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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

CHECKBOX     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001 or

BOX    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.
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 31-1492857
(I.R.S. Employer
Identification No.)

100 East RiverCenter Boulevard
Suite 900
Covington, Kentucky 41011
(Address of principal executive offices) (Zip Code)

(859) 292-0030
(Registrants telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value per share
(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YesCHECKBOX No BOX

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. BOX

As of March 11, 2002, the aggregate market value of registrants common equity
held by non-affiliates of registrant was approximately $156,417,675 based upon
the closing sale price of $6.37 on the Nasdaq Stock Markets National Market
for that date. (For purposes hereof, directors, executive officers and 10% or
greater stockholders have been deemed affiliates.)

The number of common shares of registrant outstanding as of March 11, 2002 was
36,015,106.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrants definitive Proxy Statement to be filed during
April 2002 in connection with the 2002 Annual Meeting of Stockholders presently
scheduled to be held on May 16, 2002 are incorporated by reference into Part
III of this Form 10-K.

1



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TABLE OF CONTENTS



|                                                  |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                           
|                                                  | ITEM 1. BUSINESS.                                                                            
|                                                  | ITEM 2. PROPERTIES.                                                                          
|                                                  | ITEM 3. LEGAL PROCEEDINGS.                                                                   
|                                                  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                 
|PART II                                          
|                                                  | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.               
|                                                  | ITEM 6. SELECTED FINANCIAL DATA.                                                             
|                                                  | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|                                                  | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                         
|                                                  | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                         
|                                                  | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|PART III                                         
|                                                  | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                                 
|                                                  | ITEM 11. EXECUTIVE COMPENSATION.                                                             
|                                                  | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                     
|                                                  | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                     
|PART IV                                          
|                                                  | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.                   
|EX-3(H)  Certificate of Amend/Restate Cert of Inc
|EX-10(T)  4th Amend to Registration Rights Agrmnt
|EX-10(U)  Registration Rights Agreement (Comcorp)
|EX-10(V)  Registration Rights Agrmnt (Abbeville) 
|EX-21  Subsidiaries of Registrant                
|Exhibit 23                                       



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REGENT COMMUNICATIONS, INC.

INDEX TO ANNUAL REPORT
ON FORM 10-K

|         |         |                     |                                                                                       |  |    |    |  |      |  |  |  |  | 
|-------- | ------- | ------------------- | ------------------------------------------------------------------------------------- |  | -- | -- |  | ---- |  |  |  |  | 
|         |         |                     |                                                                                       |  |    |    |  | page |  |  | 
|         |         |                     |                                                                                       |  |    |    |  |      |  |  | 
|Part I   |         |                     |                                                                                       |  |    |   
|         | Item 1  |                     | Business                                                                              |  |    | 3  | 
|         | Item 2  |                     | Properties                                                                            |  |    | 22 | 
|         | Item 3  |                     | Legal Proceedings                                                                     |  |    | 23 | 
|         | Item 4  |                     | Submission of Matters to a Vote of Security Holders                                   |  |    | 23 | 
|Part II  |         |                     |                                                                                       |  |    |   
|         | Item 5  |                     | Market for Registrant's Common Equity and Related                                     |  |    |    | 
|         |         | Stockholder Matters |                                                                                       |  | 23 |   
|         | Item 6  |                     | Selected Financial Data                                                               |  |    | 25 | 
|         | Item 7  |                     | Management's
Discussion and Analysis of Financial Condition and Results of Operations |  |    | 26 | 
|         | Item 7A |                     | Quantitative and Qualitative Disclosures about Market Risk                            |  |    | 37 | 
|         | Item 8  |                     | Financial Statements and Supplementary Data                                           |  |    | 38 | 
|         | Item 9  |                     | Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure  |  |    | 66 | 
|Part III |         |                     |                                                                                       |  |    |   
|         | Item 10 |                     | Directors and Executive Officers of the Registrant                                    |  |    | 66 | 
|         | Item 11 |                     | Executive Compensation                                                                |  |    | 66 | 
|         | Item 12 |                     | Security
Ownership of Certain Beneficial Owners and Management                        |  |    | 66 | 
|         | Item 13 |                     | Certain Relationships and Related Transactions                                        |  |    | 66 | 
|Part IV  |         |                     |                                                                                       |  |    |   
|         | Item 14 |                     | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  |    | 66 | 

Regent Communications, Inc. is a holding company. We own and operate our
radio stations and hold our radio broadcast licenses in separate subsidiaries.
In this report, when we use the term Regent and the pronouns we, our and
us, we mean Regent Communications, Inc. and all its subsidiaries, unless the
context otherwise requires.

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PART I




ITEM 1.     BUSINESS.

General Development of Business

We are a radio broadcasting company focused on acquiring, developing and
operating radio stations in mid-sized and small markets. We currently own and
operate 41 FM and 16 AM radio stations in 12 markets in California, Illinois,
Louisiana, Michigan, Minnesota, New York, Pennsylvania and Texas. We have
entered into written agreements to acquire four additional stations in two of
our existing markets (Flint and Grand Rapids, Michigan) and currently provide
programming and certain other services to these stations pending completion of
their purchase. Our assembled clusters of radio stations rank first or second
in terms of revenue share in all of our markets except Albany, where our
cluster ranks third.

Our primary strategy is to secure and maintain a leadership position in
the markets we serve and to expand into additional mid-sized and small markets
where we can achieve a leadership position. After we enter a market, we seek to
acquire stations that, when integrated with our existing operations, will allow
us to reach a wider range of demographic groups that appeal to advertisers,
increase revenue and achieve substantial cost savings. Additionally, we believe
that our advertising pricing on the basis of cost per thousand impressions,
combined with the added reach of our radio station clusters, allows us to
compete successfully for advertising revenue against non-traditional
competitors such as print media, television and outdoor advertising.

Relative to the largest radio markets in the United States, we believe
that the mid-sized and small markets represent attractive operating
environments because they are generally characterized by the following:



| | - |  | a greater use of radio advertising compared to the national average;                                                                                                                                                                        
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | substantial growth in advertising revenues as national and regional
retailers expand into mid-sized and small markets;                                                                                                                      
|
| | - |  | a weaker competitive environment characterized by small independent
operators, many of whom lack the capital to produce locally-originated
programming or to employ more sophisticated research, marketing,
management and sales techniques;
|
| | - |  | less direct format competition due to a smaller number of stations in
any given market; and                                                                                                                                                 
|
| | - |  | lower overall susceptibility to fluctuations in general economic
conditions due to a lower percentage of national versus local
advertising revenues.                                                                                        

We believe that these operating characteristics, coupled with the
opportunity to establish or expand radio station clusters within a specific
market, create the potential for revenue growth and cost efficiencies.

Our portfolio of radio stations is diversified in terms of geographic
location, target demographics and format. We believe that this diversity helps
insulate us from downturns in specific markets and changes in format
preferences.

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Completed Acquisitions and Dispositions

We completed the following acquisitions and dispositions of radio stations
during 2001. The purchase prices set forth below were paid in cash, except
where otherwise indicated, and include, where applicable, amounts paid under
non-competition agreements, but do not include transaction-related costs.



|                                                |  |               |  |                 |   |              |  |                                                         |  |                |      |     |  |         
|----------------------------------------------- |  | ------------- |  | --------------- | - | ------------ |  | ------------------------------------------------------- |  | -------------- | ---- | --- |  | --------
|                                                |  | Acquisitions  |  |                 |   |              |  |                                                         |  |               
|                                                |  |               |  |                 |   |              |  |                                                         |  |               
|                                                |  |               |  |                 |   |              |  | PurchasePrice (in                                       |  |               
|Seller                                          |  | Market        |  | No. of Stations |   | Call Letters |  | millions)                                               |  | Date Completed
|                                                |  |               |  |                 |   |              |  |                                                         |  |               
|StarCom, Inc.                                   |  | St. Cloud, MN |  |                 | 3 |              |  | KKSR-FM
KLZZ-FM
KXSS-AM                                 |  | $              | 5.5  |     |  | 5/09/01 
|The Cromwell Group, Inc.
and related entities   |  | Peoria, IL    |  |                 | 6 |              |  | WGLO-FM
WPPY-FM
WRVP-FM
WVEL-AM
WFYR-FM
WIXO-FM         |  | $              | 20.0 | (1) |  | 8/29/01 
|NextMedia Group II, Inc.                        |  | Erie, PA      |  |                 | 1 |              |  | WQHZ-FM                                                 |  | $              | 4.9  |     |  | 10/15/01
|ComCorp of Lafayette, Inc.
and related entities |  | Lafayette, LA |  |                 | 7 |              |  | KMDL-FM
KRKA-FM
KFTE-FM
KTDY-FM
KPEL-FM
KPEL-AM
KROF-AM |  | $              | 39.6 | (2) |  | 12/08/01



---

|(1) |  | The purchase price paid consisted of $14.0 million in cash and 786,141
shares of our common stock.              
|--- |  | ----------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The purchase price paid consisted of approximately $38.1 million in cash
and 215,828 shares of our common stock.

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|                          |  |              |  |                 |   |              |  |                         |  |                |      |  |  |           
|------------------------- |  | ------------ |  | --------------- | - | ------------ |  | ----------------------- |  | -------------- | ---- |  |  | ----------
|                          |  | Dispositions |  |                
|                          |  |              |  |                
|                          |  |              |  |                 |   |              |  |                         |  | Sale Price     |      | 
|Purchaser                 |  | Market       |  | No. of Stations |   | Call Letters |  | (in millions)           |  | Date Completed
|                          |  |              |  |                 |   |              |  |                         |  |               
|Concord Media Group, Inc. |  | Palmdale, CA |  |                 | 3 |              |  | KTPI-FM
KAVC-AM
KOSS-FM |  | $              | 13.5 |  |  | 06/01/2001

We completed the following disposition in 2002:

|          |  |            |  |  |   |  |  |         |  |   |     |  |  |           
|--------- |  | ---------- |  |  | - |  |  | ------- |  | - | --- |  |  | ----------
|ABC, Inc. |  | Albany, NY |  |  | 1 |  |  | WGNA-AM |  | $ | 2.0 |  |  | 03/12/2002

Pending Transactions

We currently have transactions pending which, if completed, will result in
the purchase by us of four radio stations. Closing of each of these
transactions is subject to certain conditions, including required governmental
approvals.

On July 27, 2001, we entered into an agreement, as amended, to acquire by
merger with The Frankenmuth Radio Co., Inc. WZRZ-FM serving the Flint, Michigan
market for approximately $2.0 million, consisting of approximately $0.6 million
in cash and 208,905 shares of our common stock, valued at approximately $1.4
million. We have made an escrow deposit in the amount of $125,000 to secure our
obligations under this agreement. The Federal Communications Commission has
approved the assignment of the station licenses, and we anticipate closing this
acquisition in 2003. On January 1, 2002, we began providing programming and
other services to the station under a time brokerage agreement.

Also on July 27, 2001, we entered into an agreement, as amended, to
purchase the outstanding stock of Haith Broadcasting Corporation, owner of
WFGR-FM serving the Grand Rapids, Michigan market for approximately $3.9
million in cash. We have made an escrow deposit in the amount of $250,000 to
secure our obligations under this agreement. In conjunction with the above
stock purchase, on February 4, 2002, we purchased the option to buy WFGR-FM
from Connoisseur Communications of Flint, L.L.P. for approximately $1.1
million, paid by the issuance of 174,917 shares of our common stock. The
Federal Communications Commission has approved the assignment of the station
licenses of WFGR-FM, and we anticipate closing this acquisition in 2003. On
January 1, 2002, we began providing programming and other services to the
station under a time brokerage agreement.

On November 15,
2001, we entered into an agreement with Covenant
Communications Corporation to acquire substantially all of the assets of
WRXF-FM and WLSP-AM, serving the Flint, Michigan market, for approximately $1.3
million in cash. We placed in escrow $65,000 to secure our obligations under
the agreement. Applications seeking approval from the Federal Communications
Commission for the assignments of the station licenses were filed in November
2001, and are currently pending. On December 3, 2001, we began providing
programming and other services to the stations under a time brokerage
agreement.

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Acquisition Strategy

Our acquisition strategy is to expand within our existing markets and into
new mid-sized and small markets where we believe we can effectively use our
operating strategies. In considering new markets, we focus on those markets
that have a minimum of $7.0 million in gross radio advertising revenue where we
believe we can build a station cluster that will generate at least $1.0 million
in annual broadcast cash flow. The term broadcast cash flow means operating
income (loss) before depreciation and amortization and corporate general and
administrative expenses. Although broadcast cash flow is not a measure of
performance calculated in accordance with generally accepted accounting
principles, we believe that broadcast cash flow is accepted by the broadcasting
industry as a generally recognized measure of performance and is used by
analysts who report publicly on the performance of broadcasting companies.
Nevertheless, this measure should not be considered in isolation or as a
substitute for operating income (loss), net income (loss), net cash provided by
(used in) operating activities or any other measure for determining our
operating performance or liquidity that is calculated in accordance with
generally accepted accounting principles. Although significant competition
exists among potential purchasers for suitable radio station acquisitions
throughout the United States, we believe that there is currently less
competition, particularly from the larger radio operators, in the mid-sized and
small markets. After entering a market, we seek to acquire additional stations
that will allow us to reach a wider range of demographic groups to appeal to
advertisers and increase revenue. We also integrate these stations into our
existing operations in an effort to achieve substantial cost savings. We have
sold or will sell stations in different markets that did not or do not fit
within our existing acquisition strategy.

We believe that the creation of strong station clusters in our local
markets is essential to our operating success. In evaluating an acquisition
opportunity in a new market, we assess our potential to build a leading radio
station cluster in that market over time. We will not consider entering a new
market unless we can acquire multiple stations in that market. We also analyze
a number of additional factors we believe are important to success, including
the number and quality of commercial radio signals broadcasting in the market,
the nature of the competition in the market, our ability to improve the
operating performance of the radio station or stations under consideration and
the general economic conditions of the market.

We believe that our acquisition strategy, properly implemented, affords a
number of benefits, including:



| | - |  | greater revenue and broadcast cash flow diversity;                                                                     
| | - |  | -----------------------------------------------------------------------------------------------------------------------
|
| | - |  | improved broadcast cash flow margins 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.                                       

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We have developed a process for integrating newly acquired properties into
our overall culture and operating philosophy, which involves the following key
elements:



| | - |  | assess format quality and effectiveness so that we can refine station
formats in order to increase audience and revenue share;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | upgrade transmission, audio processing and studio facilities;                                                                 
|
| | - |  | expand and strengthen sales staff through active recruiting and in-depth
training;                                            
|
| | - |  | convert acquired stations to our communications network and
centralized networked accounting system; and                      
|
| | - |  | establish revenue and expense budgets consistent with the programming
and sales strategy and corresponding cost adjustments.  

From time to time, in compliance with applicable law, we enter into a time
brokerage agreement (under which separately owned and licensed stations agree
to function cooperatively in terms of programming, advertising, sales and other
matters), or a similar arrangement, with a target property prior to final
Federal Communication Commission (FCC) approval and the consummation of the
acquisition, in order to gain a head start on the integration process.

Operating Strategy

Our operating strategy focuses on maximizing our radio stations appeal to
listeners and advertisers and, consequently, increasing our revenue and cash
flow. To achieve these goals, we have implemented the following strategies:

Ownership of Strong Radio Station Clusters. We seek to secure and maintain
a leadership position in the markets we serve by owning multiple stations in
those markets. By coordinating programming, promotional and sales strategies
within each local station cluster, we attempt to capture a wider range of
demographic listeners to appeal to advertisers. We believe that the
diversification of our programming formats and inventory of available
advertising time strengthens relationships with advertisers, increasing our
ability to maximize the value of our inventory. We believe that operating
multiple stations in a market enhances our ability to market the advantages of
advertising on radio versus other media, such as newspapers and television.

We believe that our ability to utilize the existing programming and sales
resources of our radio station clusters enhances the growth potential of both
new and underperforming stations while reducing the risks associated with the
implementation of station performance improvements, such as new format
launches. We believe that operating leading station clusters allows us to
attract and retain talented local personnel, who are essential to our operating
success. Furthermore, we seek to achieve cost savings within a market through
the consolidation of facilities, sales and administrative personnel, management
and operating resources, such as on-air talent, programming and music research,
and the reduction of other redundant expenses.

Aggressive Sales and Marketing. We seek to maximize our share of local
advertising revenue in each of our markets through aggressive sales and
marketing initiatives. We provide extensive training through in-house sales and
time management programs and independent consultants who hold frequent seminars
and are available for consultation with our sales personnel. We emphasize
regular, informal exchanges of ideas among our management and sales

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personnel across our various markets. We seek to maximize our revenue by
utilizing sophisticated inventory management techniques to provide our sales
personnel with frequent price adjustments based on regional and local market
conditions. We further strengthen our relationship with some advertisers by
offering the ability to create customer traffic through an on-site event staged
at, and broadcast from, the advertisers business location. We believe that,
prior to their acquisition, many of our newly acquired stations had
underperformed in sales, due primarily to undersized sales staffs. Accordingly,
we have significantly expanded the sales forces of many of our acquired
stations.

Targeted Programming and Promotion. To maintain or improve our position in
each market, we combine extensive market research with an assessment of our
competitors vulnerabilities in order to identify significant and sustainable
target audiences. We then tailor the programming, marketing and promotion of
each radio station to maximize its appeal to the targeted audience. We attempt
to build strong markets by:



| | - |  | creating distinct, highly visible profiles for our on-air
personalities, particularly those broadcasting during morning drive
time, which traditionally airs between 6:00 a.m. and 10:00 a.m.;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | formulating recognizable brand names for select stations; and                                                                                                                                 
|
| | - |  | actively participating in community events and charities.                                                                                                                                     

Decentralized Operations. We believe that radio is primarily a local
business and that much of our success will be the result of the efforts of
regional and local management and staff. Accordingly, we decentralize much of
our operations at these levels. Each of our station clusters is managed by a
team of experienced broadcasters who understand the musical tastes,
demographics and competitive opportunities of their particular market. Local
managers are responsible for preparing annual operating budgets and a portion
of their compensation is linked to meeting or surpassing their operating
targets. Corporate management approves each station clusters annual operating
budget and imposes strict financial reporting requirements to track station
performance. Corporate management is responsible for long range planning,
establishing corporate policies and serving as a resource to local management.

Station Portfolio

When our pending acquisition transactions are completed, we will
own 44 FM and 17 AM radio stations in 12 mid-sized and small markets. The
following table sets forth information about the stations that we own and
expect to own after giving effect to our pending transactions.

As you review the information in the table below, you should note the
following:



| | - |  | The abbreviation MSA in the table means the markets rank among the
largest metropolitan statistical areas in the United States.                                                                                                                                                                                                                                            
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | The symbol * indicates a station that is the subject of one of our
pending acquisitions. The completion of each of the pending
acquisitions is subject to certain conditions, including governmental
approvals. There can be no assurance that these conditions will be
satisfied in any particular case. The symbol # indicates a station
that we have subsequently sold.

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| | - |  | 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 2001 Market Report (4th
ed.) published by BIA Publications, Inc.         
|
| | - |  | We obtained all audience share information from the Fall 2001 Radio
Market Report published by The Arbitron Company. 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.

|                     |  |             |     |        |  |             |  |                        |      |         |         |          |         |     |   |         |  |         |      |  |  | 
|-------------------- |  | ----------- | --- | ------ |  | ----------- |  | ---------------------- | ---- | ------- | ------- | -------- | ------- | --- | - | ------- |  | ------- | ---- |  |  | 
|                     |  |             |     |        |  |             |  |                        |      |         |         |          |         |     |   | Station |  |         |      | 
|                     |  |             |     |        |  |             |  |                        |      |         |         |          |         |     |   | Cluster |  | Station
|                     |  |             |     |        |  |             |  |                        |      |         |         |          |         |     |   | Rank by |  | Cluster
|                     |  |             |     |        |  |             |  | Station                |      | Primary |         | Market   |         | 12+
|Radio Market/        |  |             |     |        |  | Programming |  | Demographic            |      | Revenue |         | Audience
|Station Call Letters |  | MSA Rank    |     | Format |  | Target      |  | Share                  |      | Share  
|                     |  |             |     |        |  |             |  |                        |      |        
|Albany, NY           |  |             | 59  |        |  |             |  |                        |      |         |         |          |         |     | 3 |         |  |         | 18.1 | 
|                     |  | WQBJ(FM)    |     |        |  |             |  | Rock                   |      |         | M 18-49 |          |         |     |   |         |  |         |      | 
|                     |  | WQBK(FM)    |     |        |  |             |  | Rock                   |      |         | M 18-49 |          |         |     |   |         |  |         |      | 
|                     |  | WABT(FM)    |     |        |  |             |  |                        | 80's |         |         |          | A 25-54 |     |   |         |  |         |      |  |  | 
|                     |  | WGNA(FM)    |     |        |  |             |  | Country                |      |         | A 25-54 |          |         |     |   |         |  |         |      | 
|                     |  | WGNA(AM)(#) |     |        |  |             |  | Country                |      |         | A 25-54 |          |         |     |   |         |  |         |      | 
|                     |  | WTMM(AM)    |     |        |  |             |  | Sports                 |      |         | M 35+   |          |         |     |   |         |  |         |      | 
|Chico, CA            |  |             | 190 |        |  |             |  |                        |      |         |         |          |         |     | 1 |         |  |         | 14.4 | 
|                     |  | KFMF(FM)    |     |        |  |             |  | Rock                   |      |         | M 18-49 |          |         |     |   |         |  |         |      | 
|                     |  | KALF(FM)    |     |        |  |             |  | Country                |      |         | A 25-54 |          |         |     |   |         |  |         |      | 
|                     |  | KQPT(FM)    |     |        |  |             |  | Alternative            |      |         | A 18-34 |          |         |     |   |         |  |         |      | 
|                     |  | KZAP(FM)    |     |        |  |             |  | Adult Contemporary     |      |         | W 25-54 |          |         |     |   |         |  |         |      | 
|El Paso, TX          |  |             | 70  |        |  |             |  |                        |      |         |         |          |         |     | 2 |         |  |         | 16.1 | 
|                     |  | KSII(FM)    |     |        |  |             |  | Hot Adult Contemporary |      |         | W 25-54 |          |         |     |   |         |  |         |      | 
|                     |  | KLAQ(FM)    |     |        |  |             |  | Rock                   |      |         | M 18-49 |          |         |     |   |         |  |         |      | 
|                     |  | KROD(AM)    |     |        |  |             |  | News/Talk              |      |         | A 35+   |          |         |     |   |         |  |         |      | 
|Erie, PA             |  |             | 156 |        |  |             |  |                        |      |         |         |          |         |     | 2 |         |  |         | 33.8 | 
|                     |  | WXKC(FM)    |     |        |  |             |  | Adult Contemporary     |      |         | W 25-54 |          |         |     |   |         |  |         |      | 
|                     |  | WXTA(FM)    |     |        |  |             |  | Country                |      |         | A 25-54 |          |         |     |   |         |  |         |      | 
|                     |  | WRIE(AM)    |     |        |  |             |  | Nostalgia              |      |         | A 35+   |          |         |     |   |         |  |         |      | 
|                     |  | WQHZ(FM)    |     |        |  |             |  | Classic Hits           |      |         | A 25-54 |          |         |     |   |         |  |         |      | 

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|                     |           |          |     |        |  |             |                         |             |  |           |  |          |  |     |   |         |  |         |      |  |  | 
|-------------------- | --------- | -------- | --- | ------ |  | ----------- | ----------------------- | ----------- |  | --------- |  | -------- |  | --- | - | ------- |  | ------- | ---- |  |  | 
|                     |           |          |     |        |  |             |                         |             |  |           |  |          |  |     |   | Station |  |         |      | 
|                     |           |          |     |        |  |             |                         |             |  |           |  |          |  |     |   | Cluster |  | Station
|                     |           |          |     |        |  |             |                         |             |  |           |  |          |  |     |   | Rank by |  | Cluster
|                     |           |          |     |        |  |             |                         | Station     |  | Primary   |  | Market   |  | 12+
|Radio Market/        |           |          |     |        |  | Programming |                         | Demographic |  | Revenue   |  | Audience
|Station Call Letters |           | MSA Rank |     | Format |  | Target      |                         | Share       |  | Share    
|                     |           |          |     |        |  |             |                         |             |  |          
|Flint, MI            |           |          | 119 |        |  |             |                         |             |  |           |  |          |  |     | 2 |         |  |         | 16.7 | 
|                     | WCRZ(FM)  |          |     |        |  |             | Adult Contemporary      |             |  | W 25-54   |  |          |  |     |   |         |  |         |     
|                     | WWBN(FM)  |          |     |        |  |             | Rock                    |             |  | M 18-49   |  |          |  |     |   |         |  |         |     
|                     | WFNT(AM)  |          |     |        |  |             | Nostalgia               |             |  | A 35+     |  |          |  |     |   |         |  |         |     
|                     | WZRZ(FM)* |          |     |        |  |             | Rhythmic CHR            |             |  | A  18-34  |  |          |  |     |   |         |  |         |     
|                     | WRXF(FM)* |          |     |        |  |             | Classic Hits            |             |  | A  25-54  |  |          |  |     |   |         |  |         |     
|                     | WLSP(AM)* |          |     |        |  |             | Variety                 |             |  | A 35+    
|Grand Rapids, MI     |           |          | 66  |        |  |             |                         |             |  |           |  |          |  |     | 2 |         |  |         | 13.9 | 
|                     | WLHT(FM)  |          |     |        |  |             | Adult Contemporary      |             |  | W 25-54   |  |          |  |     |   |         |  |         |     
|                     | WGRD(FM)  |          |     |        |  |             | New Rock                |             |  | M 18-49   |  |          |  |     |   |         |  |         |     
|                     | WTRV(FM)  |          |     |        |  |             | Soft Adult Contemporary |             |  | W 35+     |  |          |  |     |   |         |  |         |     
|                     | WNWZ(AM)  |          |     |        |  |             | Talk                    |             |  | A 35+     |  |          |  |     |   |         |  |         |     
|                     | WFGR(FM)* |          |     |        |  |             | Classical               |             |  | A    35+ 
|Lafayette, LA        |           |          | 98  |        |  |             |                         |             |  |           |  |          |  |     | 1 |         |  |         | 27.8
|                     | KPEL(FM)  |          |     |        |  |             | Talk                    |             |  | A   35+   |  |          |  |     |   |         |  |         |     
|                     | KTDY(FM)  |          |     |        |  |             | Adult Contemporary      |             |  | A   25-54 |  |          |  |     |   |         |  |         |     
|                     | KRKA(FM)  |          |     |        |  |             | Classic Rock            |             |  | M  25-54  |  |          |  |     |   |         |  |         |     
|                     | KFTE(FM)  |          |     |        |  |             | Alternative             |             |  | A   18-34 |  |          |  |     |   |         |  |         |     
|                     | KMDL(FM)  |          |     |        |  |             | Country                 |             |  | A   25-54 |  |          |  |     |   |         |  |         |     
|                     | KPEL(AM)  |          |     |        |  |             | Talk                    |             |  | A   35+   |  |          |  |     |   |         |  |         |     
|                     | KROF(AM)  |          |     |        |  |             | Sports                  |             |  | A   35+   | 
|Peoria, IL           |           |          | 135 |        |  |             |                         |             |  |           |  |          |  |     | 2 |         |  |         | 20.6 | 
|                     | WVEL(AM)  |          |     |        |  |             | Gospel                  |             |  | A  35+    |  |          |  |     |   |         |  |         |     
|                     | WGLO(FM)  |          |     |        |  |             | Classic Rock            |             |  | M  25-54  |  |          |  |     |   |         |  |         |     
|                     | WIXO(FM)  |          |     |        |  |             | Alternative             |             |  | A  18-34  |  |          |  |     |   |         |  |         |     
|                     | WRVP(FM)  |          |     |        |  |             | CHR                     |             |  | A  18-34  |  |          |  |     |   |         |  |         |     
|                     | WPPY(FM)  |          |     |        |  |             | CHR                     |             |  | A  18-34  |  |          |  |     |   |         |  |         |     
|                     | WFYR(FM)  |          |     |        |  |             | Country                 |             |  | A  25-54  |  |          |  |     |   |         |  |         |     
|Redding, CA          |           |          | 215 |        |  |             |                         |             |  |           |  |          |  |     | 1 |         |  |         | 40.0 | 
|                     | KSHA(FM)  |          |     |        |  |             | Soft Adult Contemporary |             |  | W 25-54   |  |          |  |     |   |         |  |         |     
|                     | KNNN(FM)  |          |     |        |  |             | Current Hit Radio       |             |  | A 18-34   |  |          |  |     |   |         |  |         |     
|                     | KRDG(FM)  |          |     |        |  |             | Oldies                  |             |  | A 35-54   |  |          |  |     |   |         |  |         |     
|                     | KRRX(FM)  |          |     |        |  |             | Rock                    |             |  | M 18-49   |  |          |  |     |   |         |  |         |     
|                     | KNRO(AM)  |          |     |        |  |             | ESPN                    |             |  | M 35+     |  |          |  |     |   |         |  |         |     
|                     | KQMS(AM)  |          |     |        |  |             | News/Talk/Sports        |             |  | A 35+    
|St. Cloud, MN        |           |          | 212 |        |  |             |                         |             |  |           |  |          |  |     | 1 |         |  |         | 24.9 |  | 
|                     | KMXK(FM)  |          |     |        |  |             | Adult Contemporary      |             |  | W 25-54   |  |          |  |     |   |         |  |         |     
|                     | WWJO(FM)  |          |     |        |  |             | Country                 |             |  | A 25-54   |  |          |  |     |   |         |  |         |     
|                     | WJON(AM)  |          |     |        |  |             | News/Talk               |             |  | A 35+     |  |          |  |     |   |         |  |         |     
|                     | KLZZ(FM)  |          |     |        |  |             | Classic Rock            |             |  | M 25-54   |  |          |  |     |   |         |  |         |     
|                     | KKSR(FM)  |          |     |        |  |             | Dance CHR               |             |  | A 18-34   |  |          |  |     |   |         |  |         |     
|                     | KXSS(AM)  |          |     |        |  |             | Adult Standards         |             |  | A 35-64   |  |          |  |     |   |         |  |         |     

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|                     |          |          |     |        |  |             |                    |             |  |         |  |          |  |     |   |         |  |         |      |  |  | 
|-------------------- | -------- | -------- | --- | ------ |  | ----------- | ------------------ | ----------- |  | ------- |  | -------- |  | --- | - | ------- |  | ------- | ---- |  |  | 
|                     |          |          |     |        |  |             |                    |             |  |         |  |          |  |     |   | Station |  |         |      | 
|                     |          |          |     |        |  |             |                    |             |  |         |  |          |  |     |   | Cluster |  | Station
|                     |          |          |     |        |  |             |                    |             |  |         |  |          |  |     |   | Rank by |  | Cluster
|                     |          |          |     |        |  |             |                    | Station     |  | Primary |  | Market   |  | 12+
|Radio Market/        |          |          |     |        |  | Programming |                    | Demographic |  | Revenue |  | Audience
|Station Call Letters |          | MSA Rank |     | Format |  | Target      |                    | Share       |  | Share  
|                     |          |          |     |        |  |             |                    |             |  |        
|Utica-Rome, NY       |          |          | 151 |        |  |             |                    |             |  |         |  |          |  |     | 1 |         |  |         | 37.2 | 
|                     | WODZ(FM) |          |     |        |  |             | Oldies             |             |  | A 35-54 |  |          |  |     |   |         |  |         |     
|                     | WLZW(FM) |          |     |        |  |             | Adult Contemporary |             |  | W 25-54 |  |          |  |     |   |         |  |         |     
|                     | WFRG(FM) |          |     |        |  |             | Country            |             |  | A 25-54 |  |          |  |     |   |         |  |         |     
|                     | WRUN(AM) |          |     |        |  |             | Sports             |             |  | M 35+   |  |          |  |     |   |         |  |         |     
|                     | WIBX(AM) |          |     |        |  |             | News/Talk          |             |  | A 35+   |  |          |  |     |   |         |  |         |     
|Watertown, NY        |          |          | 257 |        |  |             |                    |             |  |         |  |          |  |     | 1 |         |  |         | 43.8 | 
|                     | WCIZ(FM) |          |     |        |  |             | Classic Hits       |             |  | A 25-54 |  |          |  |     |   |         |  |         |     
|                     | WFRY(FM) |          |     |        |  |             | Country            |             |  | A 25-54 |  |          |  |     |   |         |  |         |     
|                     | WTNY(AM) |          |     |        |  |             | Talk               |             |  | A 35+   |  |          |  |     |   |         |  |         |     
|                     | WNER(AM) |          |     |        |  |             | ESPN               |             |  | M 35+  

Advertising Sales

Virtually all of our revenue is generated from the sale of local, regional
and national advertising for broadcast on our radio stations. In 2001,
approximately 85% of our net broadcast revenue was generated from the sale of
local and regional advertising. Additional broadcast revenue is generated from
the sale of national advertising, network compensation payments and other
miscellaneous transactions. The major categories of our advertisers include
telephone companies, retail merchants, restaurants, fast food chains,
automotive companies and grocery stores.

Each stations local sales staff solicits advertising either directly from
the local advertiser or indirectly through an advertising agency. We pay a
higher commission rate to our sales staff for direct advertising sales. Through
direct advertiser relationships, we can better understand the advertisers
business needs and more effectively design advertising campaigns to sell the
advertisers products. We employ personnel in each of our markets to produce
commercials for the advertiser. In-house production combined with effectively
designed advertising establishes a stronger relationship between the advertiser
and the station cluster. National sales are made by a firm specializing in
radio advertising sales on the national level in exchange for a commission
based on net revenue. Regional sales, which we define as sales in regions
surrounding our markets to companies that advertise in our markets, are
generally made by our local sales staff.

Depending on the programming format of a particular station, we estimate
the optimum number of advertising spots available. The number of advertisements
that can be broadcast without jeopardizing listening levels is limited in part
by the format of a particular station. Our stations strive to maximize revenue
by managing advertising inventory. Our stations adjust pricing based on local
market conditions and the ability to provide advertisers with an effective
means of reaching a targeted demographic group. Each of our stations has a
general target level of on-air inventory. This target level of inventory may be
different at different times of the day but tends to remain stable over time.
Much of our selling activity is based on demand for our radio stations on-air
inventory and, in general, we respond to this demand by varying prices rather
than our target inventory level for a particular station. Therefore, most
changes in revenue can be explained by demand-driven pricing changes.

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A stations listenership is reflected in ratings surveys that estimate the
number of listeners tuned to the station and the time they spend listening.
Each stations ratings are used by its advertisers and advertising
representatives to consider advertising with the station and are used by us to
chart audience levels, set advertising rates and adjust programming. The radio
broadcast industrys principal ratings service is The Arbitron Company, which
publishes periodic ratings surveys for significant domestic radio markets.
These surveys are our primary source of audience ratings data.

We believe that radio is one of the most efficient and cost-effective
means for advertisers to reach specific demographic groups. Advertising rates
charged by radio stations are based primarily on the following:



| | - |  | 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.                                                                                                               

Rates are generally highest during morning and afternoon commuting hours.

Competition

The radio broadcasting industry is highly competitive. The success of each
station depends largely upon audience ratings and its share of the overall
advertising revenue within its market. Stations compete for listeners and
advertising revenue directly with other radio stations within their respective
markets. Radio stations compete for listeners primarily on the basis of program
content that appeals to a particular demographic group. Building a strong
listener base consisting of a specific demographic group in a market enables an
operator to attract advertisers seeking to reach those listeners. Companies
that operate radio stations must be alert to the possibility of another station
changing format to compete directly for listeners and advertisers. A stations
decision to convert to a format similar to that of another radio station in the
same geographic area may result in lower ratings and advertising revenue,
increased promotion and other expenses and, consequently, lower broadcast cash
flow.

Factors that are material to a radio stations competitive position
include management experience, the stations local audience rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other radio stations in the
market area. Recent changes in FCC policies and rules permit increased
ownership and operation of multiple local radio stations. Management believes
that radio stations that elect to take advantage of joint arrangements such as
local marketing agreements or joint sales agreements may in certain
circumstances have lower operating costs and may be able to offer advertisers
more attractive rates and services.

Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC, and the number of radio stations that can operate in a
given market is limited by the availability of FM and AM radio frequencies
allotted by the FCC to communities in that market, as well as by the FCCs

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multiple ownership rules regulating the number of stations that may be owned or
controlled by a single entity.

Our stations compete for advertising revenue with other stations and with
other media, including newspapers, broadcast television, cable television,
magazines, direct mail, coupons and outdoor advertising. In addition, the radio
broadcasting industry is subject to competition from new media technologies
that are being developed or introduced, such as the delivery of audio
programming by cable or direct broadcast satellite television systems, by
satellite-delivered digital audio radio service and by in-band digital audio
broadcasting. Satellite-delivered digital audio broadcasting may deliver by
satellite to nationwide and regional audiences, multi-channel, multi-format,
digital radio services with sound quality equivalent to compact discs. XM
Satellite Radio launched its commercial service on September 25, 2001 and
Sirius Satellite Radio is scheduled to launch service in 2002. Furthermore,
terrestrial in-band digital audio broadcasting may deliver multi-channel,
multi-format programming in the same bands now used by AM and FM broadcasters.
The delivery of information through the Internet also could create a new form
of competition. The FCC has adopted rules creating a new low power radio
service that will open up opportunities for new microbroadcasting FM radio
stations that would serve small, localized areas.

We cannot predict what other matters might be considered in the future by
the FCC, nor assess in advance what impact those proposals or changes might
have on our business. The radio broadcasting industry historically has grown
despite the introduction of new technologies for the delivery of entertainment
and information. A growing population and greater availability of radios,
particularly car and portable radios, have contributed to this growth. There
can be no assurances, however, that this historical growth will continue.

Employees

At March 11, 2002, we employed approximately 670 persons. 13 of our
employees in Watertown, New York are covered by a collective bargaining
agreement. None of our other employees are covered by collective bargaining
agreements. We consider our relations with our employees generally to be good.

Federal Regulation of Radio Broadcasting

Introduction.Our ownership, operation, purchase and sale of radio
stations is regulated by the FCC, which acts under authority derived from the
Communications Act of 1934, as amended. Among other things, the FCC:



| | - |  | assigns frequency bands for broadcasting;                                                                                                       
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | issues, renews, revokes and modifies station licenses;                                                                                          
|
| | - |  | determines whether to approve changes in ownership or control of
station licenses;                                                              
|
| | - |  | regulates equipment used by stations; and                                                                                                       
|
| | - |  | adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation and employment practices of
stations.

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The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including fines, the grant of abbreviated license renewal
terms or, for particularly egregious violations, the denial of a license
renewal application, the revocation of a license or the denial of FCC consent
to acquire additional radio stations.

License Grant and Renewal. Radio stations operate under renewable
broadcasting licenses that are ordinarily granted by the FCC for maximum terms
of eight years. Licenses are renewed through an application to the FCC.
Petitions to deny license renewals can be filed by interested parties,
including members of the public. These petitions may raise various issues
before the FCC. The FCC is required to hold hearings on renewal applications if
the FCC is unable to determine that renewal of a license would serve the public
interest, convenience and necessity, or if a petition to deny raises a
substantial and material question of fact as to whether the grant of the
renewal application would be inconsistent with the public interest, convenience
and necessity. If, as a result of an evidentiary hearing, the FCC determines
that the licensee has failed to meet certain requirements and that no
mitigating factors justify the imposition of a lesser sanction, then the FCC
may deny a license renewal application. Historically, FCC licenses have
generally been renewed. We are not currently aware of any facts that would
prevent the timely renewal of our licenses to operate our radio stations,
although we cannot assure you that all of our licenses will be renewed.

The FCC classifies each AM and FM station. An AM station operates on
either a clear channel, regional channel or local channel. A clear channel is
one on which AM stations are assigned to serve wide areas. Clear channel AM
stations are classified as either: Class A stations, which operate on an
unlimited time basis and are designed to render primary and secondary service
over an extended area; Class B stations, which operate on an unlimited time
basis and are designed to render service only over a primary service area; or
Class D stations, which operate either during daytime hours only, during
limited times only or on an unlimited time basis with low nighttime power. A
regional channel is one on which Class B and Class D AM stations may operate
and serve primarily a principal center of population and the rural areas
contiguous to it. A local channel is one on which AM stations operate on an
unlimited time basis and serve primarily a community and the suburban and rural
areas immediately contiguous thereto. Class C AM stations operate on a local
channel and are designed to render service only over a primary service area
that may be reduced as a consequence of interference.

The minimum and maximum facilities requirements for a FM station are
determined by its class. FM class designations depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial
FM stations are classified as follows, in order of increasing power and antenna
height: Class A, B1, C3, B, C2, C1, C0 and C. The FCC recently adopted a rule
that subjects Class C FM stations to involuntary downgrades to Class C0 if they
do not meet certain antenna height specifications.

The following table sets forth the market, call letters, FCC license
classification, antenna height above average terrain (HAAT), power and
frequency of each of the stations that are owned and operated by us or that are
the subject of a pending acquisition or subsequent sale, and the date on which
each stations FCC license expires.

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|                 |  |              |  |           |    |                |  |           |       |           |  |             |      |            |  |            |          |                    |          |  |  |  |  | 
|---------------- |  | ------------ |  | --------- | -- | -------------- |  | --------- | ----- | --------- |  | ----------- | ---- | ---------- |  | ---------- | -------- | ------------------ | -------- |  |  |  |  | 
|                 |  | Station Call |  |           |    |                |  |           |       |           |  | Power in    |      |            |  |            |          | Expiration Date of
|Market           |  | Letters      |  | FCC Class |    | HAAT in Meters |  | Kilowatts |       | Frequency |  | FCC License
|                 |  |              |  |           |    |                |  |           |       |           |  |            
|Albany, NY       |  | WQBJ(FM)     |  |           | B  |                |  |           | 150.0 |           |  |             | 50.0 |            |  | 103.5 MHz  |          |                    | 06/01/06 | 
|                 |  | WQBK(FM)     |  |           | A  |                |  |           | 92.0  |           |  |             | 6.0  |            |  | 103.9 MHz  |          |                    | 06/01/06 | 
|                 |  | WABT(FM)     |  |           | A  |                |  |           | 107.0 |           |  |             | 5.0  |            |  | 104.5 MHz  |          |                    | 06/01/06 | 
|                 |  | WGNA(FM)     |  |           | B  |                |  |           | 300.0 |           |  |             | 12.5 |            |  | 107.7 MHz  |          |                    | 06/01/06 | 
|                 |  | WGNA(AM)#    |  |           | B  |                |  |           | N/A   |           |  |             | 5.0  |            |  | 1460 kHz   |          |                    | 06/01/06 | 
|                 |  | WTMM(AM)     |  |           | B  |                |  |           | N/A   |           |  |             | 5.0  |            |  | 1300 kHz   |          |                    | 06/01/06 | 
|Chico, CA        |  | KFMF(FM)     |  |           | B1 |                |  |           | 344   |           |  |             | 2.0  |            |  | 93.9 MHz   |          |                    | 12/01/05 | 
|                 |  | KQPT(FM)     |  |           | B  |                |  |           | 193   |           |  |             | 28.0 |            |  | 107.5 MHz  |          |                    | 12/01/05 | 
|                 |  | KALF(FM)     |  |           | B  |                |  |           | 386   |           |  |             | 7.0  |            |  | 95.7 MHz   |          |                    | 12/01/05 | 
|                 |  | KZAP(FM)     |  |           | B1 |                |  |           | 393   |           |  |             | 1.5  |            |  | 96.7 MHz   |          |                    | 12/01/05 | 
|El Paso, TX      |  | KSII(FM)     |  |           | C  |                |  |           | 433   |           |  |             | 98.0 |            |  | 93.1 MHz   |          |                    | 08/01/05 | 
|                 |  | KLAQ(FM)     |  |           | C  |                |  |           | 424   |           |  |             | 88.0 |            |  | 95.5 MHz   |          |                    | 08/01/05 | 
|                 |  | KROD(AM)     |  |           | B  |                |  |           | N/A   |           |  |             | 5.0  |            |  | 600 kHz    |          |                    | 08/01/05 | 
|Erie, PA         |  | WXKC(FM)     |  |           | B  |                |  |           | 150   |           |  |             | 50.0 |            |  | 99.9 MHz   |          |                    | 08/01/06 | 
|                 |  | WRIE(AM)     |  |           | B  |                |  |           | N/A   |           |  |             | 5.0  |            |  | 1260 kHz   |          |                    | 08/01/06 | 
|                 |  | WXTA(FM)     |  |           | B1 |                |  |           | 154   |           |  |             | 10.0 |            |  | 97.9 MHz   |          |                    | 08/01/06 | 
|                 |  | WQHZ(FM)     |  |           | A  |                |  |           | 187   |           |  |             | 1.7  |            |  | 102.3 MHz  |          |                    | 08/01/06 | 
|Flint, MI        |  | WCRZ(FM)     |  |           | B  |                |  |           | 331   |           |  |             | 50.0 |            |  | 107.9 MHz  |          |                    | 10/01/04 | 
|                 |  | WWBN(FM)     |  |           | A  |                |  |           | 328   |           |  |             | 6.0  |            |  | 101.7 MHz  |          |                    | 10/01/04 | 
|                 |  | WFNT(AM)     |  |           | B  |                |  |           | N/A   |           |  | 5.0 daytime |      | 1470 kHz   |  |            | 10/01/04 |                   
|                 |  |              |  |           |    |                |  |           |       |           |  |             |      | 1.0 night  |  |            |          |                    |          |  |  | 
|                 |  | WZRZ(FM)*    |  |           | A  |                |  |           | 133   |           |  |             | 3.5  |            |  | 93.7 MHz   |          |                    | 10/01/04 | 
|                 |  | WRXF(FM)*    |  |           | A  |                |  |           | 91    |           |  |             | 3.0  |            |  | 103.1 MHz  |          |                    | 10/01/04 | 
|                 |  | WLSP(AM)*    |  |           | B  |                |  |           | N/A   |           |  |             | 5.0  |            |  | 1530  kHz  |          |                    | 10/01/04 | 
|Grand Rapids, MI |  | WLHT(FM)     |  |           | B  |                |  |           | 168.0 |           |  |             | 40.0 |            |  | 95.7 MHz   |          |                    | 10/01/04 | 
|                 |  | WGRD (FM)    |  |           | B  |                |  |           | 180.0 |           |  |             | 13.0 |            |  | 97.9 MHz   |          |                    | 10/01/04 | 
|                 |  | WTRV(FM)     |  |           | A  |                |  |           | 92.0  |           |  |             | 3.50 |            |  | 100.5 MHz  |          |                    | 10/01/04 | 
|                 |  | WNWZ (AM)    |  |           | B  |                |  |           | N/A   |           |  | 1.0 daytime |      | 1410 kHz   |  |            | 10/01/04 |                   
|                 |  |              |  |           |    |                |  |           |       |           |  |             |      | .05 night  |  |            |          |                    |          |  |  | 
|                 |  | WFGR(FM)*    |  |           | A  |                |  |           | 150.0 |           |  |             | 2.75 |            |  | 98.7  MHz  |          |                    | 10/01/04 | 
|Lafayette, LA    |  | KMDL(FM)     |  |           | C2 |                |  |           | 171.0 |           |  |             | 38   |            |  | 97.3   MHz |          |                    | 06/01/04 | 
|                 |  | KRKA(FM)     |  |           | C1 |                |  |           | 263.0 |           |  |             | 97   |            |  | 107.9 MHz  |          |                    | 06/01/04 | 
|                 |  | KFTE(FM)     |  |           | C2 |                |  |           | 163.0 |           |  |             | 42   |            |  | 96.5   MHz |          |                    | 06/01/04 | 
|                 |  | KTDY(FM)     |  |           | C  |                |  |           | 300.0 |           |  |             | 100  |            |  | 99.9   MHz |          |                    | 06/01/04 | 
|                 |  | KPEL(FM)     |  |           | C3 |                |  |           | 89.0  |           |  |             | 25   |            |  | 105.1 MHz  |          |                    | 06/01/04 | 
|                 |  | KPEL(AM)     |  |           | B  |                |  |           | N/A   |           |  | 1.0 daytime |      | 1420  kHz  |  |            | 06/01/04 |                   
|                 |  |              |  |           |    |                |  |           |       |           |  |             |      | 0.75 night |  |            |          |                    |          |  |  | 
|                 |  | KROF(AM)     |  |           | D  |                |  |           | N/A   |           |  | 1.0 daytime |      | 960    kHz |  |            | 06/01/04 |                   
|                 |  |              |  |           |    |                |  |           |       |           |  |             |      | .095 night |  |            |          |                    |          |  |  | 
|Peoria, IL       |  | WGLO(FM)     |  |           | B1 |                |  |           | 189.0 |           |  |             | 7.0  |            |  | 95.5  MHz  |          |                    | 12/01/04 | 
|                 |  | WPPY(FM)     |  |           | A  |                |  |           | 137.0 |           |  |             | 3.3  |            |  | 101.1 MHz  |          |                    | 12/01/04 | 
|                 |  | WRVP(FM)     |  |           | A  |                |  |           | 100.0 |           |  |             | 6.0  |            |  | 98.5  MHz  |          |                    | 12/01/04 | 
|                 |  | WVEL(AM)     |  |           | D  |                |  |           | N/A   |           |  | 5.0 daytime |      | 1140  kHz  |  |            | 12/01/04 |                   
|                 |  | WFYR(FM)     |  |           | B1 |                |  |           | 103.0 |           |  |             | 23.5 |            |  | 97.3  MHz  |          |                    | 12/01/04 | 
|                 |  | WIXO(FM)     |  |           | A  |                |  |           | 178.0 |           |  |             | 1.5  |            |  | 99.9  MHz  |          |                    | 12/01/04 | 

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|               |  |              |  |           |    |                |  |           |     |           |  |              |       |            |  |           |          |                    |          |  |  |  |  | 
|-------------- |  | ------------ |  | --------- | -- | -------------- |  | --------- | --- | --------- |  | ------------ | ----- | ---------- |  | --------- | -------- | ------------------ | -------- |  |  |  |  | 
|               |  | Station Call |  |           |    |                |  |           |     |           |  | Power in     |       |            |  |           |          | Expiration Date of
|Market         |  | Letters      |  | FCC Class |    | HAAT in Meters |  | Kilowatts |     | Frequency |  | FCC License 
|               |  |              |  |           |    |                |  |           |     |           |  |             
|Redding, CA    |  | KRRX(FM)     |  |           | C  |                |  |           | 600 |           |  |              | 100.0 |            |  | 106.1 MHz |          |                    | 12/01/05 | 
|               |  | KNNN(FM)     |  |           | C2 |                |  |           | 465 |           |  |              | 1.6   |            |  | 99.3 MHz  |          |                    | 12/01/05 | 
|               |  | KQMS(AM)     |  |           | C  |                |  |           | N/A |           |  |              | 1.0   |            |  | 1400 kHz  |          |                    | 12/01/05 | 
|               |  | KSHA(FM)     |  |           | C  |                |  |           | 475 |           |  |              | 28.0  |            |  | 104.3 MHz |          |                    | 12/01/05 | 
|               |  | KRDG(FM)     |  |           | C1 |                |  |           | 379 |           |  |              | 9.9   |            |  | 105.3 MHz |          |                    | 12/01/05 | 
|               |  | KNRO(AM)     |  |           | B  |                |  |           | N/A |           |  | 10.0 daytime |       | 1670 kHz   |  |           | 12/01/05 |                   
|               |  |              |  |           |    |                |  |           |     |           |  |              |       | 1.0 night  |  |           |          |                    |          |  |  | 
|St. Cloud, MN  |  | KMXK(FM)     |  |           | C2 |                |  |           | 150 |           |  |              | 50.0  |            |  | 94.9 MHz  |          |                    | 04/01/05 | 
|               |  | WJON(AM)     |  |           | C  |                |  |           | N/A |           |  |              | 1.0   |            |  | 1240 kHz  |          |                    | 04/01/05 | 
|               |  | WWJO(FM)     |  |           | C  |                |  |           | 305 |           |  |              | 97.0  |            |  | 98.1 MHz  |          |                    | 04/01/05 | 
|               |  | KKSR(FM)     |  |           | C2 |                |  |           | 138 |           |  |              | 50.0  |            |  | 96.7 MHz  |          |                    | 04/01/05 | 
|               |  | KLZZ(FM)     |  |           | C3 |                |  |           | 126 |           |  |              | 9.0   |            |  | 103.7 MHz |          |                    | 04/01/05 | 
|               |  | KXSS(AM)     |  |           | B  |                |  |           | N/A |           |  | 2.5 daytime  |       | 1390 kHz   |  |           | 04/01/05 |                   
|               |  |              |  |           |    |                |  |           |     |           |  |              |       | 1.0 night  |  |           |          |                    |          |  |  | 
|Utica-Rome, NY |  | WODZ(FM)     |  |           | B1 |                |  |           | 184 |           |  |              | 7.4   |            |  | 96.1 MHz  |          |                    | 06/01/06 | 
|               |  | WLZW(FM)     |  |           | B  |                |  |           | 201 |           |  |              | 25.0  |            |  | 98.7 MHz  |          |                    | 06/01/06 | 
|               |  | WFRG(FM)     |  |           | B  |                |  |           | 151 |           |  |              | 100.0 |            |  | 104.3 MHz |          |                    | 06/01/06 | 
|               |  | WIBX(AM)     |  |           | B  |                |  |           | N/A |           |  |              | 5.0   |            |  | 950 kHz   |          |                    | 06/01/06 | 
|               |  | WRUN(AM)     |  |           | B  |                |  |           | N/A |           |  | 5.0 daytime  |       | 1150 kHz   |  |           | 06/01/06 |                   
|               |  |              |  |           |    |                |  |           |     |           |  |              |       | 1.0 night  |  |           |          |                    |          |  |  | 
|Watertown, NY  |  | WCIZ(FM)     |  |           | A  |                |  |           | 100 |           |  |              | 6.0   |            |  | 93.3 MHz  |          |                    | 06/01/06 | 
|               |  | WFRY(FM)     |  |           | C1 |                |  |           | 145 |           |  |              | 97.0  |            |  | 97.5 MHz  |          |                    | 06/01/06 | 
|               |  | WTNY(AM)     |  |           | B  |                |  |           | N/A |           |  |              | 1.0   |            |  | 790 kHz   |          |                    | 06/01/06 | 
|               |  | WNER(AM)     |  |           | B  |                |  |           | N/A |           |  | 3.5 daytime  |       | 1410 kHz   |  |           | 06/01/06 |                   
|               |  |              |  |           |    |                |  |           |     |           |  |              |       | 0.04 night |  |           |          |                    |          |  |  | 



---

|* |  | Stations indicated with an asterisk (*) are subject to acquisition by us
under an existing agreement.
|- |  | -----------------------------------------------------------------------------------------------------
| 
|# |  | We have subsequently sold those stations indicated with a pound sign (#).                            

Transfers or Assignment of Licenses. The Communications Act prohibits the
assignment or transfer of a broadcast license without the prior approval of the
FCC. In determining whether to grant approval, the FCC considers a number of
factors pertaining to the licensee (and proposed licensee), including:



| | - |  | compliance with the various rules limiting common ownership of media
properties in a given market, as well as level of market concentration
that would result from the proposed transaction;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | 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.                                                      

To obtain FCC consent to assign or transfer control of a broadcast
license, appropriate applications must be filed with the FCC. If the
application involves a substantial change in

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ownership or control, the application must be placed on public notice for not
less than 30 days during which time petitions to deny or other objections
against the application may be filed by interested parties, including members
of the public. Once the FCC grants an application, interested parties may seek
reconsideration of that grant for 30 days, after which time the FCC may for
another ten days reconsider the grant on its own motion. If the application
does not involve a substantial change in ownership or control, it is a pro
forma application. The pro forma application is nevertheless subject to
having informal objections filed against it. When passing on an assignment or
transfer application, the FCC is prohibited from considering whether the public
interest might be served by an assignment or transfer of the broadcast license
to any party other than the assignee or transferee specified in the
application.

Multiple Ownership Rules. The Communications Act, the Telecommunications
Act of 1996 and FCC rules impose specific limits on the number of commercial
radio stations an entity can own in a single market. These rules preclude us
from acquiring certain stations we might otherwise seek to acquire. The rules
also effectively prevent us from selling stations in a market to a buyer that
has reached its ownership limit in the market. The local radio ownership rules
are as follows:



| | - |  | in markets with 45 or more commercial 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 commercial 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 commercial 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 commercial 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.

The FCC has, for several years, followed a practice of reviewing proposed
transactions based on the degree of concentration that would result from such
transactions in the market for radio advertising revenue. The FCC has recently
undertaken a comprehensive review of what, if any, consideration should be
given in its review of license transfer applications to issues of market
concentration. The outcome of this review and its impact on our business
remains uncertain.

In addition to the limits on the number of radio stations that a single
owner may own in a particular geographic market, the FCC also has
cross-ownership rules which limit or prohibit radio station ownership by the
owner of television stations or a newspaper in the same market. The FCC has
revised its radio/television cross-ownership rule to allow for greater common
ownership of radio and television stations. The revised radio/television
cross-ownership rule permits a single owner to own up to two television
stations, consistent with the FCCs rules on common ownership of television
stations, and one radio station in all markets. In addition, an owner can own
additional radio stations, subject to local ownership limits for the market, as
follows:



| | - |  | in markets where 20 media voices will remain, an owner may own an
additional five radio stations, or, if the owner only has one
television station, an additional six radio stations; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | - |  | in markets where ten media voices will remain, an owner may own an
additional three radio stations.
| | - |  | ---------------------------------------------------------------------------------------------------

A media voice includes each independently-owned, full power television and
radio station and each newspaper, plus one voice for all cable television
systems operating in the market. The FCCs broadcast/newspaper cross-ownership
rule prohibits the same owner from owning a broadcast station and a daily
newspaper in the same geographic market.

The FCC generally applies its ownership limits to attributable interests
held by an individual, corporation, partnership or other association. In the
case of corporations directly or indirectly controlling broadcast licenses, the
interests of officers, directors and those who, directly or indirectly, have
the right to vote 5.0% or more of the corporations voting stock are generally
attributable. In addition, certain passive investors are attributable if they
hold 20.0% or more of the corporations voting stock.

The FCC also has a rule, known as the equity-debt-plus rule, which causes
certain creditors or investors to be attributable owners of a station,
regardless of whether there is a single majority shareholder. Under this rule,
a major programming supplier or a same-market owner will be an attributable
owner of a station if the supplier or owner holds debt or equity, or both, in
the station that is greater than 33.0% of the value of the stations total debt
plus equity. A major programming supplier includes any programming supplier
that provides more than 15.0% of the stations weekly programming hours. A
same-market owner includes any attributable owner of a media company, including
broadcast stations, cable television, and newspapers, located in the same
market as the station, but only if the owner is attributable under an FCC
attribution rule other than the equity-debt-plus rule. The attribution rules
limit the number of radio stations we may acquire or own in any market and may
also limit the ability of certain potential buyers of stations owned by us from
being able to purchase some or all of the stations which they might otherwise
wish to purchase from us.

Alien Ownership Rules. The Communications Act prohibits the issuance or
holding of broadcast licenses by aliens, including any corporation if more than
20.0% of its capital stock is owned or voted by aliens. In addition, the FCC
may prohibit any corporation from holding a broadcast license if the
corporation is directly or indirectly controlled by any other corporation of
which more than 25.0% of the capital stock is owned of record or voted by
aliens, if the FCC finds that the prohibition is in the public interest. These
restrictions apply in similar fashion to other forms of businesses and
organizations, including partnerships and limited liability companies. Our
charter provides that our capital stock is subject to redemption by us by
action of the Board of Directors to the extent necessary to prevent the loss of
any license held by us, including any FCC license.

Time Brokerage. Over the past few years, a number of radio stations have
entered into what have commonly been referred to as time brokerage agreements
or local marketing agreements. While these agreements may take varying forms,
under a typical time brokerage agreement, separately owned and licensed radio
stations agree to enter into cooperative arrangements of varying sorts, subject
to compliance with the requirements of antitrust laws and with the FCCs rules
and policies. Under these arrangements, separately-owned stations could agree
to function cooperatively in programming, advertising sales and similar
matters, subject to the requirement that the licensee of each station maintain
independent control over the programming and operations of its own station. One
typical type of time brokerage agreement is a programming agreement between two
separately-owned radio stations serving a common service

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area, whereby the licensee of one station provides substantial portions of the
broadcast programming for airing on the other licensees station, subject to
ultimate editorial and other controls being exercised by the latter licensee,
and sells advertising time during those program segments.

The FCCs rules provide that a radio station that brokers more than 15.0%
of its weekly broadcast time on another station serving the same market will be
considered to have an attributable ownership interest in the brokered station
for purposes of the FCCs multiple ownership rules. As a result, in a market
where we own a radio station, we would not be permitted to enter into a time
brokerage agreement with another local radio station in the same market that we
could not own under the local ownership rules, unless our programming on the
brokered station constituted 15.0% or less of the other local stations
programming time on a weekly basis. FCC rules also prohibit a radio station
from duplicating more than 25.0% of its programming on another station in the
same broadcast service (i.e., AM-AM or FM-FM) through a time brokerage
agreement where the brokered and brokering stations which it owns or programs
serve substantially the same area.

Programming and Operation. The Communications Act requires broadcasters to
serve the public interest. Since 1981, the FCC gradually has relaxed or
eliminated many of the more formalized procedures it developed to promote the
broadcast of types of programming responsive to the needs of a stations
community of license. However, licensees continue to be required to present
programming that is responsive to community problems, needs and interests and
to maintain records demonstrating such responsiveness. Complaints from
listeners concerning a stations programming will be considered by the FCC when
it evaluates the licensees renewal application, although listener complaints
may be filed and considered at any time and must be maintained in the stations
public file.

Stations also must pay regulatory and application fees and follow various
FCC rules that regulate, among other things, political advertising, the
broadcast of obscene or indecent programming, the advertisement of casinos and
lotteries, sponsorship identification and technical operations, including
limits on radio frequency radiation.

The FCC has adopted rules prohibiting employment discrimination by
broadcast stations on the basis of race, religion, color, national origin, and
gender; and requiring broadcasters to implement programs to promote equal
employment opportunities (EEO) at their stations. The rules generally require
broadcast stations to disseminate information about job openings widely so that
all qualified applicants, including minorities and women, have an adequate
opportunity to compete for the job. These rules were suspended at the beginning
of 2001 in response to a January 16, 2001 decision of the Court of Appeals for
the District of Columbia that vacated the rules. On December 13, 2001, the FCC
sought comments on the new proposed EEO rules. The proposed rules require
broadcasters to widely disseminate information about job openings to all
segments of the community to ensure that all qualified applicants have
sufficient opportunity to apply for the job. The proposed rules require
sending job vacancy announcements to recruitment organizations and selecting
from a menu of non-vacancy specific outreach approaches such as job fairs,
internship programs, and interaction with educational and community groups.
Also, broadcasters must file an annual EEO report with the FCC detailing their
outreach efforts. Broadcasters with ten or more full-time employees must file
a statement with the FCC certifying compliance with the EEO rules in the fourth
year of the license term. Broadcasters also must file employment information
with the FCC annually for statistical purposes. Until the FCC has issued final
rules, the impact of the pending EEO rules are unclear.

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The FCC recently issued a decision holding that a broadcast station may
not deny a candidate for federal political office a request for broadcast
advertising time solely on the grounds that the amount of time requested is not
the standard length of time which the station offers to its commercial
advertisers. This decision is currently being reconsidered by the FCC. The
effect that this FCC decision will have on our programming and commercial
advertising is uncertain.

Periodically, we may be required to obtain special temporary authority
from the FCC to operate one or more of the stations in a manner different from
the licensed parameters so that we can complete scheduled construction or
maintenance, or so that we may repair damaged or broken equipment without
interrupting service.

Proposed and Recent Changes. Congress and the FCC may in the future
consider and adopt new laws, regulations and policies regarding a wide variety
of matters that could, directly or indirectly, affect the operation, ownership
and profitability of our radio stations, result in the loss of audience share
and advertising revenue for our radio stations, and affect our ability to
acquire additional radio stations or finance such acquisitions. Such matters
include:



| | - |  | proposals to impose spectrum use or other fees on FCC licensees;                                                                                                                        
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | technical and frequency allocation matters;                                                                                                                                             
|
| | - |  | proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;                                                                                          
|
| | - |  | changes in the FCCs attribution and multiple ownership policies, including narrowing the definition of the local market
for multiple ownership purposes;                               
|
| | - |  | changes to broadcast technical requirements;                                                                                                                                            
|
| | - |  | proposals to allow telephone or cable television companies to deliver audio and video programming to the home through
existing phone, cable television or other communication lines; and
|
| | - |  | proposals to limit the tax deductibility of advertising expenses by advertisers.                                                                                                        

The FCC currently is considering standards for evaluating, authorizing,
and implementing terrestrial digital audio broadcasting technology, including
In-Band On-Channel technology, for FM radio stations. Digital audio
broadcastings advantages over traditional analog broadcasting technology
include improved sound quality and the ability to offer a greater variety of
auxiliary services. In-Band On-Channel technology would permit an FM
station to transmit radio programming in both analog and digital formats, or in
digital only formats, using the bandwidth that the radio station is currently
licensed to use. It is unclear what regulations the FCC will adopt regarding
digital audio broadcasting or In-Band On-Channel technology and what effect
such regulations would have on our business or the operations of our radio
stations.

On January 20, 2000, the FCC voted to adopt rules creating a new low power
FM radio service. The new low power stations will operate at a maximum power of
between ten and 100 watts in the existing FM commercial and non-commercial
band. Low power stations may be used by governmental and non-profit
organizations to provide noncommercial educational programming or public safety
and transportation radio services. No existing broadcaster or other

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media entity, including Regent, will be permitted to have an ownership interest
or enter into any program or operating agreement with any low power FM station.
During the first two years of the new service, applicants must be based in the
area that they propose to serve. Applicants will not be permitted to own more
than one station nationwide during the initial two-year period. After the
initial two-year period, entities will be allowed to own up to five stations
nationwide, and after three years, the limit will be raised to ten stations
nationwide. A single person or entity may not own two low power stations whose
transmitters are less than seven miles from each other. The authorizations for
the new stations will not be transferable. In April 2001, the FCC adopted a
third channel interference protection standard, and prohibited any applicant
from obtaining a low power FM station who has previously operated a station
without a license. The FCC has begun accepting applications and issuing some
authorizations for new low power FM stations.

At this time it is difficult to assess the competitive impact of these new
stations. Although the new low power stations must comply with certain
technical requirements aimed at protecting existing FM radio stations from
interference, we cannot be certain of the level of interference that low power
stations will cause after they begin operating. Moreover, if low power FM
stations are licensed in the markets in which we operate, the low power
stations may compete for listeners and advertisers. The low power stations may
also limit our ability to obtain new licenses or to modify our existing
facilities, or cause interference to areas of existing service that are not
protected by the FCCs rules, any of which may have a material adverse affect
on our business.

Finally, the FCC has adopted procedures for the auction of broadcast
spectrum in circumstances where two or more parties have filed for new or major
change applications, which are mutually exclusive. Such procedures may limit
our efforts to modify or expand the broadcast signals of our stations.

We cannot predict what other matters might be considered in the future by
the FCC or Congress, nor can we judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on our business.

Federal Antitrust Considerations.The Federal Trade Commission and the
United States Department of Justice, which evaluate transactions to determine
whether those transactions should be challenged under the federal antitrust
laws, have been increasingly active recently in their review of radio station
acquisitions, particularly where an operator proposes to acquire additional
stations in its existing markets.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules promulgated
thereunder, require the parties to file Notification and Report Forms with the
Federal Trade Commission and the Department of Justice and to observe specified
waiting period requirements before consummating the acquisition. During the
initial 30-day period after the filing, the agencies decide which of them will
investigate the transaction. If the investigating agency determines that the
transaction does not raise significant antitrust issues, then it will either
terminate the waiting period or allow it to expire after the initial 30 days.
On the other hand, if the agency determines that the transaction requires a
more detailed investigation, then, at the conclusion of the initial 30-day
period, it will issue a formal request for additional information. The issuance
of a formal request extends the waiting period until the 20th calendar day
after the date of substantial compliance by all parties to the acquisition.
Thereafter, the waiting period may only be extended by court order or with the
consent of the parties. In practice, complying with a formal request can take a
significant amount of time. In addition, if the investigating agency raises
substantive issues in connection with a proposed transaction, then the parties
frequently engage in lengthy discussions or negotiations

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with the investigating agency concerning possible means of addressing those
issues, including persuading the agency that the proposed acquisition would not
violate the antitrust laws, restructuring the proposed acquisition, divestiture
of other assets of one or more parties, or abandonment of the transaction.
These discussions and negotiations can be time consuming, and the parties may
agree to delay completion of the acquisition during their pendency.

At any time before or after the completion of a proposed acquisition, the
Federal Trade Commission or the Department of Justice could take such action
under the antitrust laws as it considers necessary or desirable in the public
interest, including seeking to enjoin the acquisition or seeking divestiture of
the business or other assets acquired. Acquisitions that are not required to be
reported under the Hart-Scott-Rodino Act may be investigated by the Federal
Trade Commission or the Department of Justice under the antitrust laws before
or after completion. In addition, private parties may under certain
circumstances bring legal action to challenge an acquisition under the
antitrust laws.

As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that commencement of
operations under time brokerage agreements, local marketing agreements, joint
sales agreements and other similar agreements customarily entered into in
connection with radio station transfers prior to the expiration of the waiting
period under the Hart-Scott-Rodino Act could violate the Hart-Scott-Rodino Act.
In connection with acquisitions subject to the waiting period under the
Hart-Scott-Rodino Act, so long as the Department of Justice policy on the issue
remains unchanged, we would not expect to commence operation of any affected
station to be acquired under time brokerage agreement, local marketing
agreement or similar agreement until the waiting period has expired or been
terminated.




ITEM 2.     PROPERTIES.

The types of properties required to support each of our radio stations
include offices, studios, transmitter sites and antenna sites. A stations
studios are generally housed with its offices in business districts. The
transmitter sites and antenna sites are generally located so as to provide
maximum market coverage.

We currently own studio facilities in Redding, California; Burton (Flint),
Michigan; Lafayette, Louisiana; Pekin (Peoria), Illinois; St. Cloud, Minnesota;
Whitesboro (Utica-Rome), New York; and Watertown, New York. We own transmitter
and antenna sites in Redding, California; Burton (Flint), Michigan; St. Cloud,
Rice, Stearns County and Graham Township (St. Cloud), Minnesota; Whitestown,
Deerfield and Kirkland (Utica-Rome), New York; Watertown and Rutland
(Watertown), New York; Peoria County and Woodford County (Peoria), Illinois;
Lafayette and Abbeville (Lafayette), Louisiana; El Paso, Texas; Albany, New
York; and Grand Rapids, Michigan. We expect to acquire additional real estate
in connection with our pending transactions. We lease our remaining studio and
office facilities, including corporate office space in Covington, Kentucky, and
our remaining transmitter and antenna sites. We do not anticipate any
difficulties in renewing any facility leases or in leasing alternative or
additional space, if required. We own substantially all of our other equipment,
consisting principally of transmitting antennae, towers, transmitters, studio
equipment and general office equipment.

Substantially all of our personal property and equipment serve as
collateral for our obligations under our existing credit facility.

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ITEM 3.     LEGAL PROCEEDINGS.

We currently and from time to time are involved in litigation incidental
to the conduct of our business, but we are not a party to any lawsuit or
proceeding that, in our opinion, is likely to have a material adverse effect on
us.




ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to our security holders during the fourth
quarter of the fiscal year ended December 31, 2001.




PART II




ITEM 5.     MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Shares of our common stock have been quoted on The Nasdaq Stock Market
under the symbol RGCI since January 25, 2000 following effectiveness of the
registration statement for the initial public offering of our common stock. The
following table sets forth, for each of the calendar quarters indicated, the
reported high and low sales prices of our common stock as reported in the
Nasdaq National Market.

|                                            |  |      |         |     |  |   |        | 
|------------------------------------------- |  | ---- | ------- | --- |  | - | ------ | 
|                                            |  | High |         | Low
|                                            |  |      |         |    
|2001                                        |  |      |         |     |  |   |        | 
|First quarter                               |  | $    | 9.7812  |     |  | $ | 5.6250 | 
|Second quarter                              |  | $    | 11.9900 |     |  | $ | 6.0500 | 
|Third quarter                               |  | $    | 8.7100  |     |  | $ | 5.7500 | 
|Fourth quarter                              |  | $    | 7.3500  |     |  | $ | 4.8800 | 
|2000                                        |  |      |         |     |  |   |        | 
|First quarter (commencing January 25, 2000) |  | $    | 14.2500 |     |  | $ | 9.3125 | 
|Second quarter                              |  | $    | 12.5469 |     |  | $ | 4.5000 | 
|Third quarter                               |  | $    | 9.1250  |     |  | $ | 5.1250 | 
|Fourth quarter                              |  | $    | 7.3750  |     |  | $ | 3.5000 | 

As of March 11, 2002, there were approximately 373 holders of record of
our common stock. The number of record holders was determined from the records
of our transfer agent and does not include beneficial owners of common stock
whose shares are held in the names of securities brokers, dealers and
registered clearing agencies.

We have never declared or paid cash dividends on our common stock and do
not intend to do so in the foreseeable future. In addition, our credit
agreement with our lenders prohibits the payment of cash dividends on our
common stock.

In March 2001, 22,825 shares of our common stock were issued as a stock
bonus to certain corporate employees at a price of $7.469 per share. These
securities were issued pursuant

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to the exemptions contained in section 4(2) of the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

In November 2001, 900,000 shares of our common stock at a price of $5.75
per share were issued in a private placement offering, as described below under
Managements Discussion and Analysis of Financial Condition and Results of
Operations. 200,000 of these shares, sold to a venture capital fund related to
one of our independent directors, and the associated cash proceeds,
were held in escrow until February 2002, pending confirmation from Nasdaq that
stockholder approval would not be required for such sale. These securities were
issued pursuant to the exemptions contained in section 4(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

In December 2001, a total of 19,623 shares of our common stock were issued
to four former directors of Faircom Inc. at a price of $1.2057 per share upon
the exercise of options that were outstanding under the Regent Communications,
Inc. Faircom Conversion Stock Option Plan, which provided substitute options
for those granted under the Faircom Inc. Stock Option Plan prior to our merger
with Faircom Inc. These shares issued on exercise of options were issued
pursuant to the exemptions contained in section 4(2) of the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.

In December 2001, we issued 215,828 shares of our common stock to the
selling corporation in connection with our acquisition of radio stations in
Lafayette, Louisiana, as described below under Managements Discussion and
Analysis of Financial Condition and Results of Operations. These securities
were issued pursuant to the exemptions contained in section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.

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ITEM 6.     SELECTED FINANCIAL DATA.

The selected financial data below should be read in conjunction with
our consolidated financial statements and related notes and Managements
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this report.

|                                                                                |  |                                      |        |      |  |                                       |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | ---- |  | ------------------------------------- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | - |  | - | ------ | -
|                                                                                |  | SELECTED CONSOLIDATED FINANCIAL DATA
|                                                                                |  |                                      |        |      |  | (In thousands, except per share data) |         |      |  |     
|                                                                                |  |                                      |        |      |  | YEAR ENDED DECEMBER 31,               |         |      |  |     
|                                                                                |  |                                     
|                                                                                |  | 2001                                 |        | 2000 |  | 1999                                  |         | 1998 |  | 1997
|                                                                                |  |                                      |        |      |  |                                       |         |      |  |     
|OPERATING RESULTS (1) (2):                                                      |  |                                      |        |      |  |                                       |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|Net broadcasting revenues                                                       |  | $                                    | 53,745 |      |  | $                                     | 44,107  |      |  | $    | 23,854  |   |  | $ | 14,772  |   |  | $ | 5,993  |  
|Operating (loss) income                                                         |  |                                      | (3,078 | )    |  |                                       | 831     |      |  |      | (612    | ) |  |   | (433    | ) |  |   | 1,015  |  
|(Loss) income before income
taxes and extraordinary items                       |  |                                      | (2,378 | )    |  |                                       | 14,966  |      |  |      | (6,300  | ) |  |   | (3,290  | ) |  |   | (363   | )
|Extraordinary items (3)                                                         |  |                                      |       |      |  |                                       | (1,114  | )    |  |      | (471    | ) |  |   | (1,170  | ) |  |   | (4,333 | )
|Net (loss) income                                                               |  |                                      | (1,713 | )    |  |                                       | 13,852  |      |  |      | (6,771  | ) |  |   | (4,460  | ) |  |   | (4,696 | )
|Preferred stock dividend requirements                                           |  |                                      |       |      |  |                                       | (629    | )    |  |      | (5,205  | ) |  |   | (2,166  | ) |  |   |       |  
|Preferred
stock accretion (4)                                                   |  |                                      |       |      |  |                                       | (26,611 | )    |  |      | (17,221 | ) |  |   | (4,787  | ) |  |   |       |  
|Loss applicable to common shares                                                |  |                                      | (1,713 | )    |  |                                       | (13,388 | )    |  |      | (29,197 | ) |  |   | (11,413 | ) |  |   | (4,696 | )
|BASIC AND DILUTED NET LOSS
PER COMMON SHARE:                                    |  |                                      |        |      |  |                                       |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|Loss before extraordinary
items                                                 |  | $                                    | (0.05  | )    |  | $                                     | (0.39   | )    |  | $    | (119.69 | ) |  | $ | (42.67  | ) |  | $ | (1.51  | )
|Extraordinary items                                                             |  |                                      |       |      |  |                                       | (0.03   | )    |  |      | (1.96   | ) |  |   | (4.88   | ) |  |   | (18.06 | )
|                                                                                |  |                                      |        |      |  |                                       |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|Basic and diluted net loss per
common share                                     |  | $                                    | (0.05  | )    |  | $                                     | (0.42   | )    |  | $    | (121.65 | ) |  | $ | (47.55  | ) |  | $ | (19.57 | )
|                                                                                |  |                                      |        |      |  |                                       |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|Weighted average number of common
shares used in basic and diluted
calculations |  |                                      | 34,218 |      |  |                                       | 31,715  |      |  |      | 240     |   |  |   | 240     |   |  |   | 240    |  

|                                                        |  |              |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------------- |  | ------------ | ------- | ---- |  | ---- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                        |  | DECEMBER 31,
|                                                        |  |             
|                                                        |  | 2001         |         | 2000 |  | 1999 |         | 1998 |  | 1997
|                                                        |  |              |         |      |  |      |         |      |  |     
|BALANCE SHEET DATA (1) (2):                             |  |              |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |         |  
|Current assets                                          |  | $            | 12,179  |      |  | $    | 12,012  |      |  | $    | 10,329  |   |  | $ | 11,619  |   |  | $ | 1,919   |  
|Total assets                                            |  |              | 306,356 |      |  |      | 252,733 |      |  |      | 83,727  |   |  |   | 67,618  |   |  |   | 13,010  |  
|Current liabilities                                     |  |              | 6,054   |      |  |      | 4,902   |      |  |      | 3,115   |   |  |   | 13,027  |   |  |   | 860     |  
|Long-term debt and capital leases,
less current portion |  |              | 87,095  |      |  |      | 45,094  |      |  |      | 25,331  |   |  |   | 34,618  |   |  |   | 21,912  |  
|Redeemable preferred stock                              |  |              |        |      |  |      |        |      |  |      | 89,265  |   |  |   | 27,406  |   |  |   |        |  
|Total stockholders equity (deficit)                    |  | $            | 208,338 |      |  | $    | 198,420 |      |  | $    | (37,810 | ) |  | $ | (10,077 | ) |  | $ | (10,182 | )



---

|(1) |  | Acquisitions in 2001, 2000, 1999 and 1998, affect comparability among
years (see Note 2 in Notes to
Consolidated Financial Statements).                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | On June 15, 1998, we acquired, pursuant to an agreement of
merger, all of the outstanding common stock of Faircom Inc. for
3,700,000 shares of our Series C convertible preferred stock. The
acquisition was treated for accounting purposes as the acquisition
of Regent by Faircom under the purchase method of accounting, with
Faircom as the accounting acquirer. Consequently, the historical
financial statements prior to June 15, 1998, the date of merger,
are those of Faircom.
|   
|(3) |  | Refer to Managements Discussion and Analysis of Financial
Condition and Results of Operations for discussion of 2000
extraordinary item.                                                                                                                                                                                                                                                                                                                                                 
|   
|(4) |  | Refer to Note 3 of the Notes
to Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                        

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ITEM 7.     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Introduction

General

Our company was formed in November 1996 to acquire, own and operate
clusters of radio stations in mid-sized and small markets. The proceeds from
our January 2000 Initial Public Offering (IPO) and borrowings from our credit
facility have given us the ability to increase our size significantly over the
past two years. We currently own and operate 57 radio stations in 12 markets.
During the 2001 year, we acquired 17 radio stations in two new markets and two
of our existing markets and disposed of three radio stations in one market. We
also disposed of one station during the first quarter of 2002. We have
agreements to purchase four additional radio stations in two of our existing
markets. We began providing programming services to two of our pending radio
stations in December 2001, and to the remaining two radio stations in January
2002.

The principal source of our revenue is the sale of broadcasting time on
our radio stations for advertising. As a result, our revenue is affected
primarily by the advertising rates our radio stations charge. Correspondingly,
the rates are based upon a stations ability to attract audiences in the
demographic groups targeted by its advertisers, as measured principally by
periodic Arbitron Radio Market Reports. In 2001, our radio stations derived
approximately 85% of their net broadcast revenues from local and regional
advertising in the markets in which they operated, and the remainder resulted
principally from the sale of national advertising.

The financial results of our business are seasonal. As is typical in the
radio broadcasting industry, our first calendar quarter will be expected to
produce the lowest revenues for the year, and the fourth calendar quarter will
be expected to produce the highest revenues for the year. Our operating results
in any period may be affected by the incurrence of advertising and promotion
expenses that do not necessarily produce commensurate revenues until the impact
of the advertising and promotion is realized in future periods.

Excluding gains on the sale or exchange of radio stations, we have
historically generated net losses, primarily as a result of significant
non-cash charges for depreciation and amortization relating to the acquisitions
of radio stations and interest charges on outstanding debt. Prior to
July 1, 2001, we historically amortized on a straight-line method the FCC
licenses and goodwill attributable to substantially all of our radio station
acquisitions over a 15- to 40-year period. During 2001, the Financial
Accounting Standards Board issued new guidance on purchase accounting and the
amortization of intangible assets, which will significantly reduce the amount
of non-cash amortization charges we recognize in our financial statements
beginning in 2002. Further information regarding this accounting change is
included under Effect of Recently Issued Accounting Pronouncements. Based upon
the large number of acquisitions we consummated within the last two years, we
anticipate that depreciation charges will continue to be significant for
several years. To the extent that we complete additional acquisitions, our
interest expense and depreciation charges related to property and equipment and
other intangible assets are likely to increase.

The performance of a radio station group, such as ours, is customarily
measured by its ability to generate broadcast cash flow. The term broadcast
cash flow means operating income (loss) before depreciation and amortization
and corporate general and administrative expenses. Although broadcast cash flow
is not a measure of performance calculated in accordance with

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generally accepted accounting principles, we believe that broadcast cash flow
is accepted by the broadcasting industry as a generally recognized measure of
performance and is used by analysts who report publicly on the performance of
broadcasting companies. Nevertheless, this measure should not be considered in
isolation or as a substitute for operating income (loss), net income (loss),
net cash provided by (used in) operating activities or any other measure for
determining our operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles.

Our financial results are dependent on a number of factors, including the
general strength of the local and national economies, population growth, the
ability to provide popular programming, local market and regional competition,
relative efficiency of radio broadcasting compared to other advertising media,
signal strength and government regulation and policies. From time to time, the
markets in which we operate experience weak economic conditions that may
negatively affect our revenue. We believe, however, that this impact is
somewhat mitigated by our diverse geographical presence.

September 11, 2001

The effects of the September 11, 2001 terrorist activities had a
significant impact on our business during the second half of 2001. At the time
of the attacks, we decided the public interest would be best served by the
presentation of continuous, commercial-free coverage of the unfolding events on
our stations. The resulting loss of revenue, plus the economic uncertainty
fueled by the attacks, on top of an already sluggish economy, resulted in
reduced earnings during the third and fourth quarters of the year. We were
able to recover some of the lost revenues by rescheduling missed spots to later
dates. However some of the advertising spots were time sensitive, causing the
revenue to be permanently lost. Additionally, revenues were affected as some
advertisers marketing budgets were reduced due to the effect of the terrorist
attacks upon their own revenues, and in some cases, advertisers made
significant contributions to the September 11 relief funds, further reducing
their available advertising dollars. While we dont expect to experience any
further impact upon our revenues from the September 11, 2001 attacks, we cannot
predict the effect upon our business of future terrorist attacks, if any.

Effect of Recently Issued Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 addresses
the financial accounting and reporting for the impairment or disposal of
long-lived assets, including the disposal of a segment of a business. SFAS 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If the carrying amount of an asset exceeds its
estimated future cash flows, an impairment charge is recognized by the amount
by which the carrying amount of the asset exceeds the fair value of the asset.
SFAS 144 requires companies to separately report discontinued operations and
extends that reporting to a component of an entity that either has been
disposed of (by sale, abandonment, or in a distribution to owners) or is
classified as held for sale. Furthermore, future operating losses relating to
discontinued operations can no longer be recorded before they occur. Assets to
be disposed of are reported at the lower of the carrying amount or fair value,
less costs to sell. The statement is effective for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. We have not
yet determined the impact, if any, of adopting SFAS 144.

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In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations (SFAS 143) that
addresses the recognition of asset retirement obligations. The objective of
SFAS 143 is to provide guidance for legal obligations associated with the
retirement of tangible long-lived assets. The statement is effective for fiscal
years beginning after June 15, 2002. We have not yet determined the impact, if
any, of adopting SFAS 143.

In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, Business Combinations (SFAS 141) and No. 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 141, which became effective on July 1,
2001, eliminated the use of pooling of interests for all business combinations
initiated after June 29, 2001 and also established specific criteria for the
recognition of intangible assets separate from goodwill. As we have
historically reflected acquisitions using the purchase method, we do not
believe SFAS 141 will have a significant impact on us. SFAS 142 requires that
a company no longer amortize the goodwill and intangible assets determined to
have an indefinite life and also requires an annual impairment testing of those
assets. SFAS 142 must be adopted in the first quarter of the first fiscal year
beginning after December 15, 2001. We will adopt SFAS 142 on January 1, 2002.
We are currently evaluating the full impact that SFAS 141 and SFAS 142 will
have on our consolidated financial statements, and believe that SFAS 142 could
have a material impact on our financial statements, as amortization of goodwill
and certain other intangible assets represents a significant expense for us.
Amortization expense related to goodwill and indefinite lived intangibles was
approximately $10.5 million, $6.4 million, and $2.0 million, respectively, for
the years ended December 31, 2001, 2000 and 1999. In addition, upon adoption,
we will perform the first of the required impairment tests of goodwill and
indefinite lived intangibles and have not yet determined what the effect of
these tests will be on our financial position or results of operations.

When amortization of our indefinite lived assets
ceases on January 1, 2002, due to the adoption of SFAS 142, the
reversal of deferred tax liabilities relating to those intangible
assets will no longer be assured within the Companys net
operating loss carryforward period. We are in the process of
assessing the effects of this pronouncement on the realizability of
our deferred tax assets, and a valuation allowance could be required.
We have not yet determined the magnitude of this
adjustment.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make judgements and estimates that affect the reported amounts of
assets, liabilities, revenues, and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, the most significant of which include establishing allowances for
doubtful accounts, evaluating the realizability of our deferred tax assets and
determining the recoverability of our long-lived assets. The basis for our
estimates are historical experience and various assumptions that are believed
to be reasonable under the circumstances, given the available information at
the time of the estimate, the results of which form the basis for making
judgements about the carrying values of assets and liabilities that are not
readily available from other sources. Actual results may differ from these
estimates under different assumptions and conditions.

We believe the following critical accounting policies affect our more
significant judgements and estimates used in the preparation of our
consolidated financial statements.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Allowance
for Doubtful Accounts We maintain an allowance for doubtful
accounts for estimated losses resulting from the inability of our
customers to make required payments. Based on historical information, we
believe that our allowance is adequate. However, changes in general
economic, business and market conditions could affect the ability of our
customers to make their required payments; therefore, the allowance for
doubtful accounts is reviewed monthly and changes to the allowance are
updated as new information is received.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Deferred Tax Assets At December 31, 2001, we had a deferred tax asset
of approximately $10.8 million, the primary component of which is our net
operating loss carryforwards. We believe that at December 31, 2001, these carryforwards are fully
realizable due to the existence of certain deferred tax liabilities,
primarily related to broadcast licenses and goodwill, that under
current accounting guidance, would be expected to reverse during the carryforward period, as well as a
tax planning strategy that is available to us. Accordingly, we have not
recorded a valuation allowance to reduce our deferred tax assets. The
need to record a valuation allowance against our deferred tax assets is
reviewed quarterly, and if we were to determine that we would be unable
to realize all or a portion of the deferred tax assets in the future, an
adjustment to the deferred tax assets would be recorded as expense in the
period such determination was made. If our provisions for current or
deferred taxes are not adequate, or if laws change unfavorably, we could
experience losses in excess of the current or deferred income tax
provisions we have established. For discussion regarding the pending
adoption of SFAS 142, see Effects of Recently Issued Accounting
Pronouncements.
|
| | Long-Lived Assets We have a significant amount of long-lived assets,
such as property, equipment, goodwill, FCC licenses and other intangible
assets recorded on our balance sheet. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. We determine the
recoverability of our long-lived assets by comparing the carrying amount
of the asset to the estimated undiscounted future net cash flows expected
to be generated by the asset. Numerous factors could impact the future
cash flows expected to be generated by an asset, including changing
listenership patterns, increased competition in the market and future
industry trends. If we were to determine a permanent impairment had
occurred, a charge would be made against income in the period such
determination was made.                                                                                                                                                                                                                                                                                                                                                                                                                 

Cautionary Statement Concerning Forward-Looking Statements

This Form 10-K includes certain forward-looking statements with respect to
our company and its business that involve risks and uncertainties. These
statements are influenced by our financial position, business strategy,
budgets, projected costs and the plans and objectives of management for future
operations. They use words such as anticipate, believe, plan, estimate,
expect, intend, project and other similar expressions. Although we
believe our expectations reflected in these forward-looking statements are
based on reasonable assumptions, we cannot assure you that our expectations
will prove correct. Actual results and developments may differ materially from
those conveyed in the forward-looking statements. For these statements, we
claim the protections for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

Important factors that could cause actual results to differ materially
from the expectations reflected in the forward-looking statements made in this
Form 10-K include changes in general economic, business and market conditions,
as well as changes in such conditions that may affect the radio broadcast
industry or the markets in which we operate, including, in particular, the
impact of the September 11, 2001 tragedy and the war on terrorism, increased
competition for attractive radio properties and advertising dollars,
fluctuations in the cost of operating radio properties, our ability to manage
our growth, our ability to integrate our acquisitions, and changes in the
regulatory climate affecting radio broadcast companies. Further information on
other factors that could affect the financial results of Regent Communications,
Inc. is included in Regents other filings with the Securities and Exchange
Commission. These documents are available free of charge at the Commissions
website at http://www.sec.gov and/or from Regent Communications, Inc. The
forward-looking statements speak only as of the date on which they are made,
and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date of this Form 10-K. If we do
update one or more forward-

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looking statements, you should not conclude that we will make additional
updates with respect to those or any other forward-looking statements.

RESULTS OF OPERATIONS

Following is a discussion of the key factors that have affected our
business over the last three years. This commentary should be read in
conjunction with our consolidated financial statements and the related
footnotes included herein.

2001 Compared to 2000

In 2001 compared to 2000, we experienced increases in net broadcast
revenues and station operating expenses, due primarily to our year 2001
acquisition of radio stations in Peoria, Illinois and full year results for our
year 2000 acquisitions in Albany, New York and Grand Rapids, Michigan. These
increases were partially offset by decreases in the same categories due to the
disposition in 2001 of our Palmdale, California radio stations and our year
2000 dispositions of our Flagstaff, Arizona, Mansfield, Ohio, and Victorville,
California markets. Accordingly, the results of our operations in 2001 are not
comparable to those of the prior period, nor are they necessarily indicative of
results in the future. Additionally, our 2001 results were impacted by the
events of September 11, 2001, and we cannot predict the effect on our
operations, if any, of any future terrorist attacks.

Net Broadcast Revenues, Station Operating Expenses, and Broadcast Cash Flow

Net broadcast revenues, station operating expenses and broadcast cash flow
in 2001 increased 21.9%, 27.7% and 9.2%, respectively, over that of the 2000
period. While acquisitions have affected the comparability of our 2001
operating results to those of 2000, we believe meaningful quarter-to-quarter
comparisons can be made for results of operations for those markets in which we
have been operating for five full quarters, exclusive of any markets disposed
of during those years. These comparable results between 2001 and 2000 are
listed in the table below by quarter, excluding the effect of barter
transactions (dollars in thousands).

|                    |          |   |             |      |                     |   |                   |       |                    |  |    |  |  |  |    |  | 
|------------------- | -------- | - | ----------- | ---- | ------------------- | - | ----------------- | ----- | ------------------ |  | -- |  |  |  | -- |  | 
|                    |          |   | Net Revenue |      | Broadcast Cash Flow |   | Number of Markets |       | Number of Stations
|                    |          |   |             |      |                     |   |                   |       |                   
|First Quarter 2001  |          | $ | 3,489       |      |                     | $ | 777               |       |                    |  | 5  |  |  |  | 19 | 
|First Quarter 2000  |          | $ | 3,198       |      |                     | $ | 656               |       |                    |  |    |  |  |  |    | 
|                    | % change |   |             | 9.1  | %                   |   |                   | 18.4  | %                  |  |    |  |  |  |    |  | 
|Second Quarter 2001 |          | $ | 8,003       |      |                     | $ | 2,560             |       |                    |  | 8  |  |  |  | 31 | 
|Second Quarter 2000 |          | $ | 7,611       |      |                     | $ | 2,840             |       |                    |  |    |  |  |  |    | 
|                    | % change |   |             | 5.2  | %                   |   |                   | (9.8  | )%                 |  |    |  |  |  |    |  | 
|Third Quarter 2001  |          | $ | 7,511       |      |                     | $ | 2,082             |       |                    |  | 8  |  |  |  | 34 | 
|Third Quarter 2000  |          | $ | 7,498       |      |                     | $ | 2,583             |       |                    |  |    |  |  |  |    | 
|                    | % change |   |             | 0.2  | %                   |   |                   | (19.4 | )%                 |  |    |  |  |  |    |  | 
|Fourth Quarter 2001 |          | $ | 11,528      |      |                     | $ | 3,663             |       |                    |  | 10 |  |  |  | 44 | 
|Fourth Quarter 2000 |          | $ | 12,621      |      |                     | $ | 4,496             |       |                    |  |    |  |  |  |    | 
|                    | % change |   |             | (8.7 | )%                  |   |                   | (18.5 | )%                 |  |    |  |  |  |    |  | 

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During the second quarter of 2001, same station broadcast cash flow
decreased compared to the same period of 2000. The primary reason behind this
decrease was increased operating expense, primarily in the area of promotional
spending. We believe that investment spending to promote our stations will
provide positive long-term revenue growth in our markets. To a lesser extent,
higher medical care costs and the new 401(k) match contribution increased
operating expenses also. During the third and fourth quarter of 2001, the
impacts of the September 11, 2001 terrorist attacks and the poor economy were
clearly seen on same station revenue, compared to 2000.

Corporate Expenses

Corporate general and
administrative expenses increased from approximately $4.5 million
in 2000 to approximately $4.9 million in 2001. Beginning in the second quarter of 2000, we
began increasing the size of our infrastructure to meet the demands of
supporting a public company whose stock is listed on a national stock market.
We believe our corporate structure is now adequate to meet the requirements of
a public company, but future acquisitions could result in further expansion of
our corporate infrastructure.

Depreciation and Amortization

Depreciation and amortization expense increased by approximately 56.2%
from 2000. This is due to a combination of a full year of depreciation and
amortization expense for acquisitions that occurred at various times throughout
the 2000 year, plus depreciation expense on approximately $5.3 million of
depreciable property and equipment additions attributable to station acquisitions in 2001,
and to a lesser extent, depreciation on approximately $3.2 million of capital
expenditures during 2001.

Interest Expense

Interest expense decreased by approximately 22.5% in 2001 compared to
2000. After removing the effect of approximately $1.5 million of the 2000
interest expense, which was the result of the mark to fair market value of our
warrant liability, interest expense increased approximately 20.3%. The
increase is due to an average debt level of approximately $47.5 million during
2001 compared to approximately $16.5 million in 2000. Average debt levels were
lower in 2000 as we had paid down all our debt with proceeds from the IPO in
January 2000 and subsequently did not incur any borrowings under our new credit
facility until August 2000. The increase in interest expense was mitigated
somewhat by significant decreases in interest rates during 2001. The weighted
average interest rates were approximately 3.37% and 8.05% at December 31, 2001
and 2000, respectively.

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Gain on the Sale of Radio
Stations

On June 1, 2001, we completed the sale of our three stations in Palmdale,
California to Concord Media Group, Inc. We recognized a pre-tax gain of
approximately $4.4 million on this transaction, which is reflected in the
Consolidated Statements of Operations for the year ended December 31, 2001. On
August 24, 2000, we completed an exchange agreement entered into with Clear
Channel Broadcasting, Inc, Capstar Radio Operating Company and their
affiliates, in which we exchanged our eight stations serving the Mansfield,
Ohio (2 FM/1 AM) and Victorville, California (3 FM/2 AM) markets plus
approximately $80.5 million in cash for ten stations serving the Grand Rapids,
Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM) markets. As a result of
this transaction, we recognized a pre-tax gain on the exchange of approximately
$17.8 million, which is reflected in the Consolidated Statements of Operations
for the year ended December 31, 2000.

Income Tax Benefit

We recorded an income tax benefit of $665,000 in 2001. This tax benefit
represents a 34% federal rate offset by state income taxes and the amortization
of intangibles in excess of the amounts that are deductible for tax purposes.
We have cumulative federal and state tax loss carryforwards of approximately
$40.0 million at December 31, 2001. These loss carryforwards will expire in
years 2002 through 2021. The utilization of a portion of these net operating
loss carryforwards for federal income tax purposes is limited pursuant to the
annual utilization limitations provided under the provisions of Internal
Revenue Code Section 382. In arriving at the determination as to the amount of
the valuation allowance required for the years ended December 31, 2001 and
2000, we considered the impact of deferred tax liabilities resulting from
purchase transactions, statutory restrictions on the use of operating
losses, and a tax planning strategy available to us. Consequently, we determined that
no valuation allowance was required at December 31, 2001 and 2000. During 2000,
we released the entire valuation allowance (see 2000 Compared to 1999). As a
result of these events, no income tax expense was recorded in 2000.

Extraordinary Loss

On January 28, 2000, we paid off the outstanding debt from our old credit
facility, accrued interest and related fees totaling approximately $25.1
million using proceeds from our IPO. This final paydown resulted in an
extraordinary loss of approximately $1.1 million, net of income tax, from the
write-off of deferred financing costs.

2000 Compared to 1999

Net Broadcast Revenues, Station Operating Expenses, and Broadcast Cash Flow

In 2000 compared to 1999, we experienced substantial increases in net
broadcast revenues, station operating expenses, depreciation and amortization,
corporate general and administrative expenses, and interest expense, due
primarily to our year 2000 acquisitions of radio stations in El Paso, Texas;
Utica/Rome, Watertown and Albany, New York; Grand Rapids, Michigan; and Chico,
California; as well as a time brokerage arrangement in St. Cloud, Minnesota.
Accordingly, the results of our operations in 2000 are not comparable to those
of the prior period, nor are they necessarily indicative of results in the
future. Net broadcast revenues,

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operating expenses and broadcast cash flow in 2000 increased 84.9%, 64.7%
and 152.0%, respectively, over that of the 1999 period.

Corporate Expenses

Corporate general and administrative expenses increased from $2.8 million
in 1999 to $4.5 million in 2000, reflecting the increased infrastructure
required to support a public company whose stock is listed on a national stock
market. Corporate personnel increased by approximately 50% from 1999 to 2000.
Additionally, we moved into new corporate facilities in the third quarter of
2000 to accommodate the new infrastructure.

Depreciation and Amortization

Due to purchase price allocations of $11.1 million of property and
equipment, in addition to $176.2 million of intangible assets from acquisitions
in 2000, depreciation and amortization expense increased by approximately 155%
compared to 1999 from $3.4 million in 1999 to $8.6 million in 2000.
Additionally, for properties acquired in 2000, intangibles were amortized over
20 years rather than 40 years for properties acquired in 1999 and prior years.

Interest Expense

Interest expense decreased by approximately 19% in 2000 compared to 1999
as average debt levels in 2000 were approximately $16.5 million, compared to
average debt levels of $39.2 million in 1999. Average debt levels were lower in
2000, as we paid down all our debt with proceeds from the IPO in January 2000,
and subsequently did not incur any borrowings until August 2000, when we
borrowed $44.0 million under our credit facility. The interest expense savings
on the lower debt levels in 2000 were partially offset by increased commitment
fees on the unborrowed capacity of our new credit facility.

Gain on the Sale of Radio
Stations

On August 24, 2000, we completed an exchange agreement entered into with
Clear Channel Broadcasting, Inc, Capstar Radio Operating Company and their
affiliates, in which we exchanged our eight stations serving the Mansfield,
Ohio (2 FM/1 AM) and Victorville, California (3 FM/2 AM) markets plus
approximately $80.5 million in cash for ten stations serving the Grand Rapids,
Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM) markets. As a result of
this transaction, we recognized a gain on the exchange of approximately $17.8
million which is reflected in the Consolidated Statements of Operations for the
year ended December 31, 2000.

Income Tax Expense

In 2000, we recognized a gain of approximately $17.8 million on the asset
exchange from the Clear Channel transaction. For tax purposes this transaction
was treated as a like-kind exchange resulting in a deferred tax liability
pursuant to the provisions of Internal Revenue Code Section 1031, of
approximately $6.3 million. In arriving at the determination as to the amount
of the valuation allowance required for the 2000 year, we considered the
impact of deferred tax liabilities resulting from purchase transactions,
statutory restrictions on the use of operating losses, and a tax planning
strategy available to us. Consequently, we determined that no valuation
allowance was required for 2000 and released the full valuation allowance. As a
result of these events, no income tax expense was recorded in 2000. In 1999, we
established a valuation

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allowance against our deferred tax assets following an assessment of the
realizability of such amounts and consequently did not record any income tax
credit on the $6.3 million recorded pretax loss.

Extraordinary Loss

On January 28, 2000, we paid off the outstanding debt from our old credit
facility, accrued interest and related fees totaling approximately $25.1
million using proceeds from our IPO. This final paydown resulted in an
extraordinary loss of approximately $1.1 million, net of income tax, from the
write-off of deferred financing costs.

Liquidity and Capital Resources

Our cash and cash equivalents balance at December 31, 2001 was
approximately $1.8 million compared to approximately $778,000 at December 31,
2000. Net cash provided by operating activities was approximately $8.4 million
in 2001 compared to approximately $3.1 million in 2000. The increase was due
primarily to the operating activities of radio stations acquired in 2001 and in
the latter part of 2000. Cash flow used in investing activities decreased to
approximately $53.2 million in 2001 compared to approximately $148.7 million
used in 2000. The decrease is due primarily to fewer acquisitions of radio
stations in 2001 compared to 2000, and due to higher proceeds from the
disposition of radio stations in 2001. Cash flows provided by financing
activities decreased to approximately $45.8 million in 2001 compared to
approximately $142.9 million in 2000. During 2001, cash provided by financing
activities was the result of debt issued in connection with our 2001
acquisitions and a private placement of securities during the fourth quarter.
Cash provided by financing activities in 2000 was primarily the result of net
proceeds received from our IPO in January 2000 and borrowings under our credit
facility, offset by related cash outflows of stock issuance costs and payments
related to the redemption of our preferred stock and associated dividends.
Additionally, our 2000 cash flows provided by financing activities was reduced
by treasury stock purchases made under our stock buyback program during the
year.

Sources of Funds

In 2001, our sources of cash totaled approximately $86.1 million and were
derived from a combination of borrowings under our credit facility; net
proceeds from the sale of our stations in Palmdale, California; cash provided
from operating activities, and; net proceeds from the issuance of common stock
in a private placement offering.

On January 27, 2000, we entered into a new credit facility, which is a
$125.0 million senior secured seven-year reducing revolving facility, that also
provided for an additional $50.0 million on substantially the same terms, to
fund future acquisitions, subject to terms and conditions of the credit
agreement. This additional $50.0 million borrowing capability expired unused on
January 27, 2002. This credit facility permits the borrowing of available
credit for working capital requirements and general corporate purposes,
including transaction fees and expenses, and to fund pending and permitted
future acquisitions. The credit facility also permits us to request from time
to time that the lenders issue letters of credit in an amount up to $25.0
million in accordance with the same lending provisions. The commitment, and our
maximum borrowings, will reduce over five years beginning in 2002 as follows
(in thousands):

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|             |  |                   |         | 
|------------ |  | ----------------- | ------- | 
|December 31, |  | Commitment Amount
|             |  |                  
|2001         |  | $                 | 125,000 | 
|2002         |  |                   | 106,250 | 
|2003         |  |                   | 87,500  | 
|2004         |  |                   | 62,500  | 
|2005         |  |                   | 37,500  | 
|2006         |  |                   | -0-     | 

The $25.0 million letter of credit sub-limit also reduces proportionately
but not below $15.0 million. Mandatory prepayments and commitment reductions
are also required from certain asset sales, subordinated debt proceeds, excess
cash flow amounts and sales of equity securities.

Under the credit facility, we are required to maintain a minimum interest
rate coverage ratio, minimum fixed charge coverage ratio, maximum corporate
overhead, and maximum financial leverage ratio and to observe negative
covenants customary for facilities of this type. During 2002, we
believe that the financial leverage ratio covenant will be the most
difficult to satisfy due to the inclusion of the results of
operations for the third and fourth quarters of 2001 in such
calculation. These results were severely negatively impacted by the
September 11, 2001 attacks. Although our continued compliance with
these financial covenants is subject to future operating results that
we cannot predict with certainty, we have the ability to implement
certain strategies to increase cash flow provided by operations or
reduce cash flow used in investing and financing activities, if
needed, to help mitigate this risk. Accordingly, Regent expects that
it will meet all of the credit facility covenants during 2002,
although there can be no assurances in this regard. Borrowings under our credit facility bear interest at a rate equal to,
at our option, either (a) the higher of the rate announced or published
publicly from time to time by the agent as its corporate base of interest or
the Overnight Federal Funds Rate plus 0.5%, in either case plus the applicable
margin determined under the credit facility, or (b) the reserve-adjusted
Eurodollar Rate plus the applicable margin which varies between 1.25% and 2.75%
depending upon our financial leverage. Borrowings under the credit facility
bore interest at an average rate of 3.37% as of December 31, 2001. We are
required to pay certain fees to the agent and the lenders for the underwriting
commitment, administration and use of the credit facility. Our indebtedness
under the credit facility is collateralized by liens on substantially all of
our assets and by a pledge of our operating and license subsidiaries stock and
is guaranteed by these subsidiaries. As of March 11, 2002, we had borrowings
under this facility of approximately $84.6 million.

On June 1, 2001, we completed the sale of our Palmdale, California radio
stations to Concord Media Group, Inc. and received net proceeds of
approximately $13.4 million. These proceeds were used to reduce outstanding
borrowings on the credit facility.

On November 26, 2001, we completed a private placement offering of 900,000
shares of our common stock at $5.75 per share (See Note 5 in Notes to
Consolidated Financial Statements). 200,000 of these shares, sold to a venture
capital fund related to one of our independent directors, and the
associated cash proceeds, were held in escrow until February 2002, pending
confirmation from Nasdaq that stockholder approval would not be required for
such sale. The proceeds from the private placement were used to partially fund
the acquisition of our radio stations in Lafayette, Louisiana.

On March 12, 2002, we completed the disposition of substantially all the
operating assets of WGNA-AM, serving the Albany, New York market, for $2.0
million in cash to ABC, Inc. On February 15, 2002, ABC, Inc. began providing
programming and other services to the station under a time brokerage
agreement. We anticipate recognizing a gain on the sale of
approximately $0.5 million.
The proceeds from the sale of the station will be used to pay down borrowings
under our credit facility.

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Uses of Funds

In 2001, we utilized our sources of cash primarily to acquire radio
stations totaling approximately $63.0 million, to pay escrow payments for
pending acquisitions of $440,000, and to repay approximately $18.5 million of
borrowings under our credit facility. Additionally in 2001, we funded capital
expenditures of approximately $3.2 million to upgrade our equipment and
facilities, primarily at stations recently acquired, in order to remain
competitive and to create cost savings over the long term. We expect capital
expenditures to be approximately $4.0 million in 2002 due
primarily to scheduled
expenditures at the radio stations we acquired in 2001 and the correlating
increase in the size of our infrastructure.

Pending Sources and Uses of Funds

On July 27, 2001, we entered into an agreement, as amended, to acquire by
merger with The Frankenmuth Radio Co., Inc. WZRZ-FM serving the Flint, Michigan
market for approximately $2.0 million, consisting of approximately $0.6 million
in cash and 208,905 shares of our common stock, valued at approximately $1.4
million. We made an escrow deposit in 2001 in the amount of $125,000 to secure
our obligations under this agreement. The Federal Communications Commission has
approved the assignment of the station licenses, and we anticipate closing this
acquisition in 2003. On January 1, 2002 we began providing programming and
other services to the station under a time brokerage agreement. We anticipate
using borrowings from our credit facility to fund the cash portion of this
acquisition.

Also on July 27, 2001, we entered into an agreement, as amended, to
purchase the outstanding stock of Haith Broadcasting Corporation, owner of
WFGR-FM serving the Grand Rapids, Michigan market for approximately $3.9
million in cash. We have made an escrow deposit in the amount of $250,000 to
secure our obligations under this agreement. In conjunction with the above
stock purchase, on February 4, 2002 we purchased the option to buy WFGR-FM from
Connoisseur Communications of Flint, L.L.P. for approximately $1.1 million,
paid by the issuance of 174,917 shares of our common stock. The Federal
Communications Commission has approved the assignment of the station licenses
of WFGR-FM, and we anticipate closing this acquisition in 2003. On January 1,
2002 we began providing programming and other services to the station under a
time brokerage agreement. We anticipate using borrowings from our credit
facility to fund the cash portion of this acquisition.

On November 15,
2001, we entered into an agreement with Covenant
Communications Corporation to acquire substantially all of the assets of
WRXF-FM and WLSP-AM, serving the Flint, Michigan market, for approximately $1.3
million in cash. We placed in escrow $65,000 to secure our obligations under
the agreement. Applications seeking approval from the Federal Communications
Commission for the assignment of the station licenses were filed in November
2001, and are currently pending. On December 3, 2001 we began providing
programming and other services to the stations under a time brokerage
agreement. We anticipate using borrowings from our credit facility to fund
this acquisition.

In March 2002, we anticipate filing an Omnibus Shelf Registration to
offer, at our discretion, a variety of stock and/or debt securities,
with a maximum aggregate offering amount of $250 million. Proceeds received
from the above offering, if any, would be used to pay down borrowings under the
credit facility and/or fund future acquisitions.

We believe the cash generated from operations, available borrowings under
our credit facility, and/or various other sources of funds that may be
available to us, will be sufficient to

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complete our pending acquisitions and to meet our requirements for
corporate expenses and capital expenditures for the foreseeable future, based
on our projected operations and indebtedness. After giving effect to all
pending asset and equity transactions and the subsequent sale of WGNA-AM, the outstanding
borrowings under our credit facility would be approximately $88.8 million with
available borrowings of approximately $36.2 million, subject to the terms and
conditions of the credit facility.

We have no off-balance sheet financing arrangements with related or unrelated
parties, and no unconsolidated subsidiaries. Contractual obligations related to
our credit facility and other long-term debt, capital leases and operating
leases are summarized below (in thousands). Under the terms of our credit
facility, our maximum borrowings will reduce over five years, beginning in
2002. Based upon our outstanding borrowings at December 31, 2001, the payments
detailed below under Long-term Debt would be required to maintain compliance
with our credit facility.

|                                   |  |                        |        |         |  |             |       |            |  |            |        |  |  |   |        |  |  |   |       | 
|---------------------------------- |  | ---------------------- | ------ | ------- |  | ----------- | ----- | ---------- |  | ---------- | ------ |  |  | - | ------ |  |  | - | ----- | 
|                                   |  | Payments Due by Period
|                                   |  |                       
|                                   |  |                        |        |         |  | One year    |       | Two to     |  | Four to    |        |  |  |  
|Contractual Obligation             |  | Total                  |        | or less |  | three years |       | five years |  | Thereafter
|                                   |  |                        |        |         |  |             |       |            |  |           
|Long-term Debt                     |  | $                      | 87,079 |         |  | $           | 60    |            |  | $          | 24,189 |  |  | $ | 62,830 |  |  | $ | -0-   | 
|Capital Leases                     |  |                        | 124    |         |  |             | 48    |            |  |            | 70     |  |  |   | 6      |  |  |   | -0-   | 
|Operating Leases                   |  |                        | 10,544 |         |  |             | 1,221 |            |  |            | 2,080  |  |  |   | 1,766  |  |  |   | 5,477 | 
|                                   |  |                        |        |         |  |             |       |            |  |            |        |  |  |   |        |  |  |   |       | 
|Total Contractual
Cash Obligations |  | $                      | 97,747 |         |  | $           | 1,329 |            |  | $          | 26,339 |  |  | $ | 64,602 |  |  | $ | 5,477 | 
|                                   |  |                        |        |         |  |             |       |            |  |            |        |  |  |   |        |  |  |   |       | 




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

We are exposed to the impact of interest rate changes as borrowings under
our credit facility bear interest at variable interest rates. It is our
policy to enter into interest rate transactions only to the extent considered
necessary to meet our objectives. As of December 31, 2001, we have not employed
any financial instruments to manage our interest rate exposure. Based on our
exposure to variable rate borrowings at December 31, 2001, a one percent change
in the weighted average interest rate would change the Companys annual
interest expense by approximately $866,000.

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Regent Communications, Inc.
Index to Financial Statements

|                               |                                                                                                                           |  |    |      |  |  |  |  | 
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------- |  | -- | ---- |  |  |  |  | 
|                               |                                                                                                                           |  |    | Page |  |  | 
|Financial Statements:          |                                                                                                                           |  |    |     
|                               | Report of Independent Accountants                                                                                         |  | 39
|                               | Consolidated Statements of Operations for
the years ended December 31, 2001, 2000 and 1999                                |  | 40
|                               | Consolidated Balance Sheets at December 31, 2001 and 2000                                                                 |  | 41
|                               | Consolidated Statements of Cash Flows for the
years ended December 31, 2001, 2000 and 1999                                |  | 42
|                               | Consolidated Statements of Changes in Stockholders Equity (Deficit) for
the years ended December 31, 2001, 2000 and 1999 |  | 43
|                               | Notes to Consolidated Financial Statements                                                                                |  | 44
|Financial Statement Schedules: |                                                                                                                           |  |    |     
|                               | For each of the three years in the period ended December 31, 2001:                                                        |  |    |      | 
|                               | II  Valuation and Qualifying Accounts                                                                                    |  | 65

All other schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements and notes
thereto.

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Regent Communications, Inc.:

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Regent Communications, Inc. and its subsidiaries (the Company) at
December 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule
listed in the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Companys management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
March 13, 2002

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REGENT COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |         |         |  
|------------------------------------------------------------------------------ | --------------------------------------------------------- | ------------------------- | ------ | ----------------------- | ------ | ---- | ------- | ------- | ------ | - | ------- | ------- | ------- | -
|                                                                               |                                                           |                           |        | YEAR ENDED DECEMBER 31,
|                                                                               |                                                           |                           |        |                        
|                                                                               |                                                           |                           |        | 2001                    |        | 2000 |         | 1999   
|                                                                               |                                                           |                           |        |                         |        |      |         |        
|Gross broadcast revenues                                                       |                                                           | $                         | 59,339 |                         |        | $    | 48,324  |         |        | $ | 25,613  |        
|                                                                               | Less agency commissions                                   |                           |        | 5,594                   |        |      |         | 4,217   |        |   |         | 1,759   |        
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|                                                                               |                                                           | Net broadcast revenues    |        |                         | 53,745 |      |         |         | 44,107 |   |         |         | 23,854  |  
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|Station operating expenses                                                     |                                                           |                           | 38,530 |                         |        |      | 30,173  |         |        |   | 18,325  |        
|Depreciation and amortization                                                  |                                                           |                           | 13,436 |                         |        |      | 8,602   |         |        |   | 3,368   |        
|Corporate general and administrative expenses                                  |                                                           |                           | 4,857  |                         |        |      | 4,501   |         |        |   | 2,773   |        
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|                                                                               |                                                           | Operating (loss) income   |        |                         | (3,078 | )    |         |         | 831    |   |         |         | (612    | )
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|Interest expense                                                               |                                                           |                           | (3,279 | )                       |        |      | (4,229  | )       |        |   | (5,249  | )      
|Gain (loss) on exchange/sale of radio stations                                 |                                                           |                           | 4,444  |                         |        |      | 17,504  |         |        |   | (602    | )      
|Other (expense) income, net                                                    |                                                           |                           | (465   | )                       |        |      | 860     |         |        |   | 163     |        
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|                                                                               | (Loss) income before income taxes and extraordinary items |                           |        | (2,378                  | )      |      |         | 14,966  |        |   |         | (6,300  | )      
|Income tax benefit                                                             |                                                           |                           | 665    |                         |        |      |        |         |        |   |        |        
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|(Loss) income before extraordinary items                                       |                                                           |                           | (1,713 | )                       |        |      | 14,966  |         |        |   | (6,300  | )      
|Extraordinary loss from debt
extinguishment, net of taxes                      |                                                           |                           |       |                         |        |      | (1,114  | )       |        |   | (471    | )      
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|NET (LOSS) INCOME                                                              |                                                           | $                         | (1,713 | )                       |        | $    | 13,852  |         |        | $ | (6,771  | )      
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|LOSS APPLICABLE TO COMMON SHARES:                                              |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|                                                                               | Net (loss) income                                         |                           | $      | (1,713                  | )      |      | $       | 13,852  |        |   | $       | (6,771  | )      
|                                                                               | Preferred stock dividend requirements                     |                           |        |                        |        |      |         | (629    | )      |   |         | (5,205  | )      
|                                                                               | Preferred stock accretion                                 |                           |        |                        |        |      |         | (26,611 | )      |   |         | (17,221 | )      
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|Loss applicable to common shares                                               |                                                           | $                         | (1,713 | )                       |        | $    | (13,388 | )       |        | $ | (29,197 | )      
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|BASIC AND DILUTED LOSS PER COMMON SHARE:                                       |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|                                                                               | Loss before extraordinary items                           |                           | $      | (0.05                   | )      |      | $       | (0.39   | )      |   | $       | (119.69 | )      
|                                                                               | Extraordinary items                                       |                           |        |                        |        |      |         | (0.03   | )      |   |         | (1.96   | )      
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|                                                                               |                                                           | Net loss per common share |        | $                       | (0.05  | )    |         | $       | (0.42  | ) |         | $       | (121.65 | )
|                                                                               |                                                           |                           |        |                         |        |      |         |         |        |   |         |        
|Weighted average number of common shares
used in basic and diluted calculation |                                                           |                           | 34,218 |                         |        |      | 31,715  |         |        |   | 240     |        

The accompanying notes are an integral part of these consolidated financial
statements.

40



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REGENT COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |         |         |         | 
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------- | ------- | ------------ | ------- | ------- | ------- | ------- | ------- | 
|                                                          |                                                                                                                                                 |                                            |                           |         | DECEMBER 31,
|                                                          |                                                                                                                                                 |                                            |                           |         |             
|                                                          |                                                                                                                                                 |                                            |                           |         | 2001         |         | 2000   
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |        
|ASSETS
Current assets:                                    |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          | Cash and cash equivalents                                                                                                                       |                                            | $                         | 1,765   |              |         | $       | 778     |        
|                                                          | Accounts receivable, net of allowance of $719 and
$403 at December 31, 2001 and 2000, respectively                                              |                                            |                           | 9,772   |              |         |         | 10,639  |        
|                                                          | Other current assets                                                                                                                            |                                            |                           | 642     |              |         |         | 595     |        
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          |                                                                                                                                                 |                                            | Total current assets      |         |              | 12,179  |         |         |         | 12,012  | 
|Property and equipment, net                               |                                                                                                                                                 |                                            | 25,817                    |         |              |         | 20,716  |        
|Intangible assets, net                                    |                                                                                                                                                 |                                            | 266,420                   |         |              |         | 217,897 |        
|Other assets, net                                         |                                                                                                                                                 |                                            | 1,940                     |         |              |         | 2,108   |        
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          |                                                                                                                                                 |                                            | Total assets              |         | $            | 306,356 |         |         | $       | 252,733 | 
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities: |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          | Accounts payable                                                                                                                                |                                            | $                         | 2,044   |              |         | $       | 1,672   |        
|                                                          | Accrued compensation                                                                                                                            |                                            |                           | 1,000   |              |         |         | 932     |        
|                                                          | Other current liabilities                                                                                                                       |                                            |                           | 3,010   |              |         |         | 2,298   |        
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          |                                                                                                                                                 |                                            | Total current liabilities |         |              | 6,054   |         |         |         | 4,902   | 
|Long-term debt, less current portion                      |                                                                                                                                                 |                                            | 87,019                    |         |              |         | 45,010  |        
|Other long-term liabilities                               |                                                                                                                                                 |                                            | 75                        |         |              |         | 84      |        
|Deferred taxes                                            |                                                                                                                                                 |                                            | 4,870                     |         |              |         | 4,317   |        
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          |                                                                                                                                                 |                                            | Total liabilities         |         |              | 98,018  |         |         |         | 54,313  | 
|Commitments and Contingencies (Note 11)                   |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|Stockholders equity:                                     |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          | Common stock, $.01 par value, 100,000,000 shares authorized;
36,948,362 and 35,158,349 shares issued atDecember 31, 2001
and 2000, respectively |                                            |                           | 369     |              |         |         | 352     |        
|                                                          | Treasury shares, 1,308,173 and 1,363,752 shares, at cost at
December 31, 2001 and 2000, respectively                                            |                                            |                           | (6,757  | )            |         |         | (7,063  | )      
|                                                          | Additional paid-in capital                                                                                                                      |                                            |                           | 270,694 |              |         |         | 259,386 |        
|                                                          | Retained deficit                                                                                                                                |                                            |                           | (55,968 | )            |         |         | (54,255 | )      
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          |                                                                                                                                                 | Total stockholders equity                 |                           |         | 208,338      |         |         |         | 198,420 |        
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        
|                                                          |                                                                                                                                                 | Total liabilities and stockholders equity |                           | $       | 306,356      |         |         | $       | 252,733 |        
|                                                          |                                                                                                                                                 |                                            |                           |         |              |         |         |        

The accompanying notes are an integral part of these consolidated financial
statements.

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REGENT COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |         |        |  
|--------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ---------------------------------------- | ------- | ----------------------- | ------ | ---- | -------- | -------- | ------- | - | ------- | ------- | ------ | -
|                                                                      |                                                                                                       |                                          |         | YEAR ENDED DECEMBER 31,
|                                                                      |                                                                                                       |                                          |         |                        
|                                                                      |                                                                                                       |                                          |         | 2001                    |        | 2000 |          | 1999    
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |         
|Cash flows from operating activities:                                 |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Net (loss) income                                                     |                                                                                                       | $                                        | (1,713  | )                       |        | $    | 13,852   |          |         | $ | (6,771  | )      
|                                                                      | Adjustments to reconcile net (loss) income to net cash provided
   by (used in) operating activities: |                                          |         |                         |        |      |          |          |         |   |         |         |       
|                                                                      |                                                                                                       | Depreciation and amortization            |         |                         | 13,436 |      |          |          | 8,602   |   |         |         | 3,368  |  
|                                                                      |                                                                                                       | Provision for doubtful accounts          |         |                         | 822    |      |          |          | 725     |   |         |         | 390    |  
|                                                                      |                                                                                                       | Non-cash interest expense                |         |                         | 283    |      |          |          | 1,579   |   |         |         | 1,576  |  
|                                                                      |                                                                                                       | Non-cash charge for debt extinguishments |         |                         |       |      |          |          | 1,114   |   |         |         | 471    |  
|                                                                      |                                                                                                       | Non-cash charge for compensation         |         |                         | 491    |      |          |          |        |   |         |         |       |  
|                                                                      |                                                                                                       | (Gain) loss on sale of radio stations    |         |                         | (4,444 | )    |          |          | (17,504 | ) |         |         | 477    |  
|                                                                      |                                                                                                       | Loss on sale of fixed assets and other   |         |                         | 160    |      |          |          |        |   |         |         |       |  
|                                                                      | Changes in operating assets and liabilities, net of acquisitions:                                     |                                          |         |                         |        |      |          |          |         |   |         |         |       
|                                                                      |                                                                                                       | Accounts receivable                      |         |                         | (328   | )    |          |          | (6,249  | ) |         |         | (1,481 | )
|                                                                      |                                                                                                       | Other assets                             |         |                         | (107   | )    |          |          | (358    | ) |         |         | (36    | )
|                                                                      |                                                                                                       | Current and long-term liabilities        |         |                         | (803   | )    |          |          | (2,940  | ) |         |         | (372   | )
|                                                                      |                                                                                                       | Deferred taxes                           |         |                         | 553    |      |          |          | 4,317   |   |         |         |       |  
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Net cash provided by (used in) operating activities                   |                                                                                                       |                                          | 8,350   |                         |        |      | 3,138    |          |         |   | (2,378  | )      
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Cash flows from investing activities:                                 |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|                                                                      | Acquisitions of radio stations, net of cash acquired, and escrow
deposits on pending acquisitions     |                                          |         | (63,450                 | )      |      |          | (148,940 | )       |   |         | (27,533 | )     
|                                                                      | Capital expenditures                                                                                  |                                          |         | (3,161                  | )      |      |          | (1,719   | )       |   |         | (1,978  | )     
|                                                                      | Net proceeds from sale of radio stations                                                              |                                          |         | 13,393                  |        |      |          | 2,000    |         |   |         | 13,999  |       
|                                                                      | Proceeds from sale of fixed assets                                                                    |                                          |         | 27                      |        |      |          |         |         |   |         |        |       
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Net cash used in investing activities                                 |                                                                                                       |                                          | (53,191 | )                       |        |      | (148,659 | )        |         |   | (15,512 | )      
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Cash flows from financing activities:                                 |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|                                                                      | Proceeds from issuance of redeemable convertible
preferred stock                                      |                                          |         |                        |        |      |          |         |         |   |         | 41,754  |       
|                                                                      | Proceeds from issuance of common stock                                                                |                                          |         | 4,068                   |        |      |          | 156,939  |         |   |         |        |       
|                                                                      | Proceeds from long-term debt                                                                          |                                          |         | 60,500                  |        |      |          | 48,500   |         |   |         | 16,500  |       
|                                                                      | Principal payments on long-term debt                                                                  |                                          |         | (18,491                 | )      |      |          | (28,824  | )       |   |         | (26,704 | )     
|                                                                      | Payment of notes payable                                                                              |                                          |         |                        |        |      |          |         |         |   |         | (7,500  | )     
|                                                                      | Payment for deferred financing costs                                                                  |                                          |         |                        |        |      |          | (1,904   | )       |   |         | (427    | )     
|                                                                      | Payment of issuance costs                                                                             |                                          |         | (249                    | )      |      |          | (11,606  | )       |   |         | (2,802  | )     
|                                                                      | Treasury stock purchases                                                                              |                                          |         |                        |        |      |          | (7,063   | )       |   |         |        |       
|                                                                      | Dividends paid on all series of preferred stock                                                       |                                          |         |                        |        |      |          | (8,153   | )       |   |         |        |       
|                                                                      | Redemption of Series B preferred stock                                                                |                                          |         |                        |        |      |          | (5,000   | )       |   |         |        |       
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Net cash provided by financing activities                             |                                                                                                       |                                          | 45,828  |                         |        |      | 142,889  |          |         |   | 20,821  |        
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Net increase (decrease) in cash and cash equivalents                  |                                                                                                       |                                          | 987     |                         |        |      | (2,632   | )        |         |   | 2,931   |        
|Cash and cash equivalents at beginning of period                      |                                                                                                       |                                          | 778     |                         |        |      | 3,410    |          |         |   | 479     |        
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Cash and cash equivalents at end of period                            |                                                                                                       | $                                        | 1,765   |                         |        | $    | 778      |          |         | $ | 3,410   |        
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Supplemental schedule of non-cash investing and financing activities: |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|                                                                      | Common stock issued in conjunction with the                                                           |                                          |         |                         |        |      |          |          |         |   |         |         |       
|                                                                      |                                                                                                       | acquisitions of radio stations           |         | $                       | 7,459  |      |          | $        | 3,537   |   |         | $       |       |  
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|Supplemental data:                                                    |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|                                                                      | Cash paid for interest                                                                                |                                          | $       | 3,077                   |        |      | $        | 2,115    |         |   | $       | 4,272   |       
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        
|                                                                      | Cash paid for income taxes                                                                            |                                          | $       | 128                     |        |      | $        |         |         |   | $       |        |       
|                                                                      |                                                                                                       |                                          |         |                         |        |      |          |          |         |   |         |        

The accompanying notes are an integral part of these consolidated financial
statements.

42



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##### Table of Contents



REGENT COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
(In thousands, except share amounts)

|                                                                                              |  |                |        |        |  |          |     |         |  |          |        |            |  |   |         |   |  |               |         |       |  |   |         |  
|--------------------------------------------------------------------------------------------- |  | -------------- | ------ | ------ |  | -------- | --- | ------- |  | -------- | ------ | ---------- |  | - | ------- | - |  | ------------- | ------- | ----- |  | - | ------- | -
|                                                                                              |  | Series C and E |        |        |  |          |     |         |  |          |        |            |  |   |         |   |  |               |         | Total
|                                                                                              |  | Convertible    |        |        |  |          |     |         |  |          |        | Additional |  |   |         |   |  | Stockholders'
|                                                                                              |  | Preferred      |        | Common |  | Treasury |     | Paid-In |  | Retained |        | Equity    
|                                                                                              |  | Stock          |        | Stock  |  | Stock    |     | Capital |  | Deficit  |        | (Deficit) 
|                                                                                              |  |                |        |        |  |          |     |         |  |          |        |           
|Balance, December 31, 1998                                                                    |  | $              | 3,370  |        |  | $        | 2   |         |  | $        |       |            |  | $ | 3,872   |   |  | $             | (17,321 | )     |  | $ | (10,077 | )
|Exercise of stock options on 63,000 shares of
Series C convertible preferred stock            |  |                | 314    |        |  |          |    |         |  |          |       |            |  |   | (172    | ) |  |               |        |       |  |   | 142     |  
|Dividends and accretion on mandatorily
redeemable convertible preferred stock                 |  |                |       |        |  |          |    |         |  |          |       |            |  |   | (3,700  | ) |  |               | (13,859 | )     |  |   | (17,559 | )
|Beneficial conversion feature related to issuance
of redeemable convertible preferred stocks  |  |                |       |        |  |          |    |         |  |          |       |            |  |   |        |   |  |               | (3,545  | )     |  |   | (3,545  | )
|Net loss                                                                                      |  |                |       |        |  |          |    |         |  |          |       |            |  |   |        |   |  |               | (6,771  | )     |  |   | (6,771  | )
|                                                                                              |  |                |        |        |  |          |     |         |  |          |        |            |  |   |         |   |  |               |         |       |  |   |         |  
|Balance, December 31, 1999                                                                    |  |                | 3,684  |        |  |          | 2   |         |  |          |       |            |  |   |        |   |  |               | (41,496 | )     |  |   | (37,810 | )
|Issuance of 18,400,000 shares of common
stock, net of issuance costs of $12,460               |  |                |       |        |  |          | 184 |         |  |          |       |            |  |   | 143,756 |   |  |               |        |       |  |   | 143,940 |  
|Issuance of 333,000 shares of common stock
in conjunction with acquisitions                   |  |                |       |        |  |          | 3   |         |  |          |       |            |  |   | 3,534   |   |  |               |        |       |  |   | 3,537   |  
|Adjustment of converted redeemable preferred
stock to market                                  |  |                |       |        |  |          |    |         |  |          |       |            |  |   |        |   |  |               | (26,611 | )     |  |   | (26,611 | )
|Purchase of 1,364,000 shares of treasury stock                                                |  |                |       |        |  |          |    |         |  |          | (7,063 | )          |  |   |        |   |  |               |        |       |  |   | (7,063  | )
|Conversion of Series C and E preferred stock
to 3,831,000 shares of common stock              |  |                | (3,684 | )      |  |          | 38  |         |  |          |       |            |  |   | 3,646   |   |  |               |        |       |  |   |        |  
|Conversion of Series A,D,F,G,H,K redeemable
preferred stock                                   |  |                |       |        |  |          | 124 |         |  |          |       |            |  |   | 110,745 |   |  |               |        |       |  |   | 110,869 |  
|Reclassification of liability associated with Series F
convertible preferred stock put rights |  |                |       |        |  |          |    |         |  |          |       |            |  |   | 5,239   |   |  |               |        |       |  |   | 5,239   |  
|Exercise of 34,095 stock options and
100,000 stock warrants                                   |  |                |       |        |  |          | 1   |         |  |          |       |            |  |   | 619     |   |  |               |        |       |  |   | 620     |  
|Preferred stock dividends paid                                                                |  |                |       |        |  |          |    |         |  |          |       |            |  |   | (8,153  | ) |  |               |        |       |  |   | (8,153  | )
|Net income                                                                                    |  |                |       |        |  |          |    |         |  |          |       |            |  |   |        |   |  |               | 13,852  |       |  |   | 13,852  |  
|                                                                                              |  |                |        |        |  |          |     |         |  |          |        |            |  |   |         |   |  |               |         |       |  |   |         |  
|Balance, December 31, 2000                                                                    |  |                |       |        |  |          | 352 |         |  |          | (7,063 | )          |  |   | 259,386 |   |  |               | (54,255 | )     |  |   | 198,420 |  
|Issuance of 700,000 shares of common
stock, net of issuance costs of $373                     |  |                |       |        |  |          | 7   |         |  |          |       |            |  |   | 3,644   |   |  |               |        |       |  |   | 3,651   |  
|Exercise of 28,059 stock options and 37,230
stock warrants                                    |  |                |       |        |  |          |    |         |  |          |       |            |  |   | 30      |   |  |               |        |       |  |   | 30      |  
|Issuance of 1,001,969 shares of common stock
in conjunction with acquisitions                 |  |                |       |        |  |          | 10  |         |  |          |       |            |  |   | 7,449   |   |  |               |        |       |  |   | 7,459   |  
|Stock bonus award (22,825 shares)                                                             |  |                |       |        |  |          |    |         |  |          |       |            |  |   | 170     |   |  |               |        |       |  |   | 170     |  
|Issuance of 55,579 shares of treasury stock
for 401(k) match                                  |  |                |       |        |  |          |    |         |  |          | 306    |            |  |   | 15      |   |  |               |        |       |  |   | 321     |  
|Net loss                                                                                      |  |                |       |        |  |          |    |         |  |          |       |            |  |   |        |   |  |               | (1,713  | )     |  |   | (1,713  | )
|                                                                                              |  |                |        |        |  |          |     |         |  |          |        |            |  |   |         |   |  |               |         |       |  |   |         |  
|Balance, December 31, 2001                                                                    |  | $              |       |        |  | $        | 369 |         |  | $        | (6,757 | )          |  | $ | 270,694 |   |  | $             | (55,968 | )     |  | $ | 208,338 |  
|                                                                                              |  |                |        |        |  |          |     |         |  |          |        |            |  |   |         |   |  |               |         |       |  |   |         |  

The accompanying notes are an integral part of these consolidated financial
statements.

43



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##### Table of Contents



REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY OF ACCOUNTING POLICIES



| | a. |  | BASIS OF PRESENTATION
| | -- |  | ---------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Regent Communications, Inc. (including its wholly-owned subsidiaries,
the Company or Regent) was formed to acquire, own and operate
radio stations in small and medium-sized markets in the United
States. On June 15, 1998, the Company acquired, pursuant to an
agreement of merger, all of the outstanding common stock of Faircom
Inc. (Faircom). The acquisition was treated for accounting purposes
as the acquisition of the Company by Faircom under the purchase
method of accounting, with Faircom as the accounting acquirer.
Consequently, the historical financial statements prior to June 15,
1998, the date of merger, are those of Faircom.



| | b. |  | CONSOLIDATION:
| | -- |  | --------------



| |                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly-owned. All
significant intercompany transactions and balances have been
eliminated in consolidation. Certain prior year amounts and balances
have been reclassified to conform to the current classifications
with no effect on financial results.



| | c. |  | USE OF ESTIMATES:
| | -- |  | -----------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities 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 and depreciated on the
straight-line basis over the estimated useful life of the assets.
Buildings are depreciated over forty years, broadcasting equipment
over a six-to-thirteen year life and furniture and fixtures
generally over a five-year life. Leasehold improvements are
amortized over the shorter of their useful lives or the terms of the
related leases. For property and equipment retired or sold, the gain
or loss is classified in Other (expense) income, net in the
accompanying Consolidated Statements of Operations.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | f. |  | INTANGIBLE ASSETS:
| | -- |  | ------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Intangible assets consist principally of the value of FCC licenses
and the excess of the purchase price over the fair value of net
assets of acquired radio stations (goodwill). FCC licenses and
goodwill acquired through acquisitions prior to July 1, 2001 have been
amortized on a straight-line basis over lives ranging from 15 to 40
years. Non-competition agreements are amortized over the life of the
agreement. No amortization expense has been recorded for intangible
assets with indefinite lives, acquired after July 1,
2001, as defined by Statement of Financial
Accounting Standards No. 142 (SFAS 142) (See Note 13). The Company will implement SFAS 142 beginning
January 1, 2002 and will perform the first of the required
impairment tests of goodwill and indefinite lived intangibles during
the first six months of 2002.



| | g. |  | LONG-LIVED ASSETS:
| | -- |  | ------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Long-lived assets (including property, equipment, goodwill and other
intangible assets) are evaluated periodically if events or
circumstances indicate a possible inability to recover their
carrying amount. Such evaluation is based on various analyses,
including cash flows and profitability projections. If future
expected undiscounted cash flows are insufficient to recover the
carrying amounts of the asset, then an impairment loss is recognized
based upon the excess of the carrying value of the asset over the
anticipated cash flows on a discounted basis (See Note 13).



| | h. |  | DEFERRED FINANCING COSTS AND OTHER ASSETS:
| | -- |  | ------------------------------------------



| |                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Deferred financing costs are generally amortized on a straight-line
basis over the term of the related debt. Non-compete agreements are
amortized over the terms of the related agreements.



| | 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 Revenue



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | Broadcast revenue for commercial broadcasting advertisements is
recognized when the commercial is broadcast.



| |                    
| | -------------------
| | Barter Transactions



| |                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Barter transactions (advertising provided in exchange for goods and
services) are reported at the estimated fair value of the products
or services received. Revenue

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
$3.7 million, $3.2 million, and $2.2 million and barter expense was
approximately $3.7 million, $3.1 million, and $2.0 million for the
years ended December 31, 2001, 2000, and 1999, respectively.



| |                          
| | -------------------------
| | Time Brokerage Agreements



| |                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2001, the Company operated two stations under the
terms of time brokerage agreements (hereafter referred to as
TBAs). Revenues and expenses related to such stations are
included in operations since the effective dates of the TBAs. Fees
paid and received under such TBAs are included in Other (expense)
income, net in the accompanying Consolidated Statements of
Operations.



| | k. |  | FAIR VALUE OF FINANCIAL INSTRUMENTS:
| | -- |  | ------------------------------------



| |                       
| | ----------------------
| | Short-Term Instruments



| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Due to their short-term maturity, the carrying amount of accounts
receivable, accounts payable and accrued expenses approximated their
fair value at December 31, 2001 and 2000.



| |               
| | --------------
| | Long-Term Debt



| |                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The 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, 2001 and 2000.



| | 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 the first time the advertising takes place.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.     ACQUISITIONS AND DISPOSITIONS



| |                       
| | ----------------------
| | Subsequent Disposition



| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 12, 2002, the Company completed the disposition of substantially
all the operating assets of WGNA-AM, serving the Albany, New York market,
for $2.0 million in cash to ABC, Inc. On February 15, 2002, ABC, Inc.
began providing programming and
other services to the station under a time brokerage agreement. The
Company anticipates recognizing a gain on the sale of approximately $0.5
million.



| |                     
| | --------------------
| | Pending Acquisitions



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On July 27, 2001, the Company entered into an agreement, as amended, to
acquire by merger with The Frankenmuth Radio Co., Inc. WZRZ-FM serving
the Flint, Michigan market for approximately $2.0 million, consisting of
approximately $0.6 million in cash and 208,905 shares of our common
stock, valued at approximately $1.4 million. The Company placed in escrow
$125,000 to secure its obligations under this agreement. The Federal
Communications Commission has approved the assignment of the station
licenses, and the closing of this acquisition is anticipated in 2003. On
January 1, 2002, Regent began providing programming and other services to
the station under a time brokerage agreement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Also on July 27, 2001, the Company entered into an agreement, as amended,
to purchase the outstanding stock of Haith Broadcasting Corporation,
owner of WFGR-FM serving the Grand Rapids, Michigan market for
approximately $3.9 million in cash. The Company placed in escrow $250,000
to secure its obligations under this agreement. In conjunction with the
above stock purchase, on February 4, 2002 the Company purchased the
option to buy WFGR-FM from Connoisseur Communications of Flint, L.L.P.
for approximately $1.1 million, paid by the issuance of 174,917 shares of
Regent common stock. The Federal Communications Commission has approved
the assignment of the station licenses of WFGR-FM, and the closing of
this acquisition is anticipated in 2003. On January 1, 2002 Regent began
providing programming and other services to the station under a time
brokerage agreement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On November 15, 2001, Regent entered
into an agreement with
Covenant Communications Corporation to acquire substantially all of the
assets of WRXF-FM and WLSP-AM, serving the Flint, Michigan market, for
$1.3 million in cash. The Company placed in escrow $65,000 to secure its
obligations under this agreement. Applications seeking approval from the
Federal Communications Commission for the transfer of the station
licenses are currently pending. On December 3, 2001 Regent began
providing programming and other services to the stations under a time
brokerage agreement.



| |                                   
| | ----------------------------------
| | 2001 Acquisitions and Dispositions



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On May 9, 2001, the Company completed the acquisition by merger with
StarCom, Inc. of one AM and two FM radio stations (KXSS-AM, KKSR-FM and
KLZZ-FM) serving the St. Cloud, Minnesota market for approximately $5.0
million in cash. Concurrent with the purchase, the Company entered into
a $500,000 non-compete agreement with a former shareholder of StarCom,
Inc., to be paid ratably over a five-year period. The

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | purchase was
funded from borrowings under Regents bank credit facility. Prior to the
closing of the purchase, the Company provided programming and other
services to the stations under a time brokerage agreement, which began in
July 2000. The Company has allocated approximately $4.9 million of the
purchase price to FCC licenses and approximately $0.1 million to fixed
assets.



| |                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On June 1, 2001, the Company completed the sale of substantially all the
assets of its three radio stations serving the Palmdale, California
market (KTPI-FM, KAVC-AM and
KOSS-FM) to Concord Media Group, Inc. for approximately $13.5 million in
cash. The Company recognized a pre-tax gain of approximately $4.4
million on the sale.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On August 29, 2001, the Company completed an acquisition from Two Petaz,
Inc.; WFYR, Inc.; Winston Communications, Inc. of Illinois; and the
Cromwell Group, Inc., of (i) substantially all the assets of radio
stations WGLO-FM, WPPY-FM, WRVP-FM and WVEL-AM, serving the Peoria,
Illinois market, for a purchase price of approximately $14.0 million in
cash and (ii) substantially all the assets of radio stations WFYR-FM and
WIXO-FM, also serving the Peoria market, in exchange for 786,141 shares
of Regent common stock, valued at approximately $6.0 million. Prior to
the closing of the purchase, the Company provided programming and other
services to the stations under time brokerage agreements, which began in
May 2001. The Company has preliminarily allocated approximately $18.4
million of the purchase price to FCC licenses, $10,000 to non-compete
agreements and approximately $1.6 million to fixed assets, pending a
final independent appraisal.



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On October 15, 2001, the Company completed the acquisition of
substantially all of the assets of WQHZ-FM (formerly WJET-FM), serving
the Erie, Pennsylvania market, from NextMedia Group II, Inc. for $4.9
million in cash. The Company has allocated substantially all of the
purchase price to FCC licenses.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 8, 2001 the Company completed the acquisition of
substantially all of the assets of seven radio stations serving the
Lafayette, Louisiana market (KMDL-FM, KRKA-FM, KFTE-FM, KTYD-FM, KPEL-FM,
KPEL-AM and KROF-AM) from ComCorp of Lafayette, Inc. and its affiliates
for approximately $38.1 million in cash and 215,828 shares of Regent
common stock, valued at approximately $1.5 million. The Company has
preliminarily allocated approximately $35.7 million of the purchase price
to FCC licenses and approximately $3.9 million to fixed assets, pending a
final independent appraisal.



| |                                   
| | ----------------------------------
| | 2000 Acquisitions and Dispositions



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 28, 2000, Regent purchased the FCC licenses and related assets
used in the operations of radio stations WODZ-FM, WLZW-FM, WFRG-FM,
WIBX-AM and WRUN-AM in Utica-Rome, New York and WCIZ-FM, WFRY-FM, WTNY-AM
and WNER-AM in Watertown, New York for approximately $43.8 million in
cash and 100,000 shares of Regents common stock. Approximately $40.9
million of the total purchase price was allocated to the FCC licenses and
goodwill and the remaining $3.8 million was allocated to property and
equipment.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 31, 2000, Regent purchased the FCC licenses and related assets
used in the operations of radio stations KLAQ-FM, KSII-FM and KROD-AM in
El Paso, Texas for approximately $23.5 million in cash. Approximately
$21.8 million of the purchase price was allocated to the FCC licenses and
goodwill and the remaining $1.7 million of the purchase price was
allocated to property and equipment.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On August 24, 2000, Regent completed an exchange agreement entered into
with Clear Channel Broadcasting, Inc, Capstar Radio Operating Company and
their affiliates (the Clear Channel transaction). Under the agreement,
Regent exchanged its eight stations serving the Mansfield, Ohio (2 FM/1
AM) and Victorville, California (3 FM/2 AM) markets plus approximately
$80.5 million in cash for ten stations serving the Grand
Rapids, Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM) markets.
Approximately $110.1 million of the purchase price was allocated
to FCC licenses and goodwill and the remaining $5.2 million of the purchase
price was allocated to property and equipment. As a result of this
transaction, Regent recognized a gain on this exchange of approximately
$17.8 million which is reflected in the accompanying Consolidated
Statements of Operations for the year ended December 31, 2000.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On September 29, 2000, Regent acquired radio station KZAP-FM in Chico,
California, by acquiring the stock of KZAP, Inc. in exchange for 233,333
shares of Regents common stock with a market value of approximately $2.7
million at March 29, 2000, the date of Regents agreement to acquire the
station. Approximately $2.4 million of the purchase price was allocated
to the FCC licenses and the remaining $0.3 million of the purchase price
was allocated to property and equipment. Regent provided programming and
other services to KZAP-FM under a time brokerage agreement from December
1, 1999 until the acquisition was completed on September 29, 2000.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Also on September 29, 2000, Regent completed the sale of radio stations
KZGL-FM,
KVNA-AM and KVNA-FM in Flagstaff, Arizona to Yavapai Broadcasting
Corporation for approximately $2.0 million in cash. Regent recognized a
note receivable for the purchase price at September 30, 2000, which was
collected on October 5, 2000. Yavapai had previously been operating the
Flagstaff stations under a time brokerage agreement since May 1, 2000.



| |                                   
| | ----------------------------------
| | 1999 Acquisitions and Dispositions



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 1, 1999, the Company sold the FCC licenses and related assets
used in the operations of WSSP-FM in Charleston, South Carolina for
approximately $1.6 million in cash. The Company had previously issued a
note for $1.5 million to a third party, which was collateralized by the
assets of the station. Upon consummation of the sale, the note was
repaid. The sale resulted in a $100,000 gain to the Company which has
been included in gain (loss) on exchange/sale of radio station in the
accompanying Consolidated Statements of Operations for the year ended
December 31, 1999.



| |                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On May 6, 1999, the Company consummated the acquisition of the FCC
licenses and related assets of WJON-AM, WWJO-FM and KMXK-FM in St. Cloud,
Minnesota (the St. Cloud Stations) for approximately $12.7 million in
cash. The purchase was financed by approximately $5.1 million in proceeds
from the issuance of Series F convertible preferred stock and borrowings
under the Companys old credit facility. Approximately

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | $9.1 million of
the purchase price was allocated to FCC licenses and goodwill, and the
remaining $3.6 million was allocated to property and equipment.



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On August 1, 1999, the Company sold the FCC licenses and related assets
used in the operations of KCBQ-AM in San Diego, California for
approximately $6.0 million in cash.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On September 1, 1999, the Company purchased the FCC licenses and related
assets used in the operations of radio stations WXKC-FM and WRIE-AM
licensed to Erie, Pennsylvania and WXTA-FM licensed to Edinboro,
Pennsylvania for approximately $13.5 million in cash. The purchase was
financed by approximately $6.3 million in proceeds from the issuance of
Series H convertible preferred stock and borrowings under the Companys
old credit facility. Approximately $12.4 million of the purchase price
was
allocated to FCC licenses and goodwill, and the remaining $1.1 million
was allocated to property and equipment and to a non-compete agreement.



| |                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On October 15, 1999, the Company consummated the sale of the FCC licenses
and related assets of KFLG-AM, KFLG-FM, KAAA-AM and KZZZ-FM in Kingman,
Arizona for approximately $5.4 million in cash.



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On November 5, 1999, the Company sold the FCC licenses and related assets
used in the operations of radio stations KRLT-FM and KOWL-AM in Lake
Tahoe, California for approximately $1.2 million in cash.



| |                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The assets of the Companys radio stations in Flagstaff, Arizona were
sold to Yavapai Broadcasting Corporation in the third quarter of 1999.
The Company recorded a loss of approximately $600,000 in the accompanying
Consolidated Statements of Operations in 1999 as a gain (loss) on
exchange/sale of radio stations.



| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company accounted for all of its 2001,
2000 and 1999 acquisitions using the purchase method of accounting. The Company allocated the aggregate purchase price from all acquisitions
in 2001 and 2000 as follows (in thousands):

|                           |  |      |        |      |  |   |         | 
|-------------------------- |  | ---- | ------ | ---- |  | - | ------- | 
|                           |  | 2001 |        | 2000
|                           |  |      |        |     
|Property and equipment     |  | $    | 5,586  |      |  | $ | 11,105  | 
|FCC licenses               |  |      | 63,863 |      |  |   | 173,474 | 
|Non-competition agreements |  |      | 510    |      |  |   | 2,686   | 
|                           |  |      |        |      |  |   |         | 
|                           |  | $    | 69,959 |      |  | $ | 187,265 | 
|                           |  |      |        |      |  |   |         | 



| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair values of the significant assets acquired were or will be
determined by an independent valuation. The results of operations of the
acquired businesses are included in the Companys consolidated financial
statements since the respective dates of acquisition.



| |                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following unaudited pro forma data summarize the combined results of
operations of Regent, together with the operations of the stations
acquired in 2001 and 2000, but exclude the operations of stations
disposed of and smaller
acquisitions that are not material to the results of Regent, as though
the acquisitions and dispositions of these operations had occurred on
January 1, 2000.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                      |                   |   |                       |       |      |   |        |       |  
|----------------------------------------------------- | ----------------- | - | --------------------- | ----- | ---- | - | ------ | ----- | -
|                                                      |                   |   | PRO FORMA (UNAUDITED)
|                                                      |                   |   | (In thousands)       
|                                                      |                   |   |                      
|                                                      |                   |   | 2001                  |       | 2000
|                                                      |                   |   |                       |       |     
|Net broadcast revenues                                |                   | $ | 61,043                |       |      | $ | 60,616 |      
|Net loss before extraordinary items                   |                   |   | (3,469                | )     |      |   | (2,618 | )    
|Net loss                                              |                   |   | (3,469                | )     |      |   | (3,732 | )    
|Net loss per common share before extraordinary items: |                   |   |                       |       |      |   |        |      
|                                                      | Basic and diluted |   | $                     | (0.10 | )    |   | $      | (0.07 | )
|Net loss per common share:                            |                   |   |                       |       |      |   |        |      
|                                                      | Basic and diluted |   | $                     | (0.10 | )    |   | $      | (0.10 | )



| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | These unaudited pro forma amounts do not purport to be indicative of the
results that might have occurred if the foregoing transactions had been
consummated on the indicated dates nor is it indicative of future results
of operations.

3.     INITIAL PUBLIC OFFERING OF COMMON STOCK



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 28, 2000, Regent consummated an initial public offering (the
IPO) of 16,000,000 shares of its common stock at an initial offering
price of $8.50 per share. On February 7, 2000, the underwriters purchased
an additional 2,400,000 shares of Regents common stock upon exercise of
their over-allotment option. Regent received total proceeds from the
completion of the offering, net of underwriter discounts, commissions and
expenses related to the offering of $143.8 million. Of these proceeds,
Regent used: $67.3 million to fund the acquisitions of stations in
Utica-Rome, and Watertown, New York and in El Paso, Texas; $27.1 million
to pay in full the amounts borrowed, including accrued interest and
related fees, under its prior bank credit facility and fees related to
its new bank credit facility; $7.3 million to pay or reserve for payment
accumulated, unpaid dividends on all series of convertible preferred
stock converted into common stock; $5.9 million to redeem all outstanding
shares of its Series B convertible preferred stock, including accumulated
unpaid dividends; and $1.5 million to repurchase shares of its common
stock from an affiliate of one of the underwriters in order to comply
with rules of the National Association of Securities Dealers, Inc. Regent
used the balance of the proceeds for working capital needs and the Clear
Channel transaction.



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Also in conjunction with the IPO, Regent required the conversion into
common stock on a one-for-one basis of 15,800,000 shares of convertible
preferred stock in accordance with the terms of the preferred stock.
These shares represented the balance of Regents outstanding shares of
convertible preferred stock. Regent paid accumulated, unpaid dividends on
those shares in the total amount of $7.3 million.



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Additionally, put rights associated with common stock purchase warrants
(see Note 5) issued in connection with the issuance of Regents Series B
and Series F convertible preferred stock were terminated. Regent had
previously classified approximately $3.7 million in long-term liabilities
due to the associated put rights of the warrants at

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | December 31, 1999.
These warrant liabilities were reclassified to additional paid in capital
as of January 28, 2000 along with approximately $1.5 million of non-cash
interest expense that had been recorded to account for an increase in the
fair value of the warrants from January 1, 2000 to January 28, 2000.



| |                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Regent adjusted the carrying values of its Series A, C, D, F, G, H, and K
convertible preferred stock to fair value through January 28, 2000. This
adjustment was recognized as a charge of $26.6 million to retained
deficit (since there was no additional paid-in capital) resulting in an
adjustment to loss from continuing operations attributable to common
stockholders.

4.     LONG-TERM DEBT



| |                                                                           
| | --------------------------------------------------------------------------
| | Long-term debt consists of the following as of December 31 (in thousands):

|                                          |  |      |        |      |  |   |        |  
|----------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                                          |  | 2001 |        | 2000
|                                          |  |      |        |     
|Senior reducing revolving credit facility |  | $    | 86,569 |      |  | $ | 44,500 |  
|Subordinated promissory note              |  |      | 510    |      |  |   | 570    |  
|                                          |  |      |        |      |  |   |        |  
|                                          |  |      | 87,079 |      |  |   | 45,070 |  
|Less: current portion of long-term debt   |  |      | (60    | )    |  |   | (60    | )
|                                          |  |      |        |      |  |   |        |  
|                                          |  | $    | 87,019 |      |  | $ | 45,010 |  
|                                          |  |      |        |      |  |   |        |  



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based upon our outstanding borrowings under the credit
facility at December 31, 2001, and the balance of our
subordinated promissory note, the payments detailed below
would be required to maintain compliance with the maximum
borrowings allowed under our credit facility over the next
five years (in thousands):

|           |  |   |        | 
|---------- |  | - | ------ | 
|2002       |  | $ | 60     | 
|2003       |  |   | 60     | 
|2004       |  |   | 24,129 | 
|2005       |  |   | 25,330 | 
|2006       |  |   | 37,500 | 
|Thereafter |  |   |       | 
|           |  |   |        | 
|           |  | $ | 87,079 | 
|           |  |   |        | 



| |                                          
| | -----------------------------------------
| | Senior Reducing Revolving Credit Facility



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 27, 2000, Regent Broadcasting, Inc., a wholly-owned subsidiary
of Regent Communications, Inc., as the borrower, entered into a credit
agreement (the credit facility) with a group of lenders which provides
for a senior reducing revolving credit facility expiring December 31,
2006 with an initial aggregate revolving commitment of up to $125.0
million (including a commitment to issue letters of credit of up to $25.0
million in aggregate face amount, subject to the maximum revolving
commitment available) and an additional revolving loan facility with a
maximum aggregate amount of $50.0 million available, subject to the terms
of the credit agreement, which would convert, after two years, to a term
loan maturing December 31, 2006. This additional

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | $50.0 million borrowing
capacity expired unused on January 27, 2002. Regent incurred
approximately $2.0 million in financing costs related to this credit
facility, which are being amortized over the life of the agreement. The
credit facility is available for working capital and acquisitions,
including related acquisition expenses. At December 31, 2001 and 2000
there were borrowings of approximately $86.6 million and $44.5 million,
respectively, outstanding under this facility and there was approximately
$37.4 million and $80.5 million of available borrowings, respectively.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under the credit facility, the Company is required to maintain a minimum
interest rate coverage ratio, minimum fixed charge coverage ratio,
maximum corporate overhead, and maximum financial leverage ratio and to
observe negative covenants customary for facilities of this type. During 2002, we
believe that the financial leverage ratio covenant will be the most
difficult to satisfy due to the inclusion of the results of
operations for the third and fourth quarters of 2001 in such
calculation. These results were severely negatively impacted by the
September 11, 2001 attacks. Although our continued compliance with
these financial covenants is subject to future operating results that
we cannot predict with certainty, we have the ability to implement
certain strategies to increase cash flow provided by operations or
reduce cash flow used in investing and financing activities, if
needed, to help mitigate this risk. Accordingly, Regent expects that
it will meet all of the credit facility covenants during 2002,
although there can be no assurances in this regard. Borrowings under the credit facility bear interest at a rate equal to, at
the Companys option, either (a) the higher of the rate announced or
published publicly from time to time by the agent as its corporate base
of interest or the Overnight Federal
Funds Rate plus 0.5%, in either case plus the applicable margin
determined under the credit facility, or (b) the reserve-adjusted
Eurodollar Rate plus the applicable margin which varies between 1.25% and
2.75% depending upon the Companys financial leverage. Borrowings under
the credit facility bore interest at an average rate of 3.37% and 8.05%
as of December 31, 2001 and 2000, respectively. The Company is required
to pay certain fees to the agent and the lenders for the underwriting
commitment, administration and use of the credit facility. The Companys
indebtedness under this credit facility is collateralized by liens on
substantially all of its assets and by a pledge of its operating and
license subsidiaries stock and is guaranteed by these subsidiaries.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Prior to the credit facility, the Company had an agreement with a group
of lenders (the old credit facility) which provided for a senior
reducing revolving credit facility with a commitment of up to $55.0
million expiring in March 2005. On January 28, 2000, Regent paid off the
outstanding debt, accrued interest and related fees totaling
approximately $25.1 million under the old credit facility. The pay-off
was completed using proceeds from an initial public offering of Regents
common stock, which was completed on January 28, 2000. This final paydown
resulted in an extraordinary loss of approximately $1.1 million, net of
income tax, from the write-off of deferred financing costs, which is
included in the Consolidated Statements of Operations for the year ended
December 31, 2000.

5.     CAPITAL STOCK, REDEEMABLE PREFERRED STOCK AND PREFERRED STOCK



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In conjunction with the IPO, the Company redeemed 1,000,000 shares of its
Series B convertible preferred stock, which constituted all outstanding
shares of that series. Also in conjunction with the IPO, Regent required
the conversion into common stock on a one-for-one basis of approximately
15,800,000 shares of convertible preferred stock in accordance with the
terms of the preferred stock. These shares represented the balance of
Regents outstanding shares of convertible preferred stock. Additionally,
put rights associated with common stock purchase warrants issued in
connection with the issuance of Regents Series B and Series F
convertible preferred stock were terminated.



| |                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys authorized capital stock consists of 100,000,000 shares of
common stock and 40,000,000 shares of preferred stock. No shares of
preferred stock were issued at December 31,

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##### Table of Contents



REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2001 or 2000. Of the
authorized but unissued preferred stock, 620,000 shares were previously
designated as Series A convertible preferred stock (Series A),
1,000,000 shares as series B senior convertible preferred stock (Series
B), 4,000,000 shares as Series C convertible preferred stock (Series
C), 1,000,000 shares as Series D convertible preferred stock (Series
D), 5,000,000 shares as Series E convertible preferred stock (Series
E), 4,100,000 shares as series F convertible preferred stock
(Series F), 1,800,000 shares as Series G convertible preferred stock
(Series G), 2,200,000 shares as series H convertible preferred stock
(Series H) and 4,100,000 shares of Series K convertible preferred stock
(Series K). 16,180,000 shares of the Companys preferred stock have no
previous series or designation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 20, 2001, the Company issued 37,230 shares of Regent common
stock to River Cities Capital Fund Limited Partnership upon the exercise
in full, on a cashless net issue basis, of outstanding warrants which
provided for the purchase of a total of 100,000 shares of our common
stock at $5.00 per share. These warrants had been issued in 1998 in
connection with the issuance of Series B and F convertible preferred
stock, which converted to our common stock in January 2000. The
remaining warrants,
previously issued in connection with the Series A, B, and F convertible
preferred stock, entitling the holders to purchase a total of 790,000
shares of Regents common stock at $5.00 per share with a five year
expiration, remain outstanding.



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 26, 2001, Regent issued 22,825 shares of its common stock valued
at approximately $7.469 per share as a stock bonus to certain corporate
employees.



| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On August 29, 2001, the Company issued 786,141 shares of Regent common
stock to a stockholder of the selling corporations in connection with the
acquisition of six radio stations in Peoria, Illinois.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On November 26, 2001, Regent issued 900,000 shares of its common stock at
a price of $5.75 per share in a private placement offering to qualified
investors. 200,000 of the shares, sold to a venture capital fund related
to one of the Companys independent directors, and the associated cash
proceeds, were held in escrow until February 2002, pending confirmation
from Nasdaq that stockholder approval would not be required for such
sale.



| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 4, 2001, options to purchase 19,623 shares of Regent common
stock were exercised by four former directors of Faircom, Inc. at a price
of $1.2057 per share. The options were issued under the Regent
Communications, Inc. Faircom Conversion Stock Option Plan, which provided
substitute options for those granted under the Faircom Inc. Stock Option
Plan prior to the Companys merger with Faircom Inc.



| |                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 8, 2001, the Company issued 215,828 shares of its common
stock to the selling corporation in connection with the acquisition of
seven radio stations in Lafayette, Louisiana.



| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At various times throughout the 2001 year, three employees exercised a
total of 2,500 stock options in exchange for shares of Regent common
stock at exercise prices between $5.00 and $5.50 per share.

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##### Table of Contents



REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 28, 2000, Regent issued 100,000 shares valued at $8.50 per
share of its common stock to principals of the sellers in conjunction
with the acquisition of stations in the Utica-Rome and Watertown, New
York markets.



| |                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 20, 2000, Regent received $500,000 in cash and issued 100,000
shares of its common stock to CFE, Inc. upon the exercise of outstanding
warrants issued in 1998 in connection with the issuance of Series B and F
convertible preferred stock to its affiliate, General Electric Capital
Corporation.



| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On September 29, 2000 Regent issued 233,333 shares of its common stock to
a principal of the seller in conjunction with the acquisition of radio
station KZAP-FM in Chico, California. The total value of the acquisition
was approximately $2.7 million.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based on the approval by Regents Board of Directors of a program to
buyback up to $10.0 million of its common stock, during the third quarter
of 2000, Regent began buying back shares of its common stock at certain
market price levels. Regent acquired a total of 1,088,600 shares of its
common stock for an aggregate purchase price of approximately $5.6
 million in 2000. No shares were repurchased during 2001. In 2001,
Regent reissued 55,579 shares of treasury stock previously acquired as an
employer match to employee contributions under the Companys 401(k) plan.



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In connection with the IPO, the Company converted the remaining shares of
Series C and E convertible preferred stock into common stock on a
one-for-one basis. The Company recognized approximately $27.2 million of
preferred stock dividends and accretion from January 1, 2000 through the
date of the IPO.

6.     STOCK-BASED COMPENSATION PLANS



| |                                  
| | ---------------------------------
| | 1998 Management Stock Option Plan



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Regent Communications, Inc. 1998 Management Stock Option Plan, as
amended (the 1998 Stock Option Plan) provides for the issuance of up to
an aggregate of 4,000,000 common shares in connection with the issuance
of incentive stock options (ISOs) and non-qualified stock options
(NQSOs). The Compensation Committee of the Companys Board of
Directors determines eligibility. The exercise price of the options is to
be not less than the fair market value of the underlying common stock at
the grant date and in the case of ISOs granted to a 10% owner (as
defined), the exercise price must be at least 110% of the fair market
value of the underlying common stock at the grant date. Under the terms
of the 1998 Stock Option Plan, the options expire no later than ten years
from the date of grant in the case of ISOs (five years in the case of
ISOs granted to a 10% owner), no later than ten years and one day in the
case of NQSOs, or earlier in either case in the event a participant
ceases to be an employee of the Company. The ISOs vest ratably over a
five-year period and the NQSOs vest ratably over periods ranging from
three to ten years.



| |                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Upon consummation of the Faircom merger, the Board of Directors of the
Company adopted the Regent Communications, Inc. Faircom Conversion Stock
Option Plan (Conversion Stock Option Plan) which applies to those
individuals previously participating in the Faircom Inc. Stock Option
Plan (Faircom Plan). In exchange for

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##### Table of Contents



REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | relinquishing their options under
the Faircom Plan, five former officers and members of Faircoms Board of
Directors were given, in total, the right to acquire 274,045 shares of
the Companys common stock at exercise prices ranging from $0.89 to $3.73
per share and expiring from May 11, 1999 to July 1, 2002 (the Converted
Options).



| |                                  
| | ---------------------------------
| | 2001 Directors Stock Option Plan



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Regent Communications, Inc. 2001 Directors Stock Option Plan (the
2001 Directors Option Plan) provides for the issuance of up to an
aggregate of 500,000 common shares in connection with the issuance of
NQSOs. Grants in the amount of 10,000 shares are awarded initially to
each new outside Director at the date of his first attendance at a
meeting of the Board of Directors, and thereafter, on each one year
anniversary date of the first attendance at a meeting of the Board of
Directors, each outside Director will be automatically granted a further
option to purchase 5,000 shares. The exercise price of the options is to
be equal to the fair market value of the underlying common stock at the
date of grant. Under the terms of the 2001 Directors Option Plan, the
options are exercisable six months from the date of grant and expire ten
years from the date of grant.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company applies the provisions of APB Opinion 25, Accounting for
Stock Issued to Employees (APB 25), in accounting for the 1998 Stock
Option Plan and the 2001 Directors Option Plan. Under APB 25, no
compensation expense is recognized for options granted to employees or
Directors at exercise prices that are equal to or greater than the fair
market value of the underlying common stock at the grant date. Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123), requires the Company to provide, beginning
with 1995 grants, pro forma information regarding net income (loss) and
net income (loss) per common share as if compensation costs for the
Companys stock option plans had been determined in accordance with the
fair value based method prescribed in SFAS 123. Such pro forma
information is as follows for the years ended December 31: (In thousands,
except per share amounts)

|                                                   |             |      |             |       |   |      |         |       |   |   |         |         |  
|-------------------------------------------------- | ----------- | ---- | ----------- | ----- | - | ---- | ------- | ----- | - | - | ------- | ------- | -
|                                                   |             |      | (unaudited)
|                                                   |             |      |            
|Net (loss) income:                                 |             | 2001 |             | 2000  |   | 1999
|                                                   |             |      |             |       |   |      |         |      
|As reported                                        |             | $    | (1,713      | )     |   | $    | 13,852  |       |   | $ | (6,771  | )      
|Pro forma compensation expense,
net of tax benefit |             |      | (1,409      | )     |   |      | (720    | )     |   |   | (544    | )      
|                                                   |             |      |             |       |   |      |         |       |   |   |         |        
|Pro forma                                          |             | $    | (3,122      | )     |   | $    | 13,132  |       |   | $ | (7,315  | )      
|                                                   |             |      |             |       |   |      |         |       |   |   |         |        
|Pro forma applicable to common shares              |             | $    | (3,122      | )     |   | $    | (14,108 | )     |   | $ | (29,741 | )      
|                                                   |             |      |             |       |   |      |         |       |   |   |         |        
|Basic and diluted net loss per common share:       |             |      |             |       |   |      |         |       |   |   |         |        
|                                                   | As reported |      | $           | (0.05 | ) |      | $       | (0.42 | ) |   | $       | (121.65 | )
|                                                   | Pro forma   |      | $           | (0.09 | ) |      | $       | (0.44 | ) |   | $       | (123.92 | )



| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The weighted-average fair value per share for options granted under the 1998 Stock Option Plan and 2001 Directors Option Plan was $4.10, $3.42
and $2.88 for ISOs in 2001, 2000 and 1999, respectively, and $4.12, $3.71 and $2.69 for NQSOs in 2001, 2000 and 1999, respectively. The
weighted-average fair value for options granted under the Conversion Stock Option Plan was approximately $230,000 and such amount was

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | recognized at the time of conversion since the Converted Options are fully vested. The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

|                        |  |         |       |         |  |         |       |         |  |          |       |         |  |  |       |  |  |  |       |  |  |  |       | 
|----------------------- |  | ------- | ----- | ------- |  | ------- | ----- | ------- |  | -------- | ----- | ------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                        |  | 2001    |       | 2000    |  | 1999   
|                        |  |         |       |         |  |        
|                        |  | ISOs    |       | NQSOs   |  | ISOs    |       | NQSOs   |  | ISOs     |       | NQSOs  
|                        |  |         |       |         |  |         |       |         |  |          |       |        
|Dividends               |  | None    |       | None    |  | None    |       | None    |  | None     |       | None   
|Volatility              |  |         | 55.1% |         |  |         | 55.1% |         |  |          | 36.0% |         |  |  | 36.0% |  |  |  | 35.0% |  |  |  | 35.0% | 
|Risk-free interest
rate |  |         | 5.11% |         |  |         | 5.12% |         |  |          | 6.51% |         |  |  | 6.88% |  |  |  | 5.56% |  |  |  | 5.58% | 
|Expected term           |  | 5 years |       | 5 years |  | 5 years |       | 5 years |  | 10 years |       | 5 years



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | Presented below is a summary of the status of outstanding Company stock
options issued to employees and Directors:

|                                  |                      |  |        |           |                |  |                  |      | 
|--------------------------------- | -------------------- |  | ------ | --------- | -------------- |  | ---------------- | ---- | 
|                                  |                      |  |        |           |                |  | WEIGHTED AVERAGE
|                                  |                      |  | SHARES |           | EXERCISE PRICE
|                                  |                      |  |        |           |               
|Company options held by employees |                      |  |        |           |                |  |                  |     
|                                  | At December 31, 1998 |  |        | 1,595,533 |                |  | $                | 4.61 | 
|                                  | Granted              |  |        | 317,678   |                |  | $                | 5.05 | 
|                                  | Exercised            |  |        | (62,713   | )              |  | $                | 2.73 | 
|                                  | Forfeited/expired    |  |        | (10,000   | )              |  | $                | 2.73 | 
|Company options held by employees |                      |  |        |           |                |  |                  |     
|                                  | At December 31, 1999 |  |        | 1,840,498 |                |  | $                | 4.76 | 
|                                  | Granted              |  |        | 179,500   |                |  | $                | 7.23 | 
|                                  | Exercised            |  |        | (34,095   | )              |  | $                | 1.11 | 
|                                  | Forfeited/expired    |  |        | (7,500    | )              |  | $                | 6.56 | 
|Company options held by employees |                      |  |        |           |                |  |                  |     
|                                  | At December 31, 2000 |  |        | 1,978,403 |                |  | $                | 5.04 | 
|                                  | Granted              |  |        | 672,750   |                |  | $                | 7.73 | 
|                                  | Exercised            |  |        | (28,468   | )              |  | $                | 1.65 | 
|                                  | Forfeited/expired    |  |        | (13,000   | )              |  | $                | 5.25 | 
|                                  |                      |  |        |           |                |  |                  |      | 
|Company options held by employees |                      |  |        |           |                |  |                  |     
|                                  | At December 31, 2001 |  |        | 2,609,685 |                |  | $                | 5.77 | 



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table summarizes the status of Company options outstanding and exercisable at December 31, 2001 under the 1998 Stock
Option Plan, the Conversion Stock Option Plan, and the 2001 Directors Option Plan:

|               |  |                     |           |                     |  |             |     |          |  |       |       |  |  |          |           |  |  |  |       | 
|-------------- |  | ------------------- | --------- | ------------------- |  | ----------- | --- | -------- |  | ----- | ----- |  |  | -------- | --------- |  |  |  | ----- | 
|               |  | OPTIONS OUTSTANDING |           | OPTIONS EXERCISABLE
|               |  |                     |           |                    
|               |  |                     |           |                     |  | WEIGHTED    |     |          |  |       |       |  |  |          |           |  |  | 
|               |  |                     |           |                     |  | AVERAGE     |     | WEIGHTED |  |       |       |  |  | WEIGHTED
|               |  |                     |           |                     |  | REMAINING   |     | AVERAGE  |  |       |       |  |  | AVERAGE 
|               |  |                     |           |                     |  | CONTRACTUAL |     | EXERCISE |  |       |       |  |  | EXERCISE
|EXERCISE PRICE |  | SHARES              |           | LIFE (YEARS)        |  | PRICE       |     | SHARES   |  | PRICE
|               |  |                     |           |                     |  |             |     |          |  |      
|$6.39-$7.83    |  |                     | 836,750   |                     |  |             | 9.3 |          |  |       | $7.65 |  |  |          | 217,800   |  |  |  | $7.70 | 
|$5.00-$5.50    |  |                     | 1,621,666 |                     |  |             | 6.7 |          |  |       | $5.01 |  |  |          | 1,162,907 |  |  |  | $5.01 | 
|$0.88-$3.73    |  |                     | 151,269   |                     |  |             | 0.5 |          |  |       | $3.53 |  |  |          | 151,269   |  |  |  | $3.53 | 
|               |  |                     |           |                     |  |             |     |          |  |       |       |  |  |          |           |  |  |  |       | 
|               |  |                     | 2,609,685 |                     |  |             |     |          |  |       |       |  |  |          | 1,531,976 |  |  |  |       | 
|               |  |                     |           |                     |  |             |     |          |  |       |       |  |  |          |           |  |  |  |       | 

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Of the options outstanding at December 31, 2001, it is anticipated that
no more than approximately 1,231,666 will be treated as NQSOs and at
least 1,378,029 will be treated as ISOs.                               
|
| | There were options exercisable into common stock of 1,531,976, 808,884,
and 331,163 shares at weighted average exercise prices of $5.24, $5.18
and $5.00 per share at December 31, 2001, 2000, and 1999, respectively.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of December 31, 2001, the stock options granted under the 1998 Stock
Option Plan entitle the holders to purchase 2,303,416 shares of the
Companys common stock. Stock options granted under the Conversion Stock
Option Plan entitle the holders to purchase 151,269 shares of the
Companys common stock and stock options granted under the 2001
Directors Option Plan entitle the holders to purchase 155,000 shares of
the Companys common stock.

7.     EARNINGS PER SHARE



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Statement of Financial Accounting Standards No. 128 (SFAS 128) calls
for the dual presentation of basic and diluted earnings per share
(EPS). Basic EPS is calculated by dividing net income by the weighted
average number of common shares outstanding during the reporting period.
The calculation of diluted earnings per share is similar to basic except
that the weighted average number of shares outstanding includes the
additional dilution that would occur if potential common stock, such as
stock options or warrants, were exercised. The effects of the assumed
exercise of 2,609,685 outstanding options and 790,000 warrants to
purchase shares of common stock are excluded from the calculations of
diluted net loss per share at December 31, 2001, as their effect was anti-dilutive.



| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table sets forth the computation of basic and diluted net
loss per share for the periods indicated (In thousands except per share
data):

|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |         |         |  
|-------------------------------------------- | ------------------------------------- | ----------------------------------- | ------ | ----------------------- | ----- | ---- | ------- | ------- | ----- | - | ------- | ------- | ------- | -
|                                             |                                       |                                     |        | YEAR ENDED DECEMBER 31,
|                                             |                                       |                                     |        |                        
|                                             |                                       |                                     |        | 2001                    |       | 2000 |         | 1999   
|                                             |                                       |                                     |        |                         |       |      |         |        
|Net (loss) income before extraordinary items |                                       | $                                   | (1,713 | )                       |       | $    | 14,966  |         |       | $ | (6,300  | )      
|Extraordinary loss                           |                                       |                                     |       |                         |       |      | (1,114  | )       |       |   | (471    | )      
|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|Net (loss) income                            |                                       | $                                   | (1,713 | )                       |       | $    | 13,852  |         |       | $ | (6,771  | )      
|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|(Loss) income applicable to common shares:   |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|                                             | Net (loss) income                     |                                     | $      | (1,713                  | )     |      | $       | 13,852  |       |   | $       | (6,771  | )      
|                                             | Preferred stock dividend requirements |                                     |        |                        |       |      |         | (629    | )     |   |         | (5,205  | )      
|                                             | Preferred stock accretion             |                                     |        |                        |       |      |         | (26,611 | )     |   |         | (17,221 | )      
|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|Loss applicable to common shares             |                                       | $                                   | (1,713 | )                       |       | $    | (13,388 | )       |       | $ | (29,197 | )      
|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|Weighted average shares                      |                                       |                                     | 34,218 |                         |       |      | 31,715  |         |       |   | 240     |        
|Net loss per common share:                   |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|                                             | Basic and diluted:                    |                                     |        |                         |       |      |         |         |       |   |         |         |        
|                                             |                                       | Net loss before extraordinary items |        | $                       | (0.05 | )    |         | $       | (0.39 | ) |         | $       | (119.69 | )
|                                             |                                       | Extraordinary loss                  |        |                         |      |      |         |         | (0.03 | ) |         |         | (1.96   | )
|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |        
|                                             |                                       | Net loss                            |        | $                       | (0.05 | )    |         | $       | (0.42 | ) |         | $       | (121.65 | )
|                                             |                                       |                                     |        |                         |       |      |         |         |       |   |         |        

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##### Table of Contents



REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     INCOME TAXES



| |                                                                                                           
| | ----------------------------------------------------------------------------------------------------------
| | The Companys income tax benefit consists of the
following for the years ended December 31 (in thousands):

|                 |         |   |      |      |      |   |      |   |  |   |   |   | 
|---------------- | ------- | - | ---- | ---- | ---- | - | ---- | - |  | - | - | - | 
|                 |         |   | 2001 |      | 2000 |   | 1999
|                 |         |   |      |      |      |   |     
|Current federal  |         | $ | 47   |      |      | $ |     |   |  | $ |  |  
|Current state    |         |   | 135  |      |      |   |     |   |  |   |  |  
|                 |         |   |      |      |      |   |      |   |  |   |   |  
|Total
current    |         | $ | 182  |      |      | $ |     |   |  | $ |  |  
|                 |         |   |      |      |      |   |      |   |  |   |   |  
|Deferred federal |         | $ | (640 | )    |      | $ |     |   |  | $ |  |  
|Deferred state   |         |   | (207 | )    |      |   |     |   |  |   |  |  
|                 |         |   |      |      |      |   |      |   |  |   |   |  
|Total deferred   |         | $ | (847 | )    |      | $ |     |   |  | $ |  |  
|                 |         |   |      |      |      |   |      |   |  |   |   |  
|Income tax       |         |   |      |      |      |   |      |   |  |   |   |  
|                 | benefit |   | $    | (665 | )    |   | $    |  |  |   | $ |  | 
|                 |         |   |      |      |      |   |      |   |  |   |   |  
|Net income tax   |         |   |      |      |      |   |      |   |  |   |   |  
|                 | benefit |   | $    | (665 | )    |   | $    |  |  |   | $ |  | 
|                 |         |   |      |      |      |   |      |   |  |   |   |  



| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | The components of the Companys deferred tax assets and liabilities are as follows as of December 31 (in thousands):

|                          |                                    |                                |   |         |         |      |   |         |         |  
|------------------------- | ---------------------------------- | ------------------------------ | - | ------- | ------- | ---- | - | ------- | ------- | -
|                          |                                    |                                |   | 2001    |         | 2000
|                          |                                    |                                |   |         |         |     
|Deferred tax assets:      |                                    |                                |   |         |         |      |   |        
|                          | Net operating loss carryforwards   |                                | $ | 10,374  |         |      | $ | 11,083  |        
|                          | Miscellaneous accruals and credits |                                |   | 200     |         |      |   | 300     |        
|                          | Accounts receivable reserve        |                                |   | 273     |         |      |   | 200     |        
|                          |                                    |                                |   |         |         |      |   |        
|                          |                                    | Total deferred tax assets      |   |         | 10,847  |      |   |         | 11,583  |  
|                          |                                    |                                |   |         |         |      |   |        
|Deferred tax liabilities: |                                    |                                |   |         |         |      |   |        
|                          | Property and equipment             |                                |   | (2,059  | )       |      |   | (300    | )      
|                          | Intangible assets                  |                                |   | (13,658 | )       |      |   | (15,600 | )      
|                          |                                    |                                |   |         |         |      |   |        
|                          |                                    | Total deferred tax liabilities |   |         | (15,717 | )    |   |         | (15,900 | )
|                          |                                    |                                |   |         |         |      |   |        
|                          |                                    | Valuation allowance            |   |         | -0-     |      |   |         | -0-     |  
|                          |                                    |                                |   |         |         |      |   |        
|                          |                                    | Net deferred tax liabilities   |   | $       | (4,870  | )    |   | $       | (4,317  | )
|                          |                                    |                                |   |         |         |      |   |        



| |                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company has cumulative federal and state tax loss carryforwards of
approximately $40.0 million at December 31, 2001. These loss
carryforwards will expire in years 2002 through 2021. The utilization of
a portion of these net operating loss carryforwards for federal income
tax purposes is limited pursuant to the annual utilization limitations

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##### Table of Contents



REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                    
| | -------------------------------------------------------------------
| | provided under the provisions of Internal Revenue Code Section 382.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In 2000, Regent recognized a gain of approximately $17.8 million on the
asset exchange from the Clear Channel transaction. For tax purposes this
transaction was treated as a like-kind exchange resulting in a deferred
tax liability pursuant to the provisions of the
Internal Revenue Code section 1031, of approximately $6.3 million. In
arriving at the determination as to the amount of the valuation allowance
required for the years ended December 31, 2001 and 2000, the Company
considered the impact of deferred tax liabilities resulting from purchase
transactions, statutory restrictions on the use of operating losses, and a
tax planning strategy available to the Company. Consequently, the Company
determined that no valuation allowance was required for the years ended
December 31, 2001 and 2000. During the year 2000, the Company released
the entire valuation allowance. As a result of these events, no income
tax expense was recorded in 2000. On a quarterly basis, management will
assess whether it remains more likely than not that the deferred tax
asset will be realized (See Note 13).



| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company realized an income tax benefit from the exercise of certain
stock options in 2000 of $83,000. This benefit resulted in an increase in
the deferred tax asset and an increase in paid in capital.



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | The difference between the Companys effective tax rate on income (loss)
before income taxes and the federal statutory tax rate arise from the
following:

|                                                              |  |      |       |      |  |      |       |   |  |  |       |   
|------------------------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  |  | ----- | --
|                                                              |  | 2001 |       | 2000 |  | 1999
|                                                              |  |      |       |      |  |     
|Federal tax expense at statutory rate                         |  |      | (34.0 | )%   |  |      | 34.0  | % |  |  | (34.0 | )%
|Amortization of intangibles and other
non-deductible expenses |  |      | 5.8   |      |  |      | 1.0   |   |  |  | 9.0   |   
|(Decrease) increase of valuation allowance                    |  |      | 0.0   |      |  |      | (38.0 | ) |  |  | 31.0  |   
|State tax, net of federal tax benefit                         |  |      | (2.7  | )    |  |      | 3.0   |   |  |  | (6.0  | ) 
|Other                                                         |  |      | 3.0   |      |  |      | 0.0   |   |  |  | 0.0   |   
|                                                              |  |      |       |      |  |      |       |   |  |  |       |   
|Effective tax rate                                            |  |      | (27.9 | )%   |  |      | 0     | % |  |  | 0     | % 
|                                                              |  |      |       |      |  |      |       |   |  |  |       |   

9.     SAVINGS PLANS



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company sponsors defined contribution plans covering substantially
all employees. Both the employee and the Company can make voluntary
contributions to the plan.



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the third quarter of 2000, the Company added a matching feature to its
contribution plan, in which the Company will match participant
contributions in the form of employer stock. The matching formula is 50
cents for every dollar contributed up to the first 6% of compensation.
Company matched contributions vest to the employees over a three-year

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | period after one year of service. Contribution expense was approximately
$307,000 and $69,000 in 2001 and 2000, respectively. The Company did not
make any contributions to the defined contribution plan during the year
ended December 31, 1999.

10.     OTHER FINANCIAL INFORMATION



| |                        
| | -----------------------
| | Property and Equipment:



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | Property and equipment consists of the following as of December 31 (in
thousands):

|                              |                            |   |         |        |      |   |        |        | 
|----------------------------- | -------------------------- | - | ------- | ------ | ---- | - | ------ | ------ | 
|                              |                            |   | 2001    |        | 2000
|                              |                            |   |         |        |     
|Equipment                     |                            | $ | 27,765  |        |      | $ | 22,340 |       
|Furniture and fixtures        |                            |   | 1,271   |        |      |   | 1,195  |       
|Building and improvements     |                            |   | 4,744   |        |      |   | 3,562  |       
|Land                          |                            |   | 3,139   |        |      |   | 2,273  |       
|                              |                            |   |         |        |      |   |        |       
|                              |                            |   | 36,919  |        |      |   | 29,370 |       
|Less accumulated depreciation |                            |   | (11,102 | )      |      |   | (8,654 | )     
|                              |                            |   |         |        |      |   |        |       
|                              | Net property and equipment |   | $       | 25,817 |      |   | $      | 20,716 | 
|                              |                            |   |         |        |      |   |        |       



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | Depreciation expense was approximately $2.9 million, $2.2 million, and
$1.4 million for the years ended December 31, 2001, 2000 and 1999.



| |                   
| | ------------------
| | Intangible Assets:



| |                                                                              
| | -----------------------------------------------------------------------------
| | Intangible assets consists of the following as of December 31 (in
thousands):

|                                     |                       |   |         |         |      |   |         |         | 
|------------------------------------ | --------------------- | - | ------- | ------- | ---- | - | ------- | ------- | 
|                                     |                       |   | 2001    |         | 2000
|                                     |                       |   |         |         |     
|FCC broadcast licenses               |                       | $ | 269,370 |         |      | $ | 213,346 |        
|Goodwill and other intangible assets |                       |   | 14,779  |         |      |   | 12,612  |        
|                                     |                       |   |         |         |      |   |         |        
|                                     |                       |   | 284,149 |         |      |   | 225,958 |        
|Less accumulated amortization        |                       |   | (17,729 | )       |      |   | (8,061  | )      
|                                     |                       |   |         |         |      |   |         |        
|                                     | Net intangible assets |   | $       | 266,420 |      |   | $       | 217,897 | 
|                                     |                       |   |         |         |      |   |         |        



| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | Amortization expense was approximately $10.5 million, $6.4 million, and
$2.0 million for the years ended December 31, 2001, 2000 and 1999.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| |                           
| | --------------------------
| | Other Current Liabilities:



| |                                                                                     
| | ------------------------------------------------------------------------------------
| | Other current liabilities consist of the following as of December 31 (in
thousands):

|               |                                             |   |       |       |      |   |       |       | 
|-------------- | ------------------------------------------- | - | ----- | ----- | ---- | - | ----- | ----- | 
|               |                                             |   | 2001  |       | 2000
|               |                                             |   |       |       |     
|Balance Sheet: |                                             |   |       |       |      |   |       |      
|               | Accrued interest                            |   | $     | 351   |      |   | $     | 457   | 
|               | Current portion of long-term debt           |   |       | 60    |      |   |       | 60    | 
|               | Accrued professional fees                   |   |       | 336   |      |   |       | 405   | 
|               | Accrued non-compete payments                |   |       | 400   |      |   |       |      | 
|               | Due to seller for collection of receivables |   |       | 361   |      |   |       |      | 
|               | Accrued other                               |   |       | 1,502 |      |   |       | 1,376 | 
|               |                                             |   |       |       |      |   |       |      
|               |                                             | $ | 3,010 |       |      | $ | 2,298 |      
|               |                                             |   |       |       |      |   |       |      

11.     COMMITMENTS AND CONTINGENCIES



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the normal course of business, the Company is subject to various
regulatory proceedings, lawsuits, claims and other matters. Such matters
are subject to many uncertainties, and outcomes are not predictable with
assurance. In the opinion of the Companys management, the eventual
resolution of such matters for amounts above those reflected in the
consolidated financial statements would not likely have a materially
adverse effect on the financial condition of the Company.



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company leases certain facilities and equipment used in its
operations. Certain of the Companys operating leases contain
renewal options and/or escalating rent provisions. Total rental expenses were approximately $1,246,000, $801,000
and $594,000 in 2001, 2000 and 1999, respectively.



| |                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2001, the total minimum annual rental commitments under
noncancelable leases are as follows (in thousands):

|                                            |  |   |        |           |  |         |     |  |  | 
|------------------------------------------- |  | - | ------ | --------- |  | ------- | --- |  |  | 
|                                            |  |   |        | Operating |  | Capital
|                                            |  |   |        | Leases    |  | Leases 
|                                            |  |   |        |           |  |        
|2002                                        |  | $ | 1,221  |           |  | $       | 48  | 
|2003                                        |  |   | 1,116  |           |  |         | 40  | 
|2004                                        |  |   | 964    |           |  |         | 30  | 
|2005                                        |  |   | 892    |           |  |         | 6   | 
|2006                                        |  |   | 874    |           |  |         |    | 
|Thereafter                                  |  |   | 5,477  |           |  |         |    | 
|                                            |  |   |        |           |  |        
|Total minimum payments                      |  | $ | 10,544 |           |  | $       | 124 | 
|                                            |  |   |        |           |  |         |     |  | 
|Amount representing interest                |  |   |        |           |  |         | 12  | 
|                                            |  |   |        |           |  |         |     | 
|Present value of net minimum lease payments |  |   |        |           |  | $       | 112 | 
|                                            |  |   |        |           |  |         |     | 

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|12. |  | QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
|--- |  | --------------------------------------------



| |  | All adjustments necessary for a fair statement of income for each period
have been included (in thousands, except per share amounts):
| |  | -------------------------------------------------------------------------------------------------------------------------------------

|     |                                                             |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |         |       |  
|---- | ----------------------------------------------------------- | ------------------------- | - | ----------- | ----- | ----------- | - | ----------- | ---- | ----------- | - | ------ | ---- |  | - | ------ | ----- | - | - | ------- | ----- | -
|     |                                                             |                           |   | 1st Quarter |       | 2nd Quarter |   | 3rd Quarter |      | 4th Quarter |   |        |      | 
|     |                                                             |                           |   | ended       |       | ended       |   | ended       |      | ended       |   | Total 
|     |                                                             |                           |   | Mar. 31     |       | June 30     |   | Sept. 30    |      | Dec. 31     |   | Year  
|     |                                                             |                           |   |             |       |             |   |             |      |             |   |       
|2001 |                                                             |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |        
|     | Net broadcasting revenues                                   |                           | $ | 11,334      |       |             | $ | 14,658      |      |             | $ | 14,029 |      |  | $ | 13,724 |       |   | $ | 53,745  |      
|     | Operating (loss) income                                     |                           |   | (1,785      | )     |             |   | 262         |      |             |   | (429   | )    |  |   | (1,126 | )     |   |   | (3,078  | )    
|     | NET (LOSS) INCOME:                                          |                           |   | (1,008      | )     |             |   | 2,498       |      |             |   | (992   | )    |  |   | (2,211 | )     |   |   | (1,713  | )    
|     | BASIC AND DILUTED NET (LOSS)
INCOME PER COMMON SHARE(1)(3): |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |         |      
|     | Net (loss) income per
common share                          |                           | $ | (0.03       | )     |             | $ | 0.07        |      |             | $ | (0.03  | )    |  | $ | (0.06  | )     |   | $ | (0.05   | )    
|2000 |                                                             |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |        
|     | Net broadcasting revenues                                   |                           | $ | 7,477       |       |             | $ | 10,661      |      |             | $ | 11,691 |      |  | $ | 14,278 |       |   | $ | 44,107  |      
|     | Operating (loss) income                                     |                           |   | (687        | )     |             |   | 728         |      |             |   | 526    |      |  |   | 264    |       |   |   | 831     |      
|     | Extraordinary loss, net of taxes                            |                           |   | (1,114      | )     |             |   |            |      |             |   |       |      |  |   |       |       |   |   | (1,114  | )    
|     | NET (LOSS) INCOME                                           |                           |   | (3,789      | )     |             |   | 966         |      |             |   | 17,979 |      |  |   | (1,304 | )     |   |   | 13,852  |      
|     | NET (LOSS) INCOME APPLICABLE
TO COMMON SHARES:              |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |         |      
|     | Net (loss) income                                           |                           |   | (3,789      | )     |             |   | 966         |      |             |   | 17,979 |      |  |   | (1,304 | )     |   |   | 13,852  |      
|     | Preferred stock dividend and
accretion requirements         |                           |   | (27,240     | )     |             |   |            |      |             |   |       |      |  |   |       |       |   |   | (27,240 | )    
|     |                                                             |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |        
|     | (Loss) income applicable to
common shares                   |                           |   | (31,029     | )     |             |   | 966         |      |             |   | 17,979 |      |  |   | (1,304 | )     |   |   | (13,388 | )    
|     | BASIC NET (LOSS) INCOME PER
PER COMMON SHARE(3):            |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |         |      
|     |                                                             | Before extraordinary item |   | $           | (1.24 | )           |   | $           | 0.03 |             |   | $      | 0.52 |  |   | $      | (0.04 | ) |   | $       | (0.39 | )
|     |                                                             | Extraordinary item        |   | $           | (0.05 | )           |   | $           |     |             |   | $      |     |  |   | $      |      |   |   | $       | (0.03 | )
|     |                                                             |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |        
|     | Net (loss) income per
common share                          |                           | $ | (1.29       | )     |             | $ | 0.03        |      |             | $ | 0.52   |      |  | $ | (0.04  | )     |   | $ | (0.42   | )    
|     | DILUTED NET (LOSS) INCOME
PER COMMON SHARE(2)(3):           |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |         |      
|     | Before extraordinary loss                                   |                           | $ | (1.24       | )     |             | $ | 0.03        |      |             | $ | 0.51   |      |  | $ | (0.04  | )     |   | $ | (0.39   | )    
|     | Extraordinary loss                                          |                           | $ | (0.05       | )     |             | $ |            |      |             | $ |       |      |  | $ |       |       |   | $ | (0.03   | )    
|     |                                                             |                           |   |             |       |             |   |             |      |             |   |        |      |  |   |        |       |   |   |        
|     | Net income (loss) per
common share                          |                           | $ | (1.29       | )     |             | $ | 0.03        |      |             | $ | 0.51   |      |  | $ | (0.04  | )     |   | $ | (0.42   | )    



---

|(1) |  | Despite net income in the second quarter of 2001, net income per
common share was the same for both the basic and diluted calculation.                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The diluted calculation is shown, as the effect of the exercise of
common stock equivalents was dilutive in the second and third quarters.                              
|   
|(3) |  | The sum of the quarterly net
loss (income) per share amounts may not equal the annual amount reported,
as per share amounts are computed
independently for each quarter.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|13. |  | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
|--- |  | -----------------------------------------



| |  |  | In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144
addresses the financial accounting and reporting for the impairment or
disposal of long-lived assets, including the disposal of a segment of a
business. SFAS 144 requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by
the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the
asset. SFAS 144 requires companies to separately report discontinued
operations and extends that reporting to a component of an entity that
either has been disposed of (by sale, abandonment, or in a distribution
to owners) or is classified as held for sale. Furthermore, future
operating losses relating to discontinued operations can no longer be
recorded before they occur. Assets to be disposed of are reported at the
lower of the carrying amount or fair value, less costs to sell. The
statement is effective for fiscal years beginning after December 15,
2001, and interim periods within those fiscal years. The Company has not
yet determined the impact, if any, of adopting SFAS 144.                                                                                                                                 
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations that addresses the
recognition of asset retirement obligations. The objective of SFAS 143 is
to provide guidance for legal obligations associated with the retirement
of tangible long-lived assets. The statement is effective for fiscal
years beginning after June 15, 2002. The Company has not yet determined
the impact, if any, of adopting SFAS 143.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, Business Combinations (SFAS 141) and No. 142, Goodwill and
Other Intangible Assets (SFAS 142). SFAS 141, which became effective
on July 1, 2001, eliminated the use of pooling of interests for all
business combinations initiated after June 29, 2001 and also established
specific criteria for the recognition of intangible assets separate from
goodwill. As Regent has historically reflected acquisitions using the
purchase method, SFAS 141 will not have a significant impact on the
Company. SFAS 142 requires that a company no longer amortize the
goodwill and intangible assets determined to have an indefinite life and
also requires an annual impairment testing of those assets. SFAS 142
must be adopted in the first quarter of the first fiscal year beginning
after December 15, 2001. The Company will adopt SFAS 142 on January 1,
2002. The Company is currently evaluating the full impact that SFAS 141
and SFAS 142 will have on its consolidated financial statements, and
believes that SFAS 142 could have a material impact on its financial
statements as amortization of goodwill and certain other intangible
assets represents a significant expense for the Company. Amortization
expense related to goodwill and indefinite-lived intangibles was
approximately $10.5 million, $6.4 million, and $2.0 million,
respectively, for the years ended December 31, 2001, 2000 and 1999. In
addition, upon adoption, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangibles
and have not yet determined what the effect of these tests will be on the
Companys financial position or results of operations.
|
| |  |  | When amortization of
Regents indefinite lived assets ceases on January 1, 2002 due
to the adoption of SFAS No. 142, the reversal of deferred tax
liabilities relating to those intangible assets will no longer be
assured within the Companys net operating loss carryforward
period. Regent is in the process of assessing the effects of this
pronouncement on the realizability of its deferred tax assets, and a
valuation allowance could be required. The Company has not yet
determined the magnitude of this adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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REGENT COMMUNICATIONS, INC.

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

|                                        |  |            |       |            |  |            |     |               |  |           |       |            |  |  |         |      |  |   |       | 
|--------------------------------------- |  | ---------- | ----- | ---------- |  | ---------- | --- | ------------- |  | --------- | ----- | ---------- |  |  | ------- | ---- |  | - | ----- | 
|                                        |  |            |       |            |  | ADDITIONS  |     |               |  |           |       |            |  | 
|                                        |  |            |       |            |  |            |     |               |  |           |       |            |  | 
|                                        |  | BALANCE AT |       | CHARGED TO |  | CHARGED TO |     |               |  |           |       | BALANCE AT
|                                        |  | BEGINNING  |       | COSTS AND  |  | OTHER      |     |               |  |           |       | THE END   
|                                        |  | OF PERIOD  |       | EXPENSES   |  | ACCOUNTS   |     | DEDUCTIONS(1) |  | OF PERIOD
|                                        |  |            |       |            |  |            |     |               |  |          
|Allowance for doubtful accounts:        |  |            |       |            |  |            |     |               |  |           |       |           
|Years ended December 31,                |  |            |       |            |  |            |     |               |  |           |       |           
|2001                                    |  | $          | 403   |            |  |            | 822 |               |  |           |      |            |  |  | 506     |      |  | $ | 719   | 
|2000                                    |  | $          | 231   |            |  |            | 725 |               |  |           |      |            |  |  | 553     |      |  | $ | 403   | 
|1999                                    |  | $          | 268   |            |  |            | 390 |               |  |           |      |            |  |  | 427     |      |  | $ | 231   | 
|Deferred tax asset valuation allowance: |  |            |       |            |  |            |     |               |  |           |       |           
|Years ended December 31,                |  |            |       |            |  |            |     |               |  |           |       |           
|2001                                    |  | $          |      |            |  |            |    |               |  |           |      |            |  |  |        |      |  | $ |      | 
|2000                                    |  | $          | 9,300 |            |  |            |    |               |  |           |      |            |  |  | ($9,300 | )(2) |  | $ |      | 
|1999                                    |  | $          | 4,248 |            |  |            |    |               |  |           | 5,052 |            |  |  |        |      |  | $ | 9,300 | 



---

|(1) |  | Represents accounts written off to the reserve.              
|--- |  | -------------------------------------------------------------
|(2) |  | See Note 8 in the Notes to Consolidated Financial Statements.

-65-



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##### Table of Contents






ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.




PART III




ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this Item 10 is hereby incorporated by
reference from our definitive Proxy Statement, and specifically from the
portions thereof captioned Section 16 (a) Beneficial Ownership Reporting
Compliance, Election of Directors and Executive Officers, to be filed in
April 2002 in connection with the 2002 Annual Meeting of Stockholders presently
scheduled to be held on May 16, 2002.




ITEM 11.     EXECUTIVE COMPENSATION.

The information required by this Item 11 is hereby incorporated by
reference from our definitive Proxy Statement to be filed in April 2002 in
connection with the 2002 Annual Meeting of Stockholders, presently scheduled to
be held on May 16, 2002, and specifically from the portion thereof captioned
Executive Compensation, except that the information required by Item 402(k)
of Regulation S-K which appears within such caption under the sub-heading
Compensation Committee Report is specifically not incorporated by reference
into this Form 10-K or into any other filing by Regent under the Securities Act
of 1933 or the Securities Exchange Act of 1934.




ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this Item 12 is hereby incorporated by
reference from our definitive Proxy Statement, and specifically from the
portion thereof captioned Security Ownership of Certain Beneficial Owners and
Management, to be filed in April 2002 in connection with the 2002 Annual
Meeting of Stockholders presently scheduled to be held on May 16, 2002.




ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item 13 is hereby incorporated by
reference from our definitive Proxy Statement, and specifically from the
portion thereof captioned Certain Relationships and Related Transactions, to
be filed in April 2002 in connection with the 2002 Annual Meeting of
Stockholders presently scheduled to be held on May 16, 2002.




PART IV




ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.



|    |                             
|--- | ----------------------------
|(a) | 1.     FINANCIAL STATEMENTS.

The consolidated financial statements of Regent Communications, Inc. and
subsidiaries filed as part of this Annual Report on Form 10-K are set forth
under Item 8.

-66-



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##### Table of Contents





| | 2. |  | FINANCIAL STATEMENT SCHEDULES.
| | -- |  | ------------------------------

The financial statement schedule filed as part of this Annual Report on
Form 10-K is set forth under Item 8.



| | 3. |  | EXHIBITS.
| | -- |  | ---------

A list of the exhibits filed or incorporated by reference as part of this
Annual Report on Form 10-K is set forth in the Index to Exhibits which
immediately precedes such exhibits and is incorporated herein by this
reference.



|    |                     
|--- | --------------------
|(b) | REPORTS ON FORM 8-K.

On November 21, 2001, we filed a Form 8-K. This Form 8-K was filed to
announce the sale of 900,000 shares of Regent Communications, Inc. common stock
in a private placement offering.

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##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Regent Communications, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     |  |     |  |                     |  |                                         |  | 
|-------------------- |  | --- |  | ------------------- |  | --------------------------------------- |  | 
|                     |  |     |  |                     |  | REGENT COMMUNICATIONS, INC.            
|Date: March 18, 2002 |  | By: |  | /s/ TERRY S. JACOBS
|                     |  |     |  |                     |  |                                        
|                     |  |     |  |                     |  | Terry S. Jacobs, Chairman of the Board,
|                     |  |     |  |                     |  | Chief Executive Officer and Treasurer  

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                            |  |                                        |  |                |  |  |  | 
|--------------------------- |  | -------------------------------------- |  | -------------- |  |  |  | 
|Signature                   |  | Title                                  |  | Date          
|                            |  |                                        |  |               
|                           
|/s/
TERRY S. JACOBS         |  | Chairman of the Board, Chief           |  | March 18, 2002
|                            |  | Executive Officer, Treasurer and       |  |                |  | 
|Terry S. Jacobs             |  | Director (Principal Executive Officer) |  |                |  | 
|                           
|/s/ WILLIAM L. STAKELIN     |  | President, Chief Operating Officer,    |  | March 18, 2002
|                            |  | Secretary and Director                 |  |                |  | 
|William L. Stakelin         |  |                                        |  |                |  |  |  | 
|                           
|/s/ ANTHONY A. VASCONCELLOS |  | Senior Vice President and Chief        |  | March 18, 2002
|                            |  | Financial Officer (Principal Financial |  |                |  | 
|Anthony A. Vasconcellos     |  | and Principal Accounting Officer)      |  |                |  | 
|                           
|/s/ JOEL M. FAIRMAN         |  | Director                               |  | March 18, 2002
|                           
|Joel M. Fairman             |  |                                        |  |                |  |  |  | 
|                           
|/s/ KENNETH J. HANAU        |  | Director                               |  | March 18, 2002
|                           
|Kenneth J. Hanau            |  |                                        |  |                |  |  |  | 
|                           
|/s/ WILLIAM H. INGRAM       |  | Director                               |  | March 18, 2002
|                           
|William H. Ingram           |  |                                        |  |                |  |  |  | 
|                           
|/s/ R. GLEN MAYFIELD        |  | Director                               |  | March 18, 2002
|                           
|R. Glen Mayfield            |  |                                        |  |                |  |  |  | 
|                           
|/s/ RICHARD H. PATTERSON    |  | Director                               |  | March 18, 2002
|                           
|Richard H. Patterson        |  |                                        |  |                |  |  |  | 
|                           
|/s/ WILLIAM P. SUTTER, JR   |  | Director                               |  | March 18, 2002
|                           
|William P. Sutter, Jr.      |  |                                        |  |                |  |  |  | 
|                           
|/s/ JOHN H. WYANT           |  | Director                               |  | March 18, 2002
|                           
|John H. Wyant               |  |                                        |  |                |  |  |  | 

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##### Table of Contents



EXHIBIT INDEX

The following exhibits are filed, or incorporated by reference where
indicated, as part of Part IV of this Annual Report on Form 10-K:

|        |  |                                                                           
|------- |  | --------------------------------------------------------------------------
|EXHIBIT |  |                                                                           
|NUMBER  |  | EXHIBIT DESCRIPTION                                                       
|        |  |                                                                           
|2(a)*   |  | Asset Exchange Agreement dated as of March 12, 2000 by and among Clear    
|        |  | Channel Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc.,    
|        |  | Capstar Radio Operating Company, Capstar TX Limited Partnership, Regent   
|        |  | Broadcasting of Victorville, Inc., Regent Licensee of Victorville, Inc.,  
|        |  | Regent Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale, Inc., 
|        |  | Regent Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield,  
|        |  | Inc.  (previously filed as Exhibit 2(g) to the Registrant's Form 10-K for 
|        |  | the year ended December 31, 1999 and incorporated herein by this          
|        |  | reference)                                                                
|       
|2(b)*   |  | First Amendment to Asset Exchange Agreement made on May 31, 2000 by and   
|        |  | among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting        
|        |  | Licenses, Inc., Capstar Radio Operating Company, Capstar TX Limited       
|        |  | Partnership, Regent Broadcasting of Victorville, Inc., Regent Licensee of 
|        |  | Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent Licensee 
|        |  | of Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and Regent      
|        |  | Licensee of Mansfield, Inc. (previously filed as Exhibit 2(b) to the      
|        |  | Registrant's Form 10-Q for the quarter ended June 30, 2000 and            
|        |  | incorporated herein by reference)                                         
|       
|2(c)*   |  | Second Amendment to Asset Exchange Agreement made on June 2, 2000 by and  
|        |  | among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting        
|        |  | Licenses, Inc., Capstar Radio Operating Company, Capstar TX Limited       
|        |  | Partnership, Regent Broadcasting of Victorville, Inc., Regent Licensee of 
|        |  | Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent Licensee 
|        |  | of Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and Regent      
|        |  | Licensee of Mansfield, Inc. (previously filed as Exhibit 2(c) to the      
|        |  | Registrant's Form 10-Q for the quarter ended June 30, 2000 and            
|        |  | incorporated herein by reference)                                         
|       
|2(d)*   |  | Agreement of Merger dated March 29, 2000 by and among Regent              
|        |  | Communications, Inc., Regent Broadcasting, Inc., KZAP, Inc. and Rob Cheal 
|        |  | (previously filed as Exhibit 2(h) to the Registrant's Form 10-K for the   
|        |  | year ended December 31, 1999 and incorporated herein by this reference)   
|       
|2(e)*   |  | Asset Purchase Agreement dated March 29, 2000 by and between Yavapai      
|        |  | Broadcasting Corporation, Regent Broadcasting of Flagstaff, Inc. and      
|        |  | Regent Licensee of Flagstaff, Inc. (previously filed as Exhibit 2(i) to   
|        |  | the Registrant's Form 10-K for the year ended December 31, 1999 and       
|        |  | incorporated herein by this reference)                                    
|       
|2(f)*   |  | Asset Purchase Agreement made as of October 31, 2000 among Concord Media  
|        |  | Group of California, Inc., Regent Broadcasting of Palmdale, Inc. and      
|        |  | Regent Licensee of Palmdale, Inc. (previously filed as Exhibit 2(d) to the
|        |  | Registrant's Form 10-Q for the quarter ended September 30, 2000 and       
|        |  | incorporated herein by reference)                                         

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|        |  |                                                                               
|------- |  | ------------------------------------------------------------------------------
|EXHIBIT |  |                                                                               
|NUMBER  |  | EXHIBIT DESCRIPTION                                                           
|        |  |                                                                               
|2(g)*   |  | Asset Purchase Agreement made December 28, 2000 among NextMedia Group         
|        |  | II, Inc., NextMedia Licensing, Inc., Regent Broadcasting of Erie, Inc. and    
|        |  | Regent Licensee of Erie, Inc. (excluding exhibits not deemed material or      
|        |  | filed separately in executed form)(previously filed as Exhibit 2(g) to the    
|        |  | Registrant's 10-K for the year ended December 31, 2000 and incorporated       
|        |  | herein by reference)                                                          
|       
|2(h)*   |  | Agreement of Merger dated June 15, 2000 among StarCom. Inc, Dennis            
|        |  | Carpenter and Regent Broadcasting, Inc., as amended by an Amendment, dated    
|        |  | as of July 27, 2000, to Agreement of Merger, and as further amended by a      
|        |  | Second Amendment, dated as of February 19, 2001, to Agreement of Merger       
|        |  | (excluding exhibits not deemed material or filed separately in executed       
|        |  | form)(previously filed as Exhibit 2(h) to the Registrant's Form 10-K for      
|        |  | the year ended December 31, 2000 and incorporated herein by 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 reference)                                             
|       
|3(c)*   |  | Certificate of Decrease of Shares Designated as Series G Convertible          
|        |  | Preferred Stock of Regent Communications, Inc., filed with the Delaware       
|        |  | Secretary of State on June 21, 1999 amending the Amended and Restated         
|        |  | Certificate of Incorporation of Regent Communications, Inc., as amended       
|        |  | (previously filed as Exhibit 3(c) to the Registrant's Form 10-Q for the       
|        |  | Quarter Ended June 30, 1999 and incorporated herein by this reference)        
|       
|3(d)*   |  | Certificate of Designation, Number, Powers, Preferences and Relative,         
|        |  | Participating, Optional and Other Special Rights and the Qualifications,      
|        |  | Limitations, Restrictions, and Other Distinguishing Characteristics of        
|        |  | Series H Preferred Stock of Regent Communications, Inc., filed with the       
|        |  | Delaware Secretary of State on June 21, 1999 amending the Amended and         
|        |  | Restated Certificate of Incorporation of Regent Communications, Inc., as      
|        |  | amended (previously filed as Exhibit 3(d) to the Registrant's Form 10-Q       
|        |  | for the Quarter Ended June 30, 1999 and incorporated herein by this           
|        |  | reference)                                                                    
|       
|3(e)*   |  | Certificate of Decrease of Shares Designated as Series G Convertible          
|        |  | Preferred Stock of Regent Communications, Inc., filed with the Delaware       
|        |  | Secretary of State on August 23, 1999 amending the Amended and Restated       
|        |  | Certificate of Incorporation of Regent Communications, Inc., as amended       
|        |  | (previously filed as Exhibit 3(e) to the Registrant's Form 10-Q for the       
|        |  | Quarter Ended on September 30, 1999 and incorporated herein by this           
|        |  | reference)                                                                    

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|        |  |                                                                              
|------- |  | -----------------------------------------------------------------------------
|EXHIBIT |  |                                                                              
|NUMBER  |  | EXHIBIT DESCRIPTION                                                          
|        |  |                                                                              
|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          
|        |  | Registrants 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                                         
|       
|3(i)*   |  | Amended and Restated By-Laws of Regent Communications, Inc. (previously      
|        |  | filed as Exhibit 3(b) to the Amendment No. 1 to the Registrant's Form S-4    
|        |  | Registration Statement No. 333-46435 filed April 8, 1999 and incorporated    
|        |  | herein by this reference)                                                    
|       
|3(j)*   |  | Amendments to By-Laws of Regent Communications, Inc. adopted December 13,    
|        |  | 1999 (previously filed as Exhibit 3(h) 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)                              
|       
|4(a)*   |  | Credit Agreement dated as of January 27, 2000 among Regent Broadcasting,     
|        |  | Inc., Regent Communications, Inc., Fleet National Bank, as administrative    
|        |  | agent, Fleet National Bank, as issuing lender, General Electric Capital      
|        |  | Corporation, as syndication agent, Dresdner Bank AG, New York and Grand      
|        |  | Cayman Branches, as document agent, and the several lenders party thereto    
|        |  | (excluding exhibits not deemed material or filed separately in executed      
|        |  | form) (previously filed as Exhibit 4(a) to the Registrant's Form 8-K filed   
|        |  | February 10, 2000 and incorporated herein by this reference)                 
|       
|4(b)*   |  | Omnibus Amendment No. 1 and Amendment No. 1 to Credit Agreement dated as     
|        |  | of February 4, 2000 among Regent Broadcasting, Inc., Regent                  
|        |  | Communications, Inc., Fleet National Bank, as administrative agent, Fleet    
|        |  | National Bank, as issuing lender, General Electric Capital Corporation, as   
|        |  | syndication agent, Dresdner Bank AG, New York and Grand Cayman Branches,     
|        |  | as document agent, and the several lenders party thereto (previously filed   
|        |  | as Exhibit 4(e) to the Registrant's Form 8-K filed February 10, 2000 and     
|        |  | incorporated herein by this reference)                                       

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|        |  |                                                                           
|------- |  | --------------------------------------------------------------------------
|EXHIBIT |  |                                                                           
|NUMBER  |  | EXHIBIT DESCRIPTION                                                       
|        |  |                                                                           
|4(c)*   |  | Amendment No. 2 and Consent, dated as of August 23, 2000, to the Credit   
|        |  | Agreement dated as of January 27, 2000, as amended, among Regent          
|        |  | Broadcasting, Inc., Regent Communications, Inc., Fleet National Bank, as  
|        |  | administrative agent, Fleet National Bank, as issuing lender, General     
|        |  | Electric Capital Corporation, as syndication agent, Dresdner Bank AG, New 
|        |  | York and Grand Cayman Branches, as document agent, and the several lenders
|        |  | party thereto (previously filed as Exhibit 4(c) to the Registrant's Form  
|        |  | 10-K for the year ended December 31, 2000 and incorporated herein by this 
|        |  | reference)                                                                
|       
|4(d)*   |  | Amendment No. 3 dated as of December 1, 2000, to the Credit Agreement     
|        |  | dated as of January 27, 2000, as amended, among Regent Broadcasting, Inc.,
|        |  | Regent Communications, Inc., Fleet National Bank, as administrative agent,
|        |  | Fleet National Bank, as issuing lender, General Electric Capital          
|        |  | Corporation, as syndication agent, Dresdner Bank AG, New York and Grand   
|        |  | Cayman Branches, as document agent, and the several lenders party thereto 
|        |  | (previously filed as Exhibit 4(d) to the Registrant's Form 10-K for the   
|        |  | year ended December 31, 2000 and incorporated herein by this reference)   
|       
|       
|4(e)*   |  | Revolving Credit Note dated as of February 7, 2000 made by Regent         
|        |  | Broadcasting, Inc. in favor of Fleet National Bank in the original        
|        |  | principal amount of $25 million (previously filed as Exhibit 4(f) to the  
|        |  | Registrant's Form 8-K filed February 10, 2000 and incorporated herein by  
|        |  | this reference) (See Note 1 below)                                        
|       
|4(f)*   |  | Subsidiary Guaranty Agreement dated as of January 27, 2000 among Regent   
|        |  | Broadcasting, Inc., Regent Communications, Inc. and each of their         
|        |  | subsidiaries and Fleet National Bank, as collateral agent (previously     
|        |  | filed as Exhibit 4(c) to the Registrant's Form 8-K filed February 10, 2000
|        |  | and incorporated herein by this reference)                                
|       
|4(g)*   |  | Pledge Agreement dated as of January 27, 2000 among Regent Broadcasting,  
|        |  | Inc., Regent Communications, Inc. and each of their subsidiaries and Fleet
|        |  | National Bank, as collateral agent (previously filed as Exhibit 4(d) to   
|        |  | the Registrant's Form 8-K filed February 10, 2000 and incorporated herein 
|        |  | by this reference)                                                        
|       
|4(h)*   |  | Security Agreement dated as of January 27, 2000 among Regent              
|        |  | Broadcasting, Inc., Regent Communications, Inc. and each of their         
|        |  | subsidiaries and Fleet National Bank, as collateral agent (previously     
|        |  | filed as Exhibit 4(b) to the Registrant's Form 8-K filed February 10, 2000
|        |  | and incorporated herein by this reference)                                
|       
|10(a)*  |  | Regent Communications, Inc. Faircom Conversion Stock Option Plan          
|        |  | (previously filed as Exhibit 10(f) to the Registrant's Form S-4           
|        |  | Registration Statement filed February 17, 1998 and incorporated herein by 
|        |  | this reference)                                                           
|       
|10(b)*  |  | Regent Communications, Inc. 1998 Management Stock Option Plan, as         
|        |  | amended through May 17, 2001 (previously filed as Exhibit 10(a) to the    
|        |  | Registrant's Form 10-Q for the quarter ended June 30, 2001 and            
|        |  | incorporated herein by this reference)                                    

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##### Table of Contents



|        |  |                                                                           
|------- |  | --------------------------------------------------------------------------
|EXHIBIT |  |                                                                           
|NUMBER  |  | EXHIBIT DESCRIPTION                                                       
|        |  |                                                                           
|10(c)*  |  | Regent Communications, Inc. 2001 Directors' Stock Option Plan date May 17,
|        |  | 2000 (previously filed as Exhibit 10(b) to the Registrant's Form 10-Q     
|        |  | for the quarter ended June 30, 2001 and incorporated here by this         
|        |  | reference)                                                                
|       
|10(d)*  |  | Employment Agreement between Regent Communications, Inc. and Terry S.     
|        |  | Jacobs (previously filed as Exhibit 10(b) to the Registrant's Form 10-Q   
|        |  | for the quarter ended March 31, 2001 and incorporated herein by this      
|        |  | reference)                                                                
|       
|10(e)*  |  | Employment Agreement between Regent Communications, Inc. and William L.   
|        |  | Stakelin (previously filed as Exhibit 10(c) to the Registrant's Form 10-Q 
|        |  | for the quarter ended March 31, 2001 and incorporated herein by this      
|        |  | reference)                                                                
|       
|10(f)*  |  | Lease Agreement dated January 17, 1994 between CPX - Riverleft            
|        |  | Development Corporation and Regent Communications, Inc. (previously filed 
|        |  | as Exhibit 10(z) to the Registrant's S-4 filed on February 17, 1998 and   
|        |  | incorporated herein by this reference)                                    
|       
|10(g)*  |  | 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(h)*  |  | 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 Cites 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(i)*  |  | 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 2 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(j)*  |  | 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 3 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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##### Table of Contents



|        |  |                                                                           
|------- |  | --------------------------------------------------------------------------
|EXHIBIT |  |                                                                           
|NUMBER  |  | EXHIBIT DESCRIPTION                                                       
|        |  |                                                                           
|10(k)*  |  | 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(l)*  |  | Stock Purchase Agreement dated as of August 31, 1999 among Regent         
|        |  | Communications, Inc., The Roman Arch Fund L.P. and The Roman Arch Fund II 
|        |  | L.P. relating to the purchase of 109,091 and 72,727 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(ee) to the Registrant's Form 10-Q for
|        |  | the quarter ended on September 30, 1999 and incorporated herein by this   
|        |  | reference)                                                                
|       
|10(m)*  |  | 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(n)*  |  | Second Amendment to Registration Rights Agreement dated as of December    
|        |  | 13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L.  
|        |  | Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital
|        |  | Fund III Limited Partnership, Miami Valley Venture Fund, L.P., PNC Bank,  
|        |  | N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media Partners,
|        |  | L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital      
|        |  | Partners VII, WPG Corporate Development Associates V, L.L.C., WPG         
|        |  | Corporate Development Associates V (Overseas) L.P., General Electric      
|        |  | Capital Corporation, William H. Ingram, The Roman Arch Fund L.P., The     
|        |  | Roman Arch Fund II L.P. and The Prudential Insurance Company of America   
|        |  | (previously filed as Exhibit 4(hh) to Amendment No. 1 to the Registrant's 
|        |  | Form S-1 Registration Statement No. 333-91703 filed December 29, 1999 and 
|        |  | incorporated herein by this reference)                                    
|       
|10(o)*  |  | Third Amended and Restated Stockholders' 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, Joel M. Fairman, The Roman Arch   
|        |  | Fund L.P., The Roman Arch Fund II                                         

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##### Table of Contents



|        |  |                                                                           
|------- |  | --------------------------------------------------------------------------
|EXHIBIT |  |                                                                           
|NUMBER  |  | EXHIBIT DESCRIPTION                                                       
|        |  |                                                                           
|        |  | L.P. and the Prudential Insurance Company of America (previously          
|        |  | filed as Exhibit 4(ii) to Amendment No. 1 to the Registrant's Form        
|        |  | S-1 Registration Statement No. 333-91703 filed December 29, 1999          
|        |  | and incorporated herein by this reference)                                
|       
|10(p)*  |  | Stock Purchase Agreement dated as of November 24, 1999, between Regent    
|        |  | Communications, Inc. and Blue Chip Capital Fund III Limited Partnership   
|        |  | (see Note 4 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(q)*  |  | Registration Rights Agreement, dated as of August 28, 2001, between       
|        |  | Regent Communications, Inc. and Bayard H. Walters (previously filed as    
|        |  | Exhibit 10(a) to the Registrant's Form 10-Q for the quarter ended         
|        |  | September 30, 2001 and incorporated herein by this reference)             
|       
|10(r)*  |  | 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(s)*  |  | Form of Stock Purchase Agreement dated as of November 26, 2001 (see Note  
|        |  | 5 below)(previously filed as Exhibit 10.1 to the Registrant's Form S-3    
|        |  | Registration Statement No. 333-74704 filed December 6, 2001 and           
|        |  | incorporated herein by this reference)                                    
|       
|10(t)   |  | Fourth Amendment to Registration Rights Agreement, dated as of November   
|        |  | 26, 2001, among Regent Communications, Inc. and the Stockholders who are  
|        |  | signatories thereto                                                       
|       
|10(u)   |  | Registration Rights Agreement dated as of January 7, 2002, between        
|        |  | Regent Communications, Inc. and ComCorp of Lafayette, Inc.                
|       
|10(v)   |  | Registration Rights Agreement dated as of January 7, 2002 between Regent  
|        |  | Communications, Inc. and Abbeville Broadcasting Service, Inc.             
|       
|21      |  | Subsidiaries of Registrant                                                
|       
|23      |  | Consent of Independent Accountants                                        



---

|* |  | Incorporated by reference.
|- |  | --------------------------

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##### Table of Contents



NOTES:



| | 1. |  | Seven substantially identical notes were made by Regent Broadcasting,
Inc. as follows:
| | -- |  | --------------------------------------------------------------------------------------

|                                                      |  |                  |            | 
|----------------------------------------------------- |  | ---------------- | ---------- | 
|Original Holder                                       |  | Principal Amount
|                                                      |  |                 
|General Electric Capital Corporation                  |  | $                | 22,000,000 | 
|Dresdner Bank AG, New York And Cayman Island Branches |  | $                | 22,000,000 | 
|Mercantile Bank National Association                  |  | $                | 16,000,000 | 
|U.S. Bank National Association                        |  | $                | 10,000,000 | 
|Summit Bank                                           |  | $                | 10,000,000 | 
|Michigan National Bank                                |  | $                | 10,000,000 | 
|The CIT Group Equipment Financing, Inc.               |  | $                | 10,000,000 | 



| | 2. |  | Six substantially identical warrants for the purchase of shares of
Registrants common stock were issued as follows:
| | -- |  | --------------------------------------------------------------------------------------------------------------------

|                                                        |  |        |         | 
|------------------------------------------------------- |  | ------ | ------- | 
|                                                        |  | Shares
|                                                        |  |       
|Waller-Sutton Media Partners, L.P.                      |  |        | 650,000 | 
|WPG Corporate Development Associates V, L.L.C           |  |        | 112,580 | 
|WPG Corporate Development Associates (Overseas) V, L.P. |  |        | 17,420  | 
|General Electric Capital Corporation                    |  |        | 50,000  | 
|River Cities Capital Fund Limited Partnership           |  |        | 20,000  | 
|William H. Ingram                                       |  |        | 10,000  | 



| | 3. |  | 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 shares
|PNC Bank, N.A., as trustee                    |  | 181,818 shares



| | 4. |  | 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 shares  
|PNC Bank, N.A., Custodian                                                                                  |  | 181,818 shares  
|Mesirow Capital Partners VII1                                                                              |  | 818,181 shares  
|The Prudential Insurance Company of America                                                                |  | 1,000,000 shares



| | 5. |  | Twenty-two substantially identical stock purchase agreements were entered
into for the purchase of common stock as follows:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------

|                                                                                         |  |        |       |  | 
|---------------------------------------------------------------------------------------- |  | ------ | ----- |  | 
|Purchaser                                                                                |  | Shares
|                                                                                         |  |       
|U.S. Bancorp Piper Jaffray Asset Management
for benefit of Milwaukee Foundation MicroCap |  |        | 3,900 | 
|U.S. Bancorp Piper Jaffray Asset Management
for benefit of WM Chester Small Cap          |  |        | 400   | 
|U.S. Bancorp Piper Jaffray Asset Management                                              |  |        |       | 

E-8



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##### Table of Contents



|                                                                                    |  |        |         | 
|----------------------------------------------------------------------------------- |  | ------ | ------- | 
|Purchaser                                                                           |  | Shares
|                                                                                    |  |       
|for benefit of First American MicroCap Fund                                         |  |        | 211,500 | 
|U.S. Bancorp Piper Jaffray Asset Management
for benefit of Frantschi MicroCap       |  |        | 11,300  | 
|U.S. Bancorp Piper Jaffray Asset Management
for benefit of ES Tallmadge Res.        |  |        | 500     | 
|U.S. Bancorp Piper Jaffray Asset Management
for benefit of Posner Partners MicroCap |  |        | 5,600   | 
|U.S. Bancorp Piper Jaffray Asset Management
for benefit of Jane Petit MicroCap      |  |        | 500     | 
|Firstar Bank NA, Agent Lyndhurst Associates
MicroCap Fund                           |  |        | 13,300  | 
|Marshall & Isley Trust Company Custodian for
the Milwaukee Jewish Federation        |  |        | 3,000   | 
|Edge Capital, L.P.                                                                  |  |        | 100,000 | 
|Pogue Capital International, LTD.                                                   |  |        | 52,000  | 
|Oxa Trade & Finance, Inc.                                                           |  |        | 35,000  | 
|Coditec International LTD  E  VBL                                                 |  |        | 13,000  | 
|Blue Chip Capital Fund III Limited Partnership                                      |  |        | 200,000 | 
|Silverfin & Company                                                                 |  |        | 12,800  | 
|Capital Blue Cross Retirement Plan                                                  |  |        | 3,200   | 
|Clippership & Company                                                               |  |        | 90,800  | 
|Pitt & Company                                                                      |  |        | 83,000  | 
|Mellon Trust Company, Trustee for NYNEX
Master Pension Trust                        |  |        | 45,900  | 
|Capital Blue Cross                                                                  |  |        | 3,800   | 
|Silverbass & Company                                                                |  |        | 4,900   | 
|Palmsail & Company                                                                  |  |        | 5,600   | 

E-9