    
    347,990
    
    
    
    (43,507
    )
    
    
    (144
    )
    
    
    288,826Stock bonus award (37,517 shares)
    
    
    
    
    
    
    235
    
    
    
    (40
    )
    
    
    
    
    
    
    
    
    
    
    195Issuance of 88,975 shares of treasury stock
for 401(k) match, net of forfeitures
    
    
    
    
    
    
    498
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    478Issuance of 49,126 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    274
    
    
    
    (49
    )
    
    
    
    
    
    
    
    
    
    
    225Purchase of 3,692,911 shares of treasury stock
    
    
    
    
    
    
    (21,787
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,787
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    508Exercise of 2,500 common stock options
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,639
    )
    
    
    
    
    
    
    (6,639
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    238
    
    
    
    238Balance, December 31, 2005
    
    
    481
    
    
    
    (36,774
    )
    
    
    348,401
    
    
    
    (50,146
    )
    
    
    94
    
    
    
    262,056Issuance of 258,300 restricted shares, net of forfeitures
    
    
    2
    
    
    
    
    
    
    
    310
    
    
    
    
    
    
    
    
    
    
    
    312Issuance of 113,819 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    604
    
    
    
    (129
    )
    
    
    
    
    
    
    
    
    
    
    475Issuance of 48,837 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    265
    
    
    
    (97
    )
    
    
    
    
    
    
    
    
    
    
    168Purchase of 3,640,113 shares of treasury stock
    
    
    
    
    
    
    (17,194
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,194
    )Stock-based compensation expense related to
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    33Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,596
    )
    
    
    
    
    
    
    (26,596
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    (94
    )Balance, December 31, 2006
    
    $
    483
    
    
    $
    (53,099
    )
    
    $
    348,518
    
    
    $
    (76,742
    )
    
    $
    
    
    
    $
    219,160
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##### Table of Contents



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 1.
    
    SUMMARY OF ACCOUNTING POLICIES
 a.
    
    CONSOLIDATION:The consolidated financial statements include the accounts of Regent Communications,
Inc. (Regent or the Company) and its subsidiaries, all of which are wholly owned,
and entities for which Regent is the primary beneficiary. All significant intercompany
transactions and balances have been eliminated in consolidation.b.
    
    DESCRIPTION OF BUSINESS:Regent is a radio broadcasting company whose primary business is to acquire, develop,
and operate radio stations in mid-sized and small markets throughout the United States.
The Company owns radio stations in the following markets: Ft. Collins-Greeley,
Colorado; Bloomington and Peoria, Illinois; Evansville, Indiana; Owensboro, Kentucky;
Lafayette, Louisiana; Flint and Grand Rapids, Michigan; St. Cloud, Minnesota; Albany,
Buffalo, Utica, and Watertown, New York; and El Paso, Texas.c.
    
    USE OF ESTIMATES:The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.d.
    
    CASH AND CASH EQUIVALENTS:Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.e.
    
    PROPERTY AND EQUIPMENT:Property and equipment are stated at cost. Major additions or improvements are
capitalized, while repairs and maintenance are charged to expense. Property and
equipment are depreciated on a straight-line basis over the estimated useful life of
the assets. Buildings are depreciated over thirty-nine years, broadcasting equipment
over a three-to-twenty-year life, computer equipment and software over a three-to-five
year life, and furniture and fixtures generally over a ten-year life. Leasehold
improvements are amortized over the shorter of their useful lives or the terms of the
related leases. Upon sale or disposition of an asset, the cost and related accumulated
depreciation are removed from the accounts and any gain or loss is recognized as a
component of operating income in the statement of operations.f.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS:Intangible assets consist principally of the value of FCC licenses and other
definite-lived intangible assets. Goodwill represents the excess of the purchase price
over the fair value of net assets of acquired radio stations. The Company follows the
provisions of Statement of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS
142) (See Note 8), which requires that a company perform impairment testing annually,
or more frequently if events or circumstances indicate that the asset may be impaired,
using a direct valuation methodology for those assets determined to have an indefinite
life. To test goodwill for potential impairment, the Company compares the fair value of
the reporting unit with its carrying amount. Consistent with prior years, in 2006, the
Company determined the reporting unit as a radio market. If the fair value of any
reporting unit is less than its carrying amount, an indication exists that the amount
of goodwill attributed to the reporting unit may be impaired and the Company is
required to perform a second step of the impairment test. In the second step, the
Company compares the implied fair value of each reporting units goodwill, determined
by allocating the reporting units fair value to all of its assets and liabilities, to
the carrying amount of the reporting unit. If the fair value is less than the carrying
value, the Company will record an impairment charge up to the carrying value of the
recorded goodwill, with a corresponding impairment charge to operating expense.SFAS 142 also requires the Company to test its FCC licenses and other indefinite-lived
intangible assets for impairment by comparing their estimated fair values to their
carrying values. If the carrying amount of an intangible asset exceeds its fair value,
an impairment charge is recorded to operating expense for the amount equal to the
excess. The Company utilizes the greenfield methodology, a widely-used direct
valuation methodology, to value its FCC licenses. This method assumes an inception
value for FCC licenses and employs a discounted cash flow methodology and accepted
appraisal techniques to estimate the fair value of each license.Pre-sold advertising contracts are amortized on a straight-line basis over a
six-month period. Intangible assets related to non-competition agreements, sports
rights agreements, and employment agreements are amortized on a straight-line basis
over the life of the respective agreement, while advertiser lists and advertiser
relationships are amortized over a three-year period.g.
    
    IMPAIRMENT OF LONG-LIVED ASSETS:Long-lived assets (including property, equipment, and intangible assets subject to
amortization) to be held and used are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds
the sum of the undiscounted cash flows expected to result from the use and eventual
disposal of the asset. If it were determined that the carrying amount of an asset was
not recoverable, an impairment loss would be recorded for the difference between the
carrying amount and the fair value of the asset. The Company determines the fair value
of its long-lived assets based upon the market value of similar assets, if available,
or independent appraisals, if necessary. Long-lived assets to be disposed of and/or
held for sale are reported at the lower of carrying amount or fair value, less cost to
sell. The fair value of assets held for sale is determined in the same manner as
described for assets held and used.h.
    
    DEFERRED FINANCING COSTS:Deferred financing costs are amortized to interest expense using the effective interest
method over the term of the related debt.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 i.
    
    CONCENTRATIONS OF CREDIT RISK:Financial instruments which potentially subject the Company to concentrations of credit
risk consist primarily of accounts receivable. The credit risk is limited due to the
large number of customers comprising the Companys customer base and their dispersion
across several different geographic areas of the country. The Company also maintains
cash in bank accounts at financial institutions where the balance, at times, exceeds
federally insured limits.j.
    
    REVENUE RECOGNITION:Broadcast RevenueBroadcast revenue for commercial broadcasting advertisements is recognized when the
commercial is broadcast. Revenue is reported net of agency commissions. Agency
commissions are calculated based on a stated percentage applied to gross billing
revenue for advertisers that use agencies.Barter TransactionsBarter transactions (advertising provided in exchange for goods and services) are
reported at the estimated fair value of the products or services received. Revenue from
barter transactions is recognized when advertisements are broadcast, and merchandise or
services received are charged to expense when received or used. If merchandise or
services are received prior to the broadcast of the advertising, a liability (deferred
barter revenue) is recorded. If advertising is broadcast before the receipt of the
goods or services, a receivable is recorded. Barter revenue was approximately $3.2
million, $3.4 million, and $3.4 million and barter expense was approximately $3.2
million, $3.2 million, and $3.1 million for the years ended December 31, 2006, 2005 and
2004 respectively.Time Brokerage AgreementsAt times, the Company enters into time brokerage agreements or local marketing
agreements (together TBAs) in connection with the purchase of radio stations. In most
cases, a TBA is in effect from the signing of the acquisition agreement, or shortly
thereafter, through the closing date of the purchase. Generally, under the contractual
terms of a TBA, the buyer agrees to furnish the programming content for and provide
other services to the stations, and in return, receives the right to sell and broadcast
advertising on the station and collect receipts for such advertising. During the period
the Company operates stations under TBAs, it recognizes revenue and expense for such
stations in the same manner as for owned stations. At December 31, 2006, the Company
operated one station under a TBA. There were no stations operated under TBAs at
December 31, 2005. Revenues and expenses related to such stations are included in
operations since the effective dates of the TBAs.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 k.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS:Short-Term InstrumentsDue to their short-term maturity, the carrying amount of accounts receivable, accounts
payable and accrued expenses approximated their fair value at December 31, 2006 and
2005.Investments in Marketable SecuritiesInvestments in marketable securities, primarily mutual funds, are categorized as
trading securities, which are reported at fair value, with changes in fair value
recorded in consolidated net income (loss). The fair value of marketable securities is
estimated based on quoted market prices for those securities. The marketable
securities are included in other current assets.Long-Term DebtThe fair value of the Companys long-term debt is estimated based on the current rates
offered to the Company for debt of the same remaining maturities. Based on borrowing
rates currently available, the fair value of long-term debt approximates its carrying
value at December 31, 2006 and 2005.Interest Rate SwapsAt times, the Company enters into interest rate swap agreements to manage its exposure
to interest rate movements by effectively converting a portion of its debt from
variable to fixed rates. The Company follows the provisions of Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS 133), as amended by SFAS 137, SFAS 138 and SFAS 149, which
requires that all derivative financial instruments, such as interest rate swap
agreements, be recognized in the financial statements as assets or liabilities and be
measured at fair value. If certain conditions are met, a derivative may be designated
as a cash flow hedge, a fair value hedge or a foreign currency hedge. An entity that
elects to apply hedge accounting is required to establish at the inception of the hedge
the method it will use for assessing the effectiveness of the hedge and the measurement
method it will use to assess the fair value of the hedge. Changes in the fair value of
derivative instruments are either recognized periodically in income or as a component
of stockholders equity, in accumulated other comprehensive income (loss). The fair
value of the hedge instruments is determined by obtaining quotations from the financial
institutions that are counterparties to the Companys hedge agreements. If the Company
chooses to apply hedge accounting, it formally documents all relationships between
hedging instruments and hedged items, as well as its risk management objective and
strategy for undertaking various hedge transactions. The Company also formally
assesses, both at the inception of the hedge and on an ongoing basis, whether each
derivative is highly effective in offsetting changes in cash flows of the hedged item.
If it is determined that a derivative is not highly effective as a hedge, or if a
derivative ceases to be a highly effective hedge, the Company will discontinue hedge
accounting prospectively. If hedge accounting is not applied to an interest rate swap
agreement, revaluation gains and
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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 losses associated with changes in the fair value measurement of the swap are recorded
within realized and unrealized gain on derivatives in the Consolidated Statements of
Operations and Comprehensive (Loss) Income. There were no hedging relationships in
place as of December 31, 2006.l.
    
    INCOME TAXES:Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount
more likely than not to be realized.m.
    
    ADVERTISING AND PROMOTION COSTS:Costs of media advertising and associated production costs are expensed to station
operating expenses the first time the advertising takes place. The Company recorded
advertising expenses of approximately $1.8 million, $2.0 million, and $1.6 million for
the years ended December 31, 2006, 2005, and 2004, respectively.n.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:The Companys trade accounts receivable are generally non-interest bearing. The Company
maintains an allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. The allowance is calculated
based on a percentage of cash revenue, and includes a provision for known issues.
Customer account activity is routinely reviewed to assess the adequacy of the allowance
provided for potential losses. Account balances are charged off against the allowance
when it is probable the receivable will not be recovered.o.
    
    VARIABLE INTEREST ENTITIES:The Company follows the provisions of Financial Accounting Standards Board
Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation
of ARB No. 51 (FIN 46R), as revised. Under the provisions of FIN 46R, the Company
is required to consolidate the operations of entities for which it is the primary
beneficiary, and deconsolidate those entities for which it is no longer the primary
beneficiary. The Company may be required to consolidate the operations of stations it
operates as a lessee under time brokerage or local marketing agreements, or
deconsolidate those stations it leases to other broadcasting entities under time
brokerage or local marketing agreements.p.
    
    STOCK-BASED COMPENSATION PLANS:In January 2006, the Company implemented the provisions of Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment (SFAS 123R). SFAS 123R is
applicable to share-based compensation arrangements, including stock options,
restricted share plans, performance-based awards, stock appreciation rights, and
employee stock purchase plans. Under the provisions of SFAS 123R, companies are
required to record compensation expense for share-based payment transactions. At
December 31, 2006, the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Company had five stock-based employee compensation plans, which are more fully
described in Note 6.q.
    
    DISCONTINUED OPERATIONS:Disposal of Markets
   2006
    
    2005
    
    2004Net revenue
    
    $
    5,964
    
    
    $
    6,800
    
    
    $
    6,833Depreciation and amortization
    
    
    162
    
    
    
    363
    
    
    
    750Allocated interest expense
    
    
    228
    
    
    
    187
    
    
    
    250Gain before income taxes
    
    
    235
    
    
    
    983
    
    
    
    11,929
 r.
    
    BUSINESS SEGMENTS:
  s.
    
    ASSET RETIREMENT OBLIGATIONS
  - 71 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2.
    
    ACQUISITIONS AND DISPOSITIONS
  2006 Acquisitions and Dispositions
    - 72 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    PRO FORMA (UNAUDITED)(In thousands, except per shareamounts)Year Ended December 31,2006
    
    2005Net broadcast revenues
    
    $
    101,085
    
    
    $
    99,801Net loss
    
    $
    (25,843
    )
    
    $
    (5,335
    )Basic and diluted loss per common share:Net loss
    
    $
    (0.65
    )
    
    $
    (0.12
    )
  Subsequently Completed Acquisition
  2005 Disposition
  - 73 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2004 Acquisitions and Dispositions
    - 74 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 3.
    
    LONG-TERM DEBTLong-term debt consists of the following as of December 31 (in thousands):
 2006
    
    
    2005Senior secured Term A Loan
    
    $
    50,000
    
    
    $
    Senior secured Term B Loan
    
    
    115,000
    
    
    
    Senior secured revolving credit facility
    
    
    50,000
    
    
    
    Senior reducing term loan (old facility)
    
    
    
    
    
    
    60,450Senior reducing revolving credit facility (old facility)
    
    
    
    
    
    
    24,000Less: current portion of long-term debt
    
    
    (1,150
    )
    
    
    (6,175
    )$
    213,850
    
    
    $
    78,275
 Senior Reducing Revolving Credit Agreement
    - 75 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Term B Loan
    
    Term A LoanDecember 31,
    
    Commitment
    
    Commitment2007
    
    $
    113,850
    
    
    $
    50,0002008
    
    
    112,700
    
    
    
    47,5002009
    
    
    111,550
    
    
    
    42,5002010
    
    
    110,400
    
    
    
    35,0002011
    
    
    109,250
    
    
    
    25,0002012
    
    
    108,100
    
    
    
    12,500
    - 76 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2007
    
    $
    1,1502008
    
    
    3,6502009
    
    
    6,1502010
    
    
    8,6502011
    
    
    11,150Thereafter
    
    
    184,250$
    215,000
  4.
    
    SUPPLEMENTAL GUARANTOR INFORMATION
  5.
    
    CAPITAL STOCK
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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      6.
    
    STOCK-BASED COMPENSATION PLANSShare-based Plans1998 Management Stock Option Plan
  - 78 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2001 Directors Stock Option Plan
  2005 Incentive Compensation Plan
  2006 Directors Equity Compensation Plan
  - 79 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Employee Stock Purchase Plan
  Stock Compensation
  - 80 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Year Ended December 31,2005
    
    
    2004Net (loss) income, as reported
    
    $
    (6,639
    )
    
    $
    13,235Add: Stock-based employee compensation
included in reported net (loss) income,
net of
related tax effects
    
    
    335
    
    
    
    1Deduct: Total stock-based employee
compensation expense determined under fair
value
based method for all awards, net of
related tax effects
    
    
    (4,195
    )
    
    
    (1,497
    )Pro forma net (loss) income
    
    $
    (10,499
    )
    
    $
    11,739Pro forma (loss) income applicable to common
shares
    
    $
    (10,499
    )
    
    $
    11,739Basic (loss) income per share:As reported
    
    $
    (0.15
    )
    
    $
    0.29Pro forma
    
    $
    (0.24
    )
    
    $
    0.26Diluted (loss) income per share:As reported
    
    $
    (0.15
    )
    
    $
    0.29Pro forma
    
    $
    (0.24
    )
    
    $
    0.25
  - 81 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    2005
    
    2004ISOs
    
    NQSOs
    
    ISOs
    
    NQSOsDividends
    
    None
    
    None
    
    None
    
    NoneVolatility
    
    
    63.5
    %
    
    
    64.8
    %
    
    
    60.7
    %
    
    
    61.0
    %Risk-free interest rate
    
    
    3.82
    %
    
    
    3.75
    %
    
    
    3.38
    %
    
    
    3.42
    %Expected term
    
    5 years
    
    5 years
    
    5 years
    
    5 years
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  WEIGHTED AVERAGESHARES
    
    
    EXERCISE PRICECompany options held by employees and Directors:At December 31, 2003
    
    
    3,483,916
    
    
    $
    6.04Granted
    
    
    516,623
    
    
    $
    6.43Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (125,750
    )
    
    $
    6.96Company options held by employees and Directors:At December 31, 2004
    
    
    3,874,789
    
    
    $
    6.07Granted
    
    
    561,250
    
    
    $
    5.36Exercised
    
    
    (2,500
    )
    
    $
    5.00Forfeited/expired
    
    
    (163,500
    )
    
    $
    5.50Company options held by employees and Directors:At December 31, 2005
    
    
    4,270,039
    
    
    $
    5.94Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (101,000
    )
    
    $
    6.74Company options held by employees and Directors:At December 31, 2006
    
    
    4,169,039
    
    
    $
    5.92
  OPTIONS OUTSTANDING
    
    
    OPTIONS EXERCISABLEWEIGHTEDAVERAGE
    
    
    WEIGHTED
    
    
    
    
    
    
    WEIGHTEDREMAINING
    
    
    AVERAGE
    
    
    
    
    
    
    AVERAGEEXERCISE
    
    
    
    
    
    CONTRACTUAL
    
    
    EXERCISE
    
    
    
    
    
    
    EXERCISEPRICE
    
    SHARES
    
    
    LIFE (YEARS)
    
    
    PRICE
    
    
    SHARES
    
    
    PRICE$6.13-$7.83
    
    
    1,562,373
    
    
    
    5.3
    
    
    $
    7.07
    
    
    
    1,562,373
    
    
    $
    7.07$5.00-$5.89
    
    
    2,606,666
    
    
    
    3.8
    
    
    $
    5.23
    
    
    
    2,606,666
    
    
    $
    5.234,169,039
    
    
    
    
    
    
    
    
    
    
    
    4,169,039
  ,
 - 83 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    WEIGHTED AVERAGESHARES
    
    
    GRANT-DATE FAIR VALUECompany nonvested shares held by employees and Directors:At December 31, 2005
    
    
    
    
    
    
    Granted
    
    
    274,100
    
    
    $
    4.64Vested
    
    
    (7,800
    )
    
    $
    4.74Forfeited/expired
    
    
    (15,800
    )
    
    $
    4.43Company nonvested shares held by employees and Directors:At December 31, 2006
    
    
    250,500
    
    
    $
    4.65
 7.
    
    EARNINGS PER SHARE
  - 84 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   YEAR ENDED DECEMBER 31,2006
    
    
    2005
    
    2004Net (loss) income from continuing operations
    
    $
    (25,247
    )
    
    $
    (7,278
    )
    
    $
    6,257(Loss) income from discontinued operations,
net of applicable income taxes of $1,584, $344,
and $4,951, respectively
    
    
    (1,349
    )
    
    
    639
    
    
    
    6,978Net (loss) income
    
    $
    (26,596
    )
    
    $
    (6,639
    )
    
    $
    13,235Weighted average basic common shares
    
    
    39,807
    
    
    
    43,214
    
    
    
    45,780Dilutive effect of stock options and warrants
    
    
    
    
    
    
    
    
    
    
    384Weighted average diluted common shares
    
    
    39,807
    
    
    
    43,214
    
    
    
    46,164Net (loss) income per common share:Basic and diluted:Net (loss) income from continuing
operations
    
    $
    (0.64
    )
    
    $
    (0.17
    )
    
    $
    0.14Discontinued operations
    
    
    (0.03
    )
    
    
    0.02
    
    
    
    0.15Net (loss) income
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29
 - 85 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS
  Definite-lived Intangible Assets
  December 31,
    
    
    December 31,2006
    
    
    2005Gross Carrying
    
    
    Accumulated
    
    
    Gross
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Carrying Amount
    
    
    AmortizationNon-compete agreements
    
    $
    219
    
    
    $
    24
    
    
    $
    1,315
    
    
    $
    1,081Pre-sold advertising
contracts
    
    
    1,535
    
    
    
    774
    
    
    
    
    
    
    
    Sports
rights,
employment agreements
and advertiser lists
and relationships
    
    
    779
    
    
    
    365
    
    
    
    814
    
    
    
    277Total
    
    $
    2,533
    
    
    $
    1,163
    
    
    $
    2,129
    
    
    $
    1,358
  - 86 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Indefinite-lived Intangible Assets
  Balance as of December 31, 2004
    
    $
    307,598Impairment of FCC licenses
    
    
    (18,300
    )Adjustments
    
    
    2Balance as of December 31, 2005
    
    
    289,300Purchase of radio station FCC licenses
    
    
    107,768Sale of radio station FCC licenses
    
    
    (15,048
    )Impairment of FCC licenses
    
    
    (41,300
    )Balance as of December 31, 2006
    
    $
    340,720
  Goodwill
  GoodwillBalance as of December 31, 2004
    
    $
    32,990Impairment of goodwill
    
    
    (2,500
    )Adjustment to purchase price allocations
    
    
    246Balance as of December 31, 2005
    
    
    30,736Impairment of goodwill
    
    
    (7,098
    )Acquisition-related goodwill
    
    
    25,277Disposition-related goodwill
    
    
    (5,260
    )Balance as of December 31, 2006
    
    $
    43,655
   - 87 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 9.
    
    INCOME TAXES
  2006
    
    
    2005
    
    
    2004Current federal
    
    $
    (55
    )
    
    $
    339
    
    
    $
    Current state
    
    
    102
    
    
    
    (410
    )
    
    
    134Total current
    
    
    47
    
    
    
    (71
    )
    
    
    134Deferred federal
    
    
    (13,871
    )
    
    
    (3,601
    )
    
    
    3,791Deferred state
    
    
    (2,063
    )
    
    
    (9
    )
    
    
    789Total deferred
    
    
    (15,934
    )
    
    
    (3,610
    )
    
    
    4,580Valuation allowance
    
    
    (165
    )
    
    
    10
    
    
    
    (678
    )Net income tax (benefit)
expense
    
    $
    (16,052
    )
    
    $
    (3,671
    )
    
    $
    4,036
   2006
    
    
    2005Deferred tax assets:Net operating loss carryforwards
    
    $
    19,493
    
    
    $
    19,257Miscellaneous accruals and credits
    
    
    561
    
    
    
    525Accounts receivable reserve
    
    
    338
    
    
    
    307Total deferred tax assets
    
    
    20,392
    
    
    
    20,089Valuation allowance
    
    
    (3,119
    )
    
    
    (3,283
    )Net deferred tax assets
    
    
    17,273
    
    
    
    16,806Deferred tax liabilities:Property and equipment
    
    
    (1,331
    )
    
    
    (2,274
    )Derivative financial instruments
    
    
    (643
    )
    
    
    (49
    )Intangible assets
    
    
    (21,564
    )
    
    
    (34,783
    )Total deferred tax liabilities
    
    
    (23,538
    )
    
    
    (37,106
    )Net deferred tax liabilities
    
    $
    (6,265
    )
    
    $
    (20,300
    )
 - 88 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    2006
    
    
    2005
    
    
    2004Federal tax expense at statutory rate
    
    
    (34.0
    )%
    
    
    (34.0
    )%
    
    
    34.0
    %Other non-deductible expenses
    
    
    0.2
    
    
    
    0.9
    
    
    
    0.7(Decrease) increase of valuation allowance
    
    
    (0.4
    )
    
    
    0.1
    
    
    
    (6.2
    )Expiration of net operating losses
    
    
    0.2
    
    
    
    0.5
    
    
    
    3.4State tax, net of federal tax benefit
    
    
    (4.8
    )
    
    
    0.8
    
    
    
    9.0Other
    
    
    (0.1
    )
    
    
    (1.8
    )
    
    
    (1.7
    )Effective tax rate
    
    
    (38.9
    )%
    
    
    (33.5
    )%
    
    
    39.2
    %
 10.
    
    DERIVATIVE FINANCIAL INSTRUMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 11.
    
    SAVINGS PLANSRegent Communications, Inc.401(k)Profit Sharing Plan
  Regent Communications, Inc. Deferred Compensation Plan
  12.
    
    OTHER FINANCIAL INFORMATIONProperty and Equipment:
  2006
    
    
    2005Equipment
    
    $
    40,506
    
    
    $
    38,827Furniture and fixtures
    
    
    2,453
    
    
    
    2,454Building and improvements
    
    
    14,142
    
    
    
    14,674Land and improvements
    
    
    4,484
    
    
    
    4,47861,585
    
    
    
    60,433Less accumulated depreciation
    
    
    (24,832
    )
    
    
    (24,302
    )Net property and equipment
    
    $
    36,753
    
    
    $
    36,131
 - 90 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Other Current Liabilities:
  2006
    
    
    2005Accrued interest
    
    $
    633
    
    
    $
    56Accrued professional fees
    
    
    390
    
    
    
    106Deferred revenue
    
    
    385
    
    
    
    343Accrued state, local and property taxes
    
    
    322
    
    
    
    192Deferred compensation plan obligation
    
    
    510
    
    
    
    372Accrued retirement payments
    
    
    
    
    
    
    402Accrued acquisition/disposition obligations
    
    
    91
    
    
    
    Accrued other
    
    
    2,167
    
    
    
    1,717$
    4,498
    
    
    $
    3,188
 13.
    
    COMMITMENTS AND CONTINGENCIES
    - 91 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Operating
    
    
    CapitalLeases
    
    
    Leases2007
    
    $
    1,624
    
    
    $
    952008
    
    
    1,519
    
    
    
    622009
    
    
    1,088
    
    
    
    222010
    
    
    985
    
    
    
    102011
    
    
    869
    
    
    
    8Thereafter
    
    
    2,197
    
    
    
    4Total minimum payments
    
    $
    8,282
    
    
    
    201Amount representing interest
    
    
    
    
    
    
    13Present value of net minimum lease payments
    
    
    
    
    
    $
    188
  - 92 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 14.
    
    QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
  1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarterended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    TotalMarch 31
    
    
    June 30
    
    

Sept. 30
    
    
    Dec. 31
    
    
    Year2006(3)Net broadcast revenues:Amount reported in previously
issued Form 10-Q
    
    $
    18,493
    
    
    $
    22,801
    
    
    $
    21,220
    
    
    $
    25,628Amount reclassified to
discontinued operations
    
    
    (1,375
    )
    
    
    (1,734
    )
    
    
    
    
    
    
    Net broadcast revenues
    
    $
    17,118
    
    
    $
    21,067
    
    
    $
    21,220
    
    
    $
    25,628
    
    
    $
    85,033Operating income (loss):Amount reported in previously
issued Form 10-Q
    
    $
    1,342
    
    
    $
    4,513
    
    
    $
    2,616
    
    
    $
    (43,806
    )Amount reclassified to
discontinued operations
    
    
    (50
    )
    
    
    (284
    )
    
    
    
    
    
    
    Operating income (loss)
    
    $
    1,292
    
    
    $
    4,229
    
    
    $
    2,616
    
    
    $
    (43,806
    )
    
    $
    (35,669
    )Income (loss) from continuing operations:Amount reported in previously
issued Form 10-Q
    
    $
    64
    
    
    $
    2,012
    
    
    $
    671
    
    
    $
    (27,862
    )Amount reclassified to
discontinued operations
    
    
    
    
    
    
    (132
    )
    
    
    
    
    
    
    Income (loss) from continuing
operations
    
    $
    64
    
    
    $
    1,880
    
    
    $
    671
    
    
    $
    (27,862
    )
    
    $
    (25,247
    )NET INCOME (LOSS):
    
    $
    64
    
    
    $
    2,012
    
    
    $
    837
    
    
    $
    (29,509
    )
    
    $
    (26,596
    )BASIC AND DILUTED NETINCOME (LOSS) PER COMMON
SHARE(1)(4)Net income (loss) per
common share
    
    $
    0.00
    
    
    $
    0.05
    
    
    $
    0.02
    
    
    $
    (0.77
    )
    
    $
    (0.67
    )
 - 93 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarterended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    TotalMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 31
    
    
    Year2005(3)Net broadcast revenues:Amount reported in previously
issued Form 10-Q
    
    $
    18,621
    
    
    $
    22,728
    
    
    $
    21,157
    
    
    $
    19,602Amount reclassified to
discontinued operations
    
    
    (1,507
    )
    
    
    (1,801
    )
    
    
    
    
    
    
    Net broadcast revenues
    
    $
    17,114
    
    
    $
    20,927
    
    
    $
    21,157
    
    
    $
    19,602
    
    
    $
    78,800Operating income (loss):Amount reported in previously
issued Form 10-Q
    
    $
    1,497
    
    
    $
    4,891
    
    
    $
    3,828
    
    
    $
    (17,153
    )Amount reclassified to
discontinued operations
    
    
    (208
    )
    
    
    (337
    )
    
    
    
    
    
    
    Operating income (loss)
    
    $
    1,289
    
    
    $
    4,554
    
    
    $
    3,828
    
    
    $
    (17,153
    )
    
    $
    (7,482
    )Income (loss) from continuing
operations:Amount reported in previously
issued Form 10-Q
    
    $
    390
    
    
    $
    2,236
    
    
    $
    1,227
    
    
    $
    (10,854
    )Amount reclassified to
discontinued operations
    
    
    (100
    )
    
    
    (177
    )
    
    
    
    
    
    
    Income (loss) from continuing
operations
    
    $
    290
    
    
    $
    2,059
    
    
    $
    1,227
    
    
    $
    (10,854
    )
    
    $
    (7,278
    )NET INCOME (LOSS):
    
    $
    386
    
    
    $
    2,224
    
    
    $
    1,403
    
    
    $
    (10,652
    )
    
    $
    (6,639
    )BASIC AND DILUTED NETINCOME (LOSS) PER COMMON
SHARE(1)(2)Net income (loss) per
common share
    
    $
    0.01
    
    
    $
    0.05
    
    
    $
    0.03
    
    
    $
    (0.26
    )
    
    $
    (0.15
    )
 
 (1)
    
    The sum of the quarterly net 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 the first three quarters of 2005, net income per common
share was the same for both the basic and diluted calculation.(3)
    
    The first and second quarters of 2006 and all four quarters of 2005 have been
restated for comparative purposes to remove the effect of discontinued operations.(4)
    
    Despite net income for the first three quarters of 2006, net income per common
share was the same for both the basic and diluted calculation. 15.
    
    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  - 94 -




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     - 95 -




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ADDITIONSBALANCE AT
    
    CHARGED TO
    
    CHARGED TO
    
    
    
    
    
    BALANCE ATBEGINNING
    
    COSTS AND
    
    OTHER
    
    
    
    
    
    THE ENDOF PERIOD
    
    EXPENSES
    
    ACCOUNTS
    
    DEDUCTIONS(1)
    
    OF PERIODAllowance for doubtful accounts:Years ended December 31,2006
    
    $
    802
    
    
    
    632
    
    
    
    
    
    
    
    536
    
    
    $
    8982005
    
    $
    844
    
    
    
    462
    
    
    
    
    
    
    
    504
    
    
    $
    8022004
    
    $
    868
    
    
    
    536
    
    
    
    
    
    
    
    560
    
    
    $
    844Deferred tax asset valuation
allowance:Years ended December 31,2006
    
    $
    3,283
    
    
    
    84
    (6)
    
    
    
    
    
    
    248
    (7)
    
    $
    3,1192005
    
    $
    3,273
    
    
    
    57
    (2)
    
    
    
    
    
    
    47
    (3)
    
    $
    3,2832004
    
    $
    3,951
    
    
    
    32
    (4)
    
    
    
    
    
    
    710
    (5)
    
    $
    3,273
 
 (1)
    
    Represents accounts written off to the reserve.(2)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2005 and scheduled to expire prior to 2017.(3)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2005.(4)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2004 and scheduled to expire prior to 2017.(5)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2004.(6)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2006 and scheduled to expire prior to 2017.(7)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired in 2006. 
    - 96 -




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Number ofsecuritiesNumber of
    
    
    
    
    
    remaining availablesecurities to be
    
    
    
    
    
    for issuance underissued upon
    
    Weighted average
    
    equity compensationexercise of
    
    exercise price of
    
    plans (excludingoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    reflected in columnand rights
    
    and rights
    
    (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,169,039
    
    
    $
    5.92
    
    
    
    3,532,704Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,169,039
    
    
    $
    5.92
    
    
    
    3,532,704
 
   
   
  
      - 99 -




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- 100 -




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REGENT COMMUNICATIONS, INC.Date: March 16, 2007
    By:
    /s/ William L. StakelinWilliam L. Stakelin, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/ William L. Stakelin

William L. Stakelin
    
    President, Chief Executive Officer,
and Director
(Principal Executive Officer)
    
    March 16, 2007/s/ Anthony A. Vasconcellos

Anthony A. Vasconcellos
    
    Executive Vice President and Chief
Financial Officer (Principal
Financial and Principal Accounting
Officer)
    
    March 16, 2007/s/ Andrew L. Lewis, IV

Andrew L. Lewis, IV
    
    Director
    
    March 16, 2007/s/ Timothy M. Mooney

Timothy M. Mooney
    
    Director
    
    March 16, 2007/s/ William P. Sutter, Jr.

William P. Sutter, Jr.
    
    Director
    
    March 16, 2007/s/ John H. Wyant

John H. Wyant
    
    Director
    
    March 16, 2007
 S-1




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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION2(a)*
    
    Asset Purchase Agreement dated as of September 1, 2006 by and among Regent Broadcasting of
Buffalo, Inc. and CBS Radio Stations Inc. (excluding schedules and exhibits not deemed
material) (previously filed as Exhibit 2.1 to the Registrants For 8-K dated December 15, 2006
and incorporated herein by this reference)3(a)*
    
    Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended
by a Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series G Preferred Stock of Regent Communications, Inc.,
filed January 21, 1999 (previously filed as Exhibit 3(a) to the Registrants Form 10-K for the
year ended December 31, 1998 and incorporated herein by this reference)3(b)*
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc. filed with the Delaware Secretary of State on November 19, 1999
(previously filed as Exhibit 3(b) to the Registrants Form 10-Q for the quarter ended June 30,
2001 and incorporated herein by this reference)3(c)*
    
    Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(c) to the Registrants Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by this reference)3(d)*
    
    Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series H Preferred Stock of Regent Communications, Inc.,
filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as
Exhibit 3(d) to the Registrants Form 10-Q for the quarter ended June 30, 1999 and
incorporated herein by this reference)
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION3(e)*
    
    Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(e) to the Registrants Form 10-Q for the quarter
ended on September 30, 1999 and incorporated herein by this reference)3(f)*
    
    Certificate of Increase of Shares Designated as Series H Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(f) to the Registrants Form 10-Q for the quarter
ended on September 30, 1999 and incorporated herein by this reference)3(g)*
    
    Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and
Other Distinguishing Characteristics of Series K Preferred Stock of Regent Communications,
Inc., filed with the Delaware Secretary of State on December 13, 1999 amending the Amended and
Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously
filed as Exhibit 3(g) to Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)3(h)*
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc. filed with the Delaware Secretary of State on March 13, 2002 (previously
filed as Exhibit 3(h) to the Registrants Form 10-K for the year ended December 31, 2001 and
incorporated herein by this reference)3(i)*
    
    Amended and Restated By-Laws of Regent Communications, Inc. adopted July 27, 2005
(previously filed as Exhibit 3(i) to the Registrants Form 10-Q for the quarter ended
September 30, 2005 and incorporated herein by this reference)4(a)*
    
    Credit Agreement dated as of November 21, 2006 among Regent Broadcasting, LLC, Regent
Communications, Inc. and the lenders identified therein (without schedules and exhibits, which
Regent has determined are not material) (previously filed as Exhibit 4 to the Registrants
Form 8-K filed November 28, 2006 and incorporated herein by this reference)4(b)*
    
    Amendment No. 1 to the Credit Agreement, dated as of February 23, 2007 among Regent
Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therein (without
schedules and exhibits, which Regent has determined are not material) (previously filed as
Exhibit 4(a) to the Registrants Form 8-K filed March 1, 2007 and incorporated herein by this
reference)4(c)*
    
    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(d)*
    
    First Amendment to Rights Agreement dated and effective as of February 27, 2004 between
Regent Communications, Inc., Fifth Third Bank, and
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTIONComputershare Services, LLC (previously filed as Exhibit 4(c) to the Registrants
Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by this
reference)10(a)*#
    
    Regent Communications, Inc. 1998 Management Stock Option Plan, as amended through May 17,
2001 and restated as of October 24, 2002 (previously filed as Exhibit 10(b) to the
Registrants Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by
this reference)10(b)*#
    
    Grant of Incentive Stock Option under the Regent Communications, Inc. 1998 Management Stock
Option Plan, as amended10(c)*#
    
    Regent Communications, Inc. 2001 Directors Stock Option Plan dated May 17, 2001
(previously filed as Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended June
30, 2001 and incorporated herein by this reference)10(d)*#
    
    Grant of Stock Option under the Regent Communications, Inc. 2001 Directors Stock Option
Plan10(e)*#
    
    Regent Communications, Inc. Employee Stock Purchase Plan, as amended on October 24, 2002
and effective January 1, 2003 (previously filed as Exhibit 10(a) to the Registrants Form 10-Q
for the quarter ended September 30, 2002 and incorporated herein by this reference)10(f)*#
    
    Regent Communications, Inc. Deferred Compensation Plan dated July 25, 2002 and effective
October 1, 2002 (previously filed as Exhibit 10(e) to the Registrants Form 10-K for the year
ended December 31, 2002 and incorporated herein by this reference)10(g)*#
    
    Regent Communications, Inc. 2005 Incentive Compensation Plan as adopted February 3, 2005
(previously filed as Exhibit 4.1 to the Registrants Form S-8 Registration Statement No.
333-130616 filed December 22, 2005 and incorporated herein by this reference)10(h)*#
    
    Amendment No. 1 to the Regent Communications, Inc. 2005 Incentive Compensation Plan,
effective as December 14, 2005 (previously filed as Exhibit 4.2 to the Registrants Form S-8
Registration Statement No. 333-130616 filed December 22, 2005 and incorporated herein by this
reference)10(i)*#
    
    Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2005 Incentive
Compensation Plan, as amended (previously filed as Exhibit 10.3 to the Registrants Form 8-K
filed January 4, 2006 and incorporated herein by this reference)10(j)*#
    
    Regent Communications, Inc. 2006 Directors Equity Compensation Plan as adopted May 10, 2006
(previously filed as Exhibit 4.1 to the Registrants Form S-8 Registration Statement No.
333-133959 filed May 10, 2006 and incorporated herein by this reference)10(k)*#
    
    Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2006 Directors
Equity Compensation Plan (previously filed as Exhibit 10.2 to the
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTIONRegistrants Form 8-K filed May 12, 2006 and incorporated herein by this reference)10(l)*#
    
    Separation Agreement and General Release by and between Terry S. Jacobs and Regent
Communications, Inc. dated September 1, 2005 (previously filed as Exhibit 10(a) to the
Registrants Form 8-K filed September 8, 2005 and incorporated herein by reference)10(m)*#
    
    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, 2006 and
incorporated herein by this reference)10(n)*#
    
    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, 2006 and
incorporated herein by this reference)10(o)#
    
    Schedule of Director Compensation10(p)*
    
    Stock Purchase Agreement dated June 15, 1998 among Regent Communications, Inc.,
Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.C.C., WPG
Corporate Development Associates (Overseas) V, L.P., General Electric Capital Corporation,
River Cities Capital Fund Limited Partnership and William H. Ingram (excluding exhibits not
deemed material or filed separately in executed form) (previously filed as Exhibit 4(d) to the
Registrants Form 8-K filed June 30, 1998 and incorporated herein by this reference)10(q)*
    
    Registration Rights Agreement dated June 15, 1998 among Regent Communications, Inc., PNC
Bank, N.A., Trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates
V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc.,
General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, Terry S.
Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership,
Miami Valley Venture Fund L.P. and Thomas Gammon (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as Exhibit 4(e) to the Registrants Form
8-K filed June 30, 1998 and incorporated herein by this reference)10(r)*
    
    Warrant for the Purchase of 650,000 Shares of Common Stock issued by Regent Communications,
Inc. to Waller-Sutton Media Partners, L.P. dated June 15, 1998 (See Note 1 below) (previously
filed as Exhibit 4(f) to the Registrants Form 8-K filed June 30, 1998 and incorporated herein
by this reference)10(s)*
    
    Stock Purchase Agreement dated June 21, 1999 between Regent Communications, Inc. and
Waller-Sutton Media Partners, L.P. relating to the purchase of 90,909 shares of Regent
Communications, Inc. Series H convertible preferred stock (See Note 2 below) (excluding
exhibits not deemed material or filed separately in executed form) (previously filed as
Exhibit 4(aa) to the Registrants Form 10-Q for the quarter ended June 30, 1999 and
incorporated herein by this reference)
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION10(t)*
    
    Stock Purchase Agreement dated June 21, 1999, among Regent Communications, Inc., WPG
Corporate Development Associates V, L.L.C. and WPG Corporate Development Associates V
(Overseas), L.P. relating to the purchase of 1,180,909 and 182,727 shares, respectively, of
Regent Communications, Inc. Series H convertible preferred stock (excluding exhibits not
deemed material or filed separately in executed form)(previously filed as Exhibit 4(bb) to the
Registrants Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this
reference)10(u)*
    
    First Amendment to Registration Rights Agreement dated as of August 31, 1999 among Regent
Communications, Inc., PNC Bank, N.A., as trustee, Waller-Sutton Media Partners, L.P., WPG
Corporate Development Associates V, L.L.C., WPG Corporate Development Associates (Overseas) V,
L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cities Capital Fund
Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip
Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and Thomas P. Gammon
(excluding exhibits not deemed material or filed separately in executed form) (previously
filed as Exhibit 4(gg) to the Registrants Form 10-Q for the quarter ended on September 30,
1999 and incorporated herein by this reference)10(v)*
    
    Second Amendment to Registration Rights Agreement dated as of December 13, 1999, among
Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II
Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture
Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media
Partners, L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital Partners VII,
WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V
(Overseas) L.P., General Electric Capital Corporation, William H. Ingram, The Roman Arch Fund
L.P., The Roman Arch Fund II L.P. and The Prudential Insurance Company of America (previously
filed as Exhibit 4(hh) to Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)
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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION10(w)*
    
    Stock Purchase Agreement dated as of November 24, 1999, between Regent Communications, Inc.
and Blue Chip Capital Fund III Limited Partnership (see Note 3 below) (previously filed as
Exhibit (jj) to Amendment No. 1 to the Registrants Form S-1 Registration Statement filed
December 29, 1999 and incorporated herein by this reference)10(x)*
    
    Third Amendment to Registration Rights Agreement, dated August 28, 2001, among Regent
Communications, Inc. and the Stockholders who are signatories thereto (previously filed as
Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended September 30, 2001 and
incorporated herein by this reference)10(y)*
    
    Fourth Amendment to Registration Rights Agreement, dated as of November 26, 2001, among
Regent Communications, Inc. and the Stockholders who are signatories thereto (previously filed
as Exhibit 10(t) to the Registrants Form 10-K for the year ended December 31, 2001 and
incorporated herein by this reference)16*
    
    Letter regarding change in Independent Registered Public Accounting Firm (previously filed as
Exhibit 16 to the Registrants Form 10-K for the year ended December 31, 2004 and incorporated
herein by this reference)21
    
    Subsidiaries of Registrant23.1
    
    Consent of Independent Registered Public Accounting Firm23.2
    
    Consent of Independent Registered Public Accounting Firm31(a)
    
    Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification31(b)
    
    Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification32(a)
    
    Chief Executive Officer Section 1350 Certification32(b)
    
    Chief Financial Officer Section 1350 Certification
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*
    
    Incorporated by reference.#
    
    Constitutes a management contract or compensatory plan or arrangement. E-7




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##### Table of Contents



1.
    
    Six substantially identical warrants for the purchase of shares of Registrants common stock
were initially issued, of which the following remain outstanding:
 SharesWPG Corporate Development Associates V, L.L.C.
    
    
    112,580WPG Corporate Development Associates (Overseas) V, L.P.
    
    
    17,420William H. Ingram
    
    
    10,000
 2.
    
    Two substantially identical stock purchase agreements were entered into for the purchase of
Series H convertible preferred stock as follows:
 Blue Chip Capital Fund II Limited Partnership
    
    363,636 sharesPNC Bank, N.A., as trustee
    
    181,818 shares
 3.
    
    Four substantially identical stock purchase agreements were entered into for the purchase of
Series K convertible preferred stock as follows:
 WPG Corporate Development Associates V, L.L.C. and
WPG Corporate Development Associates V (Overseas), L.P.
    
    181,818 sharesPNC Bank, N.A., Custodian
    
    181,818 sharesMesirow Capital Partners VII
    
    818,181 sharesThe Prudential Insurance Company of America
    
    1,000,000 shares
 E-8