##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-15392
 REGENT COMMUNICATIONS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    31-1492857
(I.R.S. Employer
Identification No.)
 
  
 
 
  o þ
 o þ
 þ o
 þ
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



PagePart IItem 1 Business
    
    
    2Item 1A Risk Factors
    
    
    21Item 1B Unresolved Staff Comments
    
    
    26Item 2 Properties
    
    
    26Item 3 Legal Proceedings
    
    
    27Item 4 Submission of Matters to a Vote of Security Holders
    
    
    27Part IIItem 5 Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    27Item 6 Selected Financial Data
    
    
    30Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    32Item 7A Quantitative and Qualitative Disclosures about Market Risk
    
    
    52Item 8 Financial Statements and Supplementary Data
    
    
    53Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
    
    
    92Item 9A Controls and Procedures
    
    
    92Item 9B Other Information
    
    
    93Part IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    94Item 11 Executive Compensation
    
    
    94Item 12 Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
    
    
    94Item 13 Certain Relationships and Related Transactions, and
Director Independence
    
    
    95Item 14 Principal Accounting Fees and Services
    
    
    95Part IVItem 15 Exhibits, Financial Statement Schedules
    
    
    95
  - 1 -




---



##### 



General Development of Business
 Investing in Radio 2007 Market Report,
   
    
    a greater use of radio advertising compared to the national average;
    
    lower overall susceptibility to fluctuations in general economic conditions due to a lower percentage of national versus
local advertising revenues;
    
    greater growth potential for advertising revenues as national and regional retailers expand into mid-sized markets; and
    
    less direct format competition due to a smaller number of owners in any given market.
   Completed Acquisitions
  - 2 -




---



##### 



Subsequent Dispositions
  SalePriceNo. of
    
    
    
    (in
    
    DatePurchaser
    
    Market
    
    Stations
    
    Call Letters
    
    millions)
    
    CompletedStephens Media Group 
Watertown, LLC
    
    Watertown, NY
    
    
    4
    
    
    WCIZ-FM
WFRY-FM
WTNY-AM
WNER-AM
    
    $
    6.25
    
    
    02/01/08Capital Broadcasting, Inc.
    
    Albany, NY
    
    
    1
    
    
    WTMM-AM(1)
    
    $
    0.85
    
    
    02/05/08Culver Communications II,
Inc. and related entities
    
    Buffalo, NY
    
    
    1
    
    
    WECK-AM
    
    $
    1.30
    
    
    03/11/08
 
 (1)
    
    Effective November 1, 2007, Capital Broadcasting, Inc. began operating WTMM-AM
under a time brokerage agreement. Acquisition Strategy
    
    
    greater revenue and station operating income diversity;
    
    improved station operating income through the consolidation of facilities and the elimination of redundant expenses;
    
    enhanced revenue by offering advertisers a broader range of advertising packages;
 - 3 -




---



##### 




    
    improved negotiating leverage with various key vendors;
    
    enhanced appeal to top industry management talent; and
    
    increased overall scale, which should facilitate our capital raising activities.
  
    
    assess format quality and effectiveness so that we can refine or change station formats in order to increase audience and
revenue share;
    
    upgrade transmission, audio processing and studio facilities;
    
    expand and strengthen sales staff through active recruiting and in-depth training;
    
    convert acquired stations to our communications network and centralized networked accounting system; and
    
    establish revenue and expense budgets consistent with the programming and sales strategy and corresponding cost adjustments.
  Operating Strategy
  Ownership of Strong Radio Station Clusters
  - 4 -




---



##### 



Aggressive Sales and Marketing
 Cross-platform Sales
 Targeted Programming and Promotion
 
    
    creating distinct content and highly visible profiles for our on-air personalities;
    
    utilizing market research to formulate recognizable brand names for select stations; and
    
    supporting localism through active participation in community events and charities.
 Decentralized Operations
 - 5 -




---



##### 



Station Portfolio
   
    
    The abbreviation MSA in the table means the markets rank among the
largest metropolitan statistical areas in the United States.
    
    The abbreviation REV in the table means the ranking of the market by
BIAfns estimate of 2007 market gross radio advertising revenues in
the United States.
    
    In the Primary Demographic Target column, the letter A designates
adults, the letter W designates women and the letter M designates
men. The numbers following each letter designate the range of ages
included within the demographic group.
    
    Station Cluster Rank by Market Revenue Share in the table is the
ranking, by radio cluster market revenue, of each of our radio
clusters in its market among all other radio clusters in that market.
    
    We obtained all metropolitan statistical area rank information, market
revenue information and station cluster market rank information for
all of our markets from Investing in Radio 2007 Market Report,
published by BIA Publications, Inc. The information was obtained from
that database on March 4, 2008.
    
    We obtained all audience share information from the Fall 2007 Radio
Market Report published by The Arbitron Company, the radio broadcast
industrys principal ratings service. We derived station cluster
audience share based on persons ages 12 and over, listening Monday
through Sunday, 6:00 a.m. to 12:00 midnight.
    
    N/A indicates the market has no MSA rank and is not rated by Arbitron.
 - 6 -




---



##### 



StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareAlbany, NY
    
    
    63
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    16.0WQBJ-FM
    
    
    
    
    
    
    
    
    
    Rock
    
    
    M 18-49WQBK-FM
    
    
    
    
    
    
    
    
    
    Rock
    
    
    M 18-49WBZZ-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    A 25-54WGNA-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WTMM-FM
    
    
    
    
    
    
    
    
    
    Sports
    
    
    M 35+Bloomington, IL
    
    
    242
    
    
    
    186
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    27.9WJBC-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35-54WBNQ-FM
    
    
    
    
    
    
    
    
    
    Hot Adult Contemporary
    
    
    W 25-54WBWN-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WTRX-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+WJEZ-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    A 25-54Buffalo, NY
    
    
    52
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    27.8WYRK-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WJYE-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WBUF-FM
    
    
    
    
    
    
    
    
    
    JACK Adult Hits
    
    
    A 18-34WBLK-FM
    
    
    
    
    
    
    
    
    
    Urban
    
    
    A 25-54El Paso, TX
    
    
    76
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    11.1KSII-FM
    
    
    
    
    
    
    
    
    
    Hot Adult Contemporary
    
    
    W 25-54KLAQ-FM
    
    
    
    
    
    
    
    
    
    Rock
    
    
    M 18-49KROD-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+Evansville, IN
    
    
    161
    
    
    
    121
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    32.6WKDQ-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WJLT-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+WDKS-FM
    
    
    
    
    
    
    
    
    
    CHR
    
    
    A 18-34WGBF-FM
    
    
    
    
    
    
    
    
    
    Rock
    
    
    A 18-34WGBF-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+Flint, MI
    
    
    127
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    24.1WCRZ-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WWBN-FM
    
    
    
    
    
    
    
    
    
    Active Rock
    
    
    M 18-34WFNT-AM
    
    
    
    
    
    
    
    
    
    Adult Standards
    
    
    A 35+WRCL-FM
    
    
    
    
    
    
    
    
    
    Rhythmic CHR
    
    
    A 18-34WQUS-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    A 25-54WLCO-AM
    
    
    
    
    
    
    
    
    
    Classic Country
    
    
    A 35+Ft.Collins-Greeley, CO
    
    
    123
    
    
    
    160
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    16.5KUAD-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54KTRR-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54KMAX-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    M 25-54KKPL-FM
    
    
    
    
    
    
    
    
    
    Alternative
    
    
    A 18-34KARS-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+Grand Rapids, MI
    
    
    67
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    17.1WLHT-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WGRD-FM
    
    
    
    
    
    
    
    
    
    New Rock
    
    
    M 18-49WTRV-FM
    
    
    
    
    
    
    
    
    
    Soft Adult Contemporary
    
    
    W 35+WNWZ-AM
    
    
    
    
    
    
    
    
    
    Spanish
    
    
    A 25-54WFGR-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+
 - 7 -




---



##### 



StationCluster
    
    StationRank by
    
    ClusterStation
    
    Primary
    
    Market
    
    12+Radio Market/
    
    MSA
    
    REV
    
    Programming
    
    Demographic
    
    Revenue
    
    AudienceStation Call Letters
    
    Rank
    
    Rank
    
    Format
    
    Target
    
    Share
    
    ShareLafayette, LA
    
    
    104
    
    
    
    106
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    31.5KPEL-FM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+KTDY-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54KRKA-FM
    
    
    
    
    
    
    
    
    
    Rhythmic CHR
    
    
    A 18-34KFTE-FM
    
    
    
    
    
    
    
    
    
    Alternative
    
    
    A 18-34KMDL-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54KPEL-AM
    
    
    
    
    
    
    
    
    
    Sports
    
    
    A 35+KROF-AM
    
    
    
    
    
    
    
    
    
    Cajun
    
    
    A 35+Owensboro, KY
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/AWOMI-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+WBKR-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54Peoria, IL
    
    
    150
    
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    23.6WVEL-AM
    
    
    
    
    
    
    
    
    
    Gospel
    
    
    A 35+WGLO-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    M 25-54WIXO-FM
    
    
    
    
    
    
    
    
    
    Active Rock
    
    
    A 18-34WZPW-FM
    
    
    
    
    
    
    
    
    
    Rhythmic CHR
    
    
    A 18-34WFYR-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54St. Cloud, MN
    
    
    217
    
    
    
    164
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    28.7KMXK-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WWJO-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WJON-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+KLZZ-FM
    
    
    
    
    
    
    
    
    
    Classic Rock
    
    
    M 25-54KZRV-FM
    
    
    
    
    
    
    
    
    
    New Rock
    
    
    A 18-34KXSS-AM
    
    
    
    
    
    
    
    
    
    Sports
    
    
    M 35+Utica-Rome, NY
    
    
    162
    
    
    
    197
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    36.6WODZ-FM
    
    
    
    
    
    
    
    
    
    Oldies
    
    
    A 35+WLZW-FM
    
    
    
    
    
    
    
    
    
    Adult Contemporary
    
    
    W 25-54WFRG-FM
    
    
    
    
    
    
    
    
    
    Country
    
    
    A 25-54WIBX-AM
    
    
    
    
    
    
    
    
    
    News/Talk
    
    
    A 35+
 Advertising Sales
   - 8 -




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



ExpirationDate ofStation Call
    
    FCC
    
    HAAT in
    
    Power in
    
    
    
    FCCMarket
    
    Letters
    
    Class
    
    Meters
    
    Kilowatts
    
    Frequency
    
    LicenseFlint, MI
    
    WCRZ-FM
    
    B
    
    101
    
    50.0
    
    107.9 MHz
    
    10/01/12WWBN-FM
    
    A
    
    149
    
    1.8
    
    101.5 MHz
    
    10/01/12WFNT-AM
    
    B
    
    N/A
    
    5.0 daytime
    
    1470 kHz
    
    10/01/121.0 nightWRCL-FM
    
    A
    
    133
    
    3.5
    
    93.7 MHz
    
    10/01/12WQUS-FM
    
    A
    
    91
    
    3.0
    
    103.1  MHz
    
    10/01/12WLOC-AM
    
    B
    
    N/A
    
    5.0 daytime
    
    1530   kHz
    
    10/01/121.0 nightFt.Collins-Greeley, CO
    
    KUAD-FM
    
    C1
    
    255
    
    100.0
    
    99.1 MHz
    
    04/01/13KTRR-FM
    
    C2
    
    234
    
    17.0
    
    102.5  MHz
    
    04/01/13KMAX-FM
    
    C3
    
    168
    
    8.7
    
    94.3 MHz
    
    04/01/13KKPL-FM
    
    C2
    
    150
    
    50.0
    
    99.9 MHz
    
    10/01/13KARS-FM
    
    C
    
    372
    
    100.0
    
    102.9  MHz
    
    10/01/13Grand Rapids, MI
    
    WLHT-FM
    
    B
    
    168
    
    40.0
    
    95.7 MHz
    
    10/01/12WGRD -FM
    
    B
    
    180
    
    13.0
    
    97.9 MHz
    
    10/01/12WTRV-FM
    
    A
    
    92
    
    3.5
    
    100.5 MHz
    
    10/01/12WNWZ -AM
    
    D
    
    N/A
    
    1.0 daytime
    
    1410 kHz
    
    10/01/12.048 nightWFGR-FM
    
    A
    
    150
    
    2.75
    
    98.7   MHz
    
    10/01/12Lafayette, LA
    
    KMDL-FM
    
    C2
    
    171
    
    38.0
    
    97.3   MHz
    
    06/01/12KRKA-FM
    
    C1
    
    263
    
    100.0
    
    107.9 MHz
    
    06/01/12KFTE-FM
    
    C2
    
    163
    
    42.0
    
    96.5   MHz
    
    06/01/12KTDY-FM
    
    C
    
    300
    
    100.0
    
    99.9   MHz
    
    06/01/12KPEL-FM
    
    C3
    
    89
    
    25.0
    
    105.1 MHz
    
    06/01/12KPEL-AM
    
    B
    
    N/A
    
    1.0 daytime
    
    1420  kHz
    
    06/01/120.75 nightKROF-AM
    
    D
    
    N/A
    
    1.0 daytime
    
    960    kHz
    
    06/01/12.095 nightOwensboro, KY
    
    WOMI-AM
    
    C
    
    N/A
    
    0.83
    
    1490  kHz
    
    08/01/12WBKR-FM
    
    C
    
    320
    
    91.0
    
    92.5  MHz
    
    08/01/12Peoria, IL
    
    WGLO-FM
    
    B1
    
    189
    
    7.0
    
    95.5   MHz
    
    12/01/12WZPW-FM
    
    B1
    
    114
    
    19.0
    
    92.3   MHz
    
    12/01/12WVEL-AM
    
    D
    
    N/A
    
    5.0 daytime
    
    1140  kHz
    
    12/01/12WFYR-FM
    
    B1
    
    103
    
    23.5
    
    97.3   MHz
    
    12/01/12WIXO-FM
    
    B
    
    169
    
    32.0
    
    105.7 MHz
    
    12/01/12St. Cloud, MN
    
    KMXK-FM
    
    C2
    
    150
    
    50.0
    
    94.9 MHz
    
    04/01/13WJON-AM
    
    C
    
    N/A
    
    1.0
    
    1240 kHz
    
    04/01/13WWJO-FM
    
    C
    
    305
    
    100.0
    
    98.1 MHz
    
    04/01/13KZRV-FM
    
    C2
    
    138
    
    50.0
    
    96.7 MHz
    
    04/01/13KLZZ-FM
    
    C3
    
    126
    
    9.0
    
    103.7 MHz
    
    04/01/13KXSS-AM
    
    B
    
    N/A
    
    2.5 daytime
    
    1390 kHz
    
    04/01/131.0 night
 - 13 -




---



##### 



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




---



##### 



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




---



##### 



Alien Ownership Rules
 Time Brokerage
 - 16 -




---



##### 



Programming and Operation
   - 17 -




---



##### 



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




---



##### 



Federal Antitrust Considerations.
    - 19 -




---



##### 



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




---



##### 



We Face Many Unpredictable Business Risks That Could Have a Material Adverse Effect on Our Future
Operations.
  
    
    changing economic conditions, both generally and relative to the radio broadcasting industry;
    
    shifts in population, listenership, demographics, or audience tastes;
    
    the level of competition for advertising revenues with other radio stations, satellite
radio, television stations, newspapers, Internet-based media, and other communications
media;
    
    technological changes and innovations; and
    
    changes in governmental regulations and policies and actions of federal regulatory
bodies, including the U.S. Department of Justice, the Federal Trade Commission, and the
Federal Communications Commission (FCC).
  An Economic Downturn in Any of Our Significant Markets Could Adversely Affect Our Revenue and Cash
Flow.
  Our Stock Price Could Experience Volatility.
  
 
 
 
 
 
 - 21 -




---



##### 



Our
Results of Operations Have Been and May Continue to Be Adversely
Affected by a General Decline in Economic Conditions.
  We Have Substantial Indebtedness and Debt Service Requirements.
  
    
    a substantial portion of our cash flow is, and will be, dedicated to debt service and
is not, and will not be, available for other purposes;
    
    our ability to obtain additional financing for working capital, capital expenditures,
acquisitions and general corporate or other purposes may be impaired in the future;
    
    certain of our borrowings are, and will be, at variable rates of interest, which may
expose us to the risk of increases in interest rates;
    
    approximately $163.9 million of our borrowings have been swapped from a variable rate
of interest to a fixed rate of interest through December 2011. Accordingly, if interest
rates would decline substantially from the current rates, we may not receive the benefit of
such reductions in interest rates; and
    
    our level of indebtedness could make us more vulnerable to economic downturns, limit
our ability to withstand competitive pressures and reduce our flexibility in responding to
changing business and economic conditions.
  - 22 -




---



##### 



Our Debt Covenants Restrict Our Financial and Operational Flexibility.
  Our Acquisition Strategy May Not Be Successful.
  
    
    increase in prices for radio stations due to increased competition for acquisition
opportunities;
    
    reduction in the number of suitable acquisition targets resulting from continued
industry consolidation;
    
    state of general broadcast industry valuations;
    
    inability to negotiate definitive purchase agreements on satisfactory terms;
    
    inability to obtain additional financing;
    
    current adverse credit conditions;
    
    inability to sell any under-performing station; and
    
    failure or unanticipated delays in completing acquisitions due to difficulties in
obtaining required regulatory approvals.
  We Could Experience Delays in Expanding Our Business Due to Antitrust Laws and Other Regulatory
Considerations.
  - 23 -




---



##### 



We Are Subject to Extensive and Changing Federal Regulation.
   We May Lose Audience Share and Advertising Revenue Due to Competition.
   We Are Subject to Competition From New Technologies That May Affect Our Broadcasting Operations.
  
    
    satellite-delivered digital audio radio service, which has resulted in the introduction of new
subscriber-based satellite radio services with numerous niche formats;
 - 24 -




---



##### 




    
    audio programming by cable systems, direct-broadcast satellite systems, personal
communications systems, Internet content providers and other digital audio broadcast
formats;
    
    in-band on-channel digital radio, which provides multi-channel, multi-format digital
radio services in the same bandwidth currently occupied by traditional AM and FM radio
services;
    
    low-powered FM radio, which could result in additional FM radio broadcast outlets; and
    
    MP3 players and other personal audio systems that create new ways for individuals to
listen to music and other content of their own choosing.
  We May Lose Key Personnel.
   We May Incur Future Losses Due to Impairment of Our Intangible Assets.
  - 25 -




---



##### 



We Have Established Certain Anti-takeover Measures That Could Prevent an Acquisition or Change of
Control of Our Company.
  
    
    permit the Board of Directors to increase its own size and fill the resulting
vacancies;
    
    permit the Board of Directors, without stockholder approval, to issue
preferred stock with such dividend, liquidation, conversion, voting and other rights
as the Board may determine; and
    
    limit the persons who may call special meetings of stockholders.
        - 26 -




---



##### 



ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Stock Prices
  High
    
    Low2007First quarter
    
    $
    3.22
    
    
    $
    2.80Second quarter
    
    $
    3.60
    
    
    $
    2.97Third quarter
    
    $
    3.50
    
    
    $
    2.40Fourth quarter
    
    $
    2.81
    
    
    $
    1.402006First quarter
    
    $
    5.01
    
    
    $
    3.97Second quarter
    
    $
    4.82
    
    
    $
    3.38Third quarter
    
    $
    4.76
    
    
    $
    3.76Fourth quarter
    
    $
    3.89
    
    
    $
    2.74
 - 27 -




---



##### 



Share Repurchases
  ApproximateTotal Number of
    
    Dollar Value ofTotal Number
    
    
    
    
    
    Shares Purchased
    
    Shares that Mayof Shares
    
    Average Price Paid
    
    as Part of Publicly
    
    Yet be PurchasedPeriod
    
    Purchased
    
    per Share
    
    Announced Plan(1)
    
    Under the Plan (1)(in thousands)October 1, 2007 
October 31, 2007
    
    
    833
    (2)
    
    $
    2.38
    
    
    
    0
    
    
    $
    1,593November 1, 2007 
November 30, 2007
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593December 1, 2007 
December 31, 2007
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $
    1,593Total
    
    
    833
    
    
    $
    2.38
    
    
    
    0
    
    
    $
    1,593
 
 (1)
    
    On June 1, 2000, Regents Board of Directors approved a stock buyback program
which authorized the Company to repurchase shares of its common stock at certain market price
levels. Through December 31, 2007, the Board has authorized the Company to repurchase approximately
$56.7 million of Regent common stock, of which amount the Company has utilized approximately $55.1
million, leaving available repurchases of approximately $1.6 million, subject to the terms and
conditions of the Companys credit agreement. There were no repurchases of common stock under the
program during 2007.(2)
    
    Represents shares of common stock surrendered for the payment of employee
withholding taxes related to the vesting of shares granted under The Regent Communications, Inc.
2005 Incentive Compensation Plan. - 28 -




---



##### 



Stock Performance Graph
  COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG REGENT COMMUNICATIONS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND
THE S&P 400 BROADCASTING & CABLE TV INDEX
 
 Cumulative Total Return12/31/02
    
    
    12/31/03
    
    
    12/31/04
    
    
    12/31/05
    
    
    12/31/06
    
    
    12/31/07REGENT COMMUNICATIONS, INC.
    
    
    $
    100.00
    
    
    
    $
    107.45
    
    
    
    $
    89.68
    
    
    
    $
    78.51
    
    
    
    $
    47.88
    
    
    
    $
    26.06NASDAQ STOCK MARKET (U.S.)
    
    
    $
    100.00
    
    
    
    $
    150.36
    
    
    
    $
    163.00
    
    
    
    $
    166.58
    
    
    
    $
    183.68
    
    
    
    $
    201.91S&P 400 BROADCASTING &
CABLE TV
    
    
    $
    100.00
    
    
    
    $
    118.92
    
    
    
    $
    87.13
    
    
    
    $
    65.89
    
    
    
    $
    45.19
    
    
    
    $
    22.69
  - 29 -




---



##### 



SELECTED CONSOLIDATED FINANCIAL DATA(In thousands, except per share data)YEAR ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003OPERATING RESULTS (1) (3):Net broadcast revenues
    
    $
    97,912
    
    
    $
    82,706
    
    
    $
    76,439
    
    
    $
    75,467
    
    
    $
    64,744Operating (loss) income
    
    
    (141,681
    )
    
    
    (31,465
    )
    
    
    (8,020
    )
    
    
    13,257
    
    
    
    10,680(Loss) income from continuing
operations before income taxes
    
    
    (163,431
    )
    
    
    (36,956
    )
    
    
    (11,380
    )
    
    
    9,869
    
    
    
    7,578Net (loss) income from continuing
operations
    
    
    (102,870
    )
    
    
    (22,522
    )
    
    
    (7,558
    )
    
    
    6,009
    
    
    
    4,434Net income (loss) from discontinued
operations
    
    
    296
    
    
    
    (4,074
    )
    
    
    919
    
    
    
    7,226
    
    
    
    1,272Net (loss) income
    
    $
    (102,574
    )
    
    $
    (26,596
    )
    
    $
    (6,639
    )
    
    $
    13,235
    
    
    $
    5,706NET (LOSS) INCOME PER COMMON SHARE:Basic:(Loss) income from continuing
operations
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )
    
    $
    0.13
    
    
    $
    0.09Income (loss) from discontinued
operations
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02
    
    
    
    0.16
    
    
    
    0.03Net (loss) income
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29
    
    
    $
    0.12Weighted average number of common
shares used in basic calculation
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214
    
    
    
    45,780
    
    
    
    46,515Diluted:(Loss) income from continuing
operations
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )
    
    $
    0.13
    
    
    $
    0.09Income (loss) from discontinued
operations
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02
    
    
    
    0.16
    
    
    
    0.03Net (loss) income
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )
    
    $
    0.29
    
    
    $
    0.12Weighted average number of common
shares used in fully diluted
calculation: (2)
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214
    
    
    
    46,164
    
    
    
    46,837
 DECEMBER 31,2007
    
    2006
    
    2005
    
    2004
    
    2003BALANCE SHEET DATA (1) (3):Current assets
    
    $
    25,813
    
    
    $
    22,721
    
    
    $
    16,053
    
    
    $
    16,218
    
    
    $
    16,068Total assets
    
    
    339,250
    
    
    
    451,645
    
    
    
    374,481
    
    
    
    397,361
    
    
    
    373,301Current liabilities
    
    
    12,175
    
    
    
    9,311
    
    
    
    12,441
    
    
    
    11,625
    
    
    
    7,958Long-term debt and capital leases,
less current portion
    
    
    202,866
    
    
    
    213,923
    
    
    
    78,349
    
    
    
    72,560
    
    
    
    67,714Total stockholders equity
    
    $
    117,614
    
    
    $
    219,160
    
    
    $
    262,056
    
    
    $
    288,826
    
    
    $
    283,798
 - 30 -




---



##### 



(1)
    
    Acquisitions and dispositions affect comparability among years (see Note 2 in
Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form
10-K).(2)
    
    Shares for fully diluted are the same as basic in years 2007, 2006 and 2005
as the effect of outstanding common stock options and warrants was antidilutive in
those years.(3)
    
    Impairment of indefinite-lived intangible assets recorded in 2007, 2006 and
2005 will affect comparability among years (see Note 7 in Notes to Consolidated
Financial Statements, as well as our prior Annual Reports on Form 10-K). - 31 -




---



##### 



OVERVIEW
 Cautionary Statement Concerning Forward-Looking Statements
   Executive Overview
  - 32 -




---



##### 




    
    On February 1, 2008, we disposed of four stations in Watertown, New York for
approximately $6.3 million in cash. The Watertown transaction represents a continuation of
our strategy to operate in broadcast markets ranked in size from 50 to 150 and follows the
similar disposition of our Chico and Redding, California radio stations in late 2006.
Additionally during the first quarter of 2008, we completed two transactions involving the
disposition of non-strategic assets: the sale of WTMM-AM in Albany, New York; and the sale
of WECK-AM in Buffalo, New York. The sale of these assets represent a continuation of our
strategy to dispose of individual radio stations with weaker broadcast signals, as we have
in the past with the sales of WYNG-FM in Evansville, Indiana, WGNA-AM in Albany, New York,
and WRUN-AM in Utica, New York.
    
    As a result of lower long-term interest rates at the end of the year, we recorded an
unrealized loss of approximately $6.2 million related to the interest rate swap agreements
we have in place on the term loan portions of our credit agreement. This unrealized loss
was partially offset by a realized gain of approximately $1.0 million in 2007 related to
favorable short-term interest rates compared to our fixed interest rates.
    
    As a result of the annual impairment testing of our indefinite-lived intangible assets,
we recorded approximately $163.6 million of non-cash impairment expense in 2007. This
charge is representative of the current market value of Regents common stock, which
reflects increased risk associated with long-term advertising growth rates.
    
    In the third quarter of 2007, we expended approximately $600,000 in activist defense
costs (primarily legal fees) related to stockholder demands. On
September 14, 2007, we entered into an agreement with the
parties to the demand which resulted in the expansion of Regent's
Board of Directors to seven directors and the appointment of two new
directors to the board.
 
    
    We have continued to develop our Interactive initiative in 2007, which focuses on
generating revenues through our stations websites. In the third quarter of 2007, we hired
a vice president of technology and digital media to lead our Interactive efforts. We have
also hired interactive sales managers and interactive program directors in several of our
larger markets. While revenues and operating income from Regent Interactive
was immaterial to the Company in 2007, we anticipate increased economic benefits in 2008 and
beyond.
 - 33 -




---



##### 




    
    We began a consolidation capital expenditure project in the fourth quarter of 2007
related to a new operating facility for our Evansville, Indiana market. We anticipate this
project will cost approximately $0.9 million. We also anticipate the sale of our existing
facility, which will offset a portion of the cost of the new facility. We expect to see
many benefits as a result of this project, including increased sales due to an expansion of
our sales force and improved employee morale.
    
    Currently, and including the Buffalo stations, we have 24 FM stations and one AM station
broadcasting in digital, or high definition radio (HD Radio). We expended approximately
$1.0 million in cash in 2007 to convert nine stations to digital radio and enable one
secondary channel for each of two previously converted radio stations. The conversion to HD
Radio will enable the stations to broadcast digital-quality sound and also provide
additional services, such as on-demand traffic, weather and sports scores. Additionally,
this new technology will enable each converted radio station to broadcast additional
channels of programming for public, private or subscription services. The economic benefit,
if any, to our stations that have converted to HD Radio currently cannot be measured. Any
future economic benefit to our stations as a result of digital conversion is not known at
this time.
 Critical Accounting Policies
   Revenue recognition
 Goodwill and Indefinite-Lived Intangible Assets 
 - 34 -




---



##### 



Allocation of Acquisition Purchase Price and Valuation of Acquired Intangible Assets
 Determining the Recoverability of Long-Lived Assets  .
 Deferred Tax Assets
 Allowance for Doubtful Accounts
 - 35 -




---



##### 



Effect of Recently Issued Accounting Pronouncements
     - 36 -




---



##### 



RESULTS OF OPERATIONS
   2007 Compared to 2006
  Net Broadcast Revenues
   - 37 -




---



##### 



Net broadcast revenue variance:
 Increase(decrease) in netbroadcast
    
    
    %revenue
    
    
    ChangeLocal revenue
    
    $
    13,152
    
    
    
    19.7
    %National revenue
    
    
    1,992
    
    
    
    21.0
    %Political revenue
    
    
    (1,040
    )
    
    
    64.0
    %Barter revenue
    
    
    486
    
    
    
    15.6
    %Other
    
    
    616
    
    
    
    33.8
    %Net broadcast revenue variance
    
    $
    15,206
    
    
    
    18.4
    %
  Station Operating Expenses
  Station operating expense variance:
 Increase instation operating
    
    
    %expense
    
    
    ChangeTechnical expense
    
    $
    (626
    )
    
    
    21.6
    %Programming expense
    
    
    (1,795
    )
    
    
    11.4
    %Promotion expense
    
    
    (91
    )
    
    
    2.9
    %Interactive expense
    
    
    (735
    )
    
    
    N/MSales expense
    
    
    (3,269
    )
    
    
    19.9
    %Administrative expense
    
    
    (862
    )
    
    
    6.2
    %Barter expense
    
    
    (338
    )
    
    
    10.6
    %Station operating expense variance
    
    $
    (7,716
    )
    
    
    13.9
    %
 
   - 38 -




---



##### 



Depreciation and Amortization
  Corporate Expense
  Activist
Defense Costs
  Impairment of Indefinite-Lived Intangible Assets
  - 39 -




---



##### 



Interest Expense
  Income Taxes
    Discontinued Operations
  - 40 -




---



##### 



2007
    
    
    2006Net broadcast revenue
    
    $
    2,410
    
    
    $
    8,292Station operating expense
    
    
    1,739
    
    
    
    6,773Depreciation and amortization expense
    
    
    91
    
    
    
    356Allocated interest expense
    
    
    145
    
    
    
    367Impairment of indefinite-lived intangible assets
    
    
    
    
    
    
    4,700Other income, net
    
    
    
    
    
    
    (1
    )(Gain) loss on sale of radio stations
    
    
    (49
    )
    
    
    206Gain (loss) before income taxes
    
    
    484
    
    
    
    (4,109
    )Income tax (expense) benefit (1)
    
    
    ( 188
    )
    
    
    35Net income (loss)
    
    $
    296
    
    
    $
    (4,074
    )
 
 (1)
    
    The income tax benefit in 2006 includes approximately $1.5 million of income tax
expense related to the write-off of non-deductible goodwill associated with the Chico and
Redding, California disposals. Same Station Results
  2007
    
    
    2006Quarter 1
    
    Net
    
    
    Net
    
    
    %(57 stations in 12 markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    
    $
    21,508
    
    
    $
    16,617Less remaining stations and barter effect
    
    
    5,271
    
    
    
    601Same station net broadcast revenue
    
    $
    16,237
    
    
    $
    16,016
    
    
    
    1.4
    %
  - 41 -




---



##### 



2007
    
    
    2006Quarter 2
    
    Net
    
    
    Net
    
    
    %(57 stations in 12 markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    
    $
    25,736
    
    
    $
    20,446Less remaining stations and barter effect
    
    
    5,844
    
    
    
    816Same station net broadcast revenue
    
    $
    19,892
    
    
    $
    19,630
    
    
    
    1.3
    %
  Quarter 3
    
    2007
    
    
    2006(57 stations in 12 markets)
    
    Net Revenue
    
    
    Net Revenue
    
    
    % ChangeNet broadcast revenue
    
    $
    25,729
    
    
    $
    20,606Less remaining stations and barter effect
    
    
    6,123
    
    
    
    837Same station net broadcast revenue
    
    $
    19,606
    
    
    $
    19,769
    
    
    
    (0.8
    %)
  2007
    
    
    2006Quarter 4
    
    Net
    
    
    Net
    
    
    %(58 stations in 12 markets)
    
    Revenue
    
    
    Revenue
    
    
    ChangeNet broadcast revenue
    
    $
    24,939
    
    
    $
    25,037Less remaining stations and barter effect
    
    
    5,271
    
    
    
    5,899Same station net broadcast revenue
    
    $
    19,668
    
    
    $
    19,138
    
    
    
    2.8
    %
 - 42 -




---



##### 



2006 Compared to 2005
  Net Broadcast Revenues
   Net broadcast revenue variance:
 Increase(decrease) in netbroadcast
    
    
    %revenue
    
    
    ChangeLocal revenue
    
    $
    4,704
    
    
    
    7.6
    %National revenue
    
    
    399
    
    
    
    4.4
    %Political revenue
    
    
    1,334
    
    
    
    458.9
    %Barter revenue
    
    
    (197
    )
    
    
    6.0
    %Other
    
    
    27
    
    
    
    1.5
    %Net broadcast revenue variance
    
    $
    6,267
    
    
    
    8.2
    %
  - 43 -




---



##### 



Station Operating Expenses
  Station operating expense variance:
 Increase instation operating
    
    
    %expense
    
    
    ChangeTechnical expense
    
    $
    (345
    )
    
    
    13.5
    %Programming expense
    
    
    (154
    )
    
    
    1.0
    %Promotion expense
    
    
    (333
    )
    
    
    11.7
    %Sales expense
    
    
    (606
    )
    
    
    3.8
    %Administrative expense
    
    
    (3,125
    )
    
    
    28.9
    %Barter expense
    
    
    (50
    )
    
    
    1.6
    %Station operating expense variance
    
    $
    (4,613
    )
    
    
    9.1
    %
  Depreciation and Amortization
  Corporate Expense
  - 44 -




---



##### 



Impairment of Indefinite-Lived Intangible Assets
  Local Marketing Agreement Fee
  Loss on Sale of Radio Stations
  Interest Expense
  Other Income, Net
  - 45 -




---



##### 



Income Taxes
    Discontinued Operations
  2006
    
    
    2005Net broadcast revenue
    
    $
    8,292
    
    
    $
    9,161Station operating expense
    
    
    6,773
    
    
    
    6,861Depreciation and amortization expense
    
    
    356
    
    
    
    566Allocated interest expense
    
    
    367
    
    
    
    293Impairment of indefinite-lived intangible assets
    
    
    4,700
    
    
    
    Other (income) expense, net
    
    
    (1
    )
    
    
    27Loss on sale of radio stations
    
    
    206
    
    
    
    (Loss) gain before income taxes
    
    
    (4,109
    )
    
    
    1,414Income tax benefit (expense)(1)
    
    
    35
    
    
    
    (495
    )Net (loss) income
    
    $
    (4,074
    )
    
    $
    919
 
 (1)
    
    The income tax benefit in 2006 includes approximately $1.5 million of income tax
expense related to the write-off of non-deductible goodwill associated with the Chico and
Redding, California disposals. - 46 -




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
 Executive Overview
       Cash Requirements
  - 47 -




---



##### 



Payments Due by PeriodContractual
    
    
    
    
    
    One year
    
    
    Two to
    
    
    Four toObligation
    
    Total
    
    
    or less
    
    
    three years
    
    
    five years
    
    
    ThereafterLong-term
debt (1)
    
    $
    206,350
    
    
    $
    3,650
    
    
    $
    14,800
    
    
    $
    24,800
    
    
    $
    163,100Purchase obligations (2)
    
    
    27,839
    
    
    
    13,330
    
    
    
    11,688
    
    
    
    2,045
    
    
    
    776Capital leases
    
    
    296
    
    
    
    115
    
    
    
    135
    
    
    
    42
    
    
    
    4Interest payment
obligations (3)
    
    
    74,017
    
    
    
    13,981
    
    
    
    25,090
    
    
    
    23,936
    
    
    
    11,010High Definition radio
capital obligations (4)
    
    
    6,720
    
    
    
    1,120
    
    
    
    5,600
    
    
    
    
    
    
    
    Asset retirement
obligations
    
    
    971
    
    
    
    
    
    
    
    50
    
    
    
    675
    
    
    
    246Operating leases (5)
    
    
    8,291
    
    
    
    1,811
    
    
    
    2,541
    
    
    
    1,727
    
    
    
    2,212Total contractual
cash obligations (6)
    
    $
    324,484
    
    
    $
    34,007
    
    
    $
    59,904
    
    
    $
    53,225
    
    
    $
    177,348
 
 (1)
    
    If we would default on the terms of our credit agreement, approximately $202.7
million of long-term debt could be accelerated to currently due and payable. Under the terms of
our credit agreement, our maximum borrowings began reducing over a seven-year period commencing in
2007. Based upon our outstanding borrowings at December 31, 2007, these payments would be required
to maintain compliance with the terms and conditions of our credit agreement.(2)
    
    Includes employment contracts of approximately
$7.1 million, sports rights,
ratings services, music license fees and other programming contracts
of approximately $19.8
million, and obligation for leasehold build-out of approximately $0.9
million. Employment contracts, sports rights, ratings services and programming contracts are
expensed over the life of the contract in station operating expense or corporate general and
administrative expense.(3)
    
    Represents interest payments on the amortizing balances of the term loan and
revolving credit facilities, assuming all-in interest rates ranging from 7% to 9%.(4)
    
    Represents estimated capital requirements to implement HD radio per a contractual
agreement with Ibiquity Digital Corporation. Regent may choose to accelerate the expenditures if
the economic benefits of broadcasting HD radio make it advantageous to do so.(5)
    
    Operating leases are included in station operating expense. - 48 -




---



##### 



(6)
    
    Excluded from the table is approximately $465,000 related to unrecognized tax
benefits recorded pursuant to Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, which has no specific contractual commitment or
maturity.  TotalTerm A Loan
    
    
    Term B Loan
    
    
    Paydowns2008
    
    
    2,500
    
    
    
    1,150
    
    
    
    3,6502009
    
    
    5,000
    
    
    
    1,150
    
    
    
    6,1502010
    
    
    7,500
    
    
    
    1,150
    
    
    
    8,6502011
    
    
    10,000
    
    
    
    1,150
    
    
    
    11,1502012
    
    
    12,500
    
    
    
    1,150
    
    
    
    13,6502013
    
    
    12,500
    
    
    
    108,100
    
    
    
    120,600$
    50,000
    
    
    $
    113,850
    
    
    $
    163,850
 2007
Sources and Uses of Funds
 Sources of Funds
     - 49 -




---



##### 



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




---



##### 



Uses of Funds
   - 51 -




---



##### 



2006 Sources and Uses of Funds
  Sources of Funds
     Uses of Funds
    Off-Balance Sheet Financing Arrangements
     - 52 -




---



##### 



PageFinancial Statements:Managements Report on Internal Control Over
Financial Reporting
    
    
    54Report of Independent Registered Public Accounting Firm
    
    
    55Report of Independent Registered Public Accounting Firm
    
    
    57Consolidated Statements of Operations and Comprehensive
Loss for the years ended December 31, 2007, 2006 and 2005
    
    
    58Consolidated Balance Sheets at December 31, 2007 and 2006
    
    
    59Consolidated Statements of Cash Flows for the
years ended December 31, 2007, 2006 and 2005
    
    
    60Consolidated Statements of Changes in Stockholders Equity for
the years ended December 31, 2007, 2006 and 2005
    
    
    61Notes to Consolidated Financial Statements
    
    
    62Financial Statement Schedule:For each of the three years in the period ended December 31, 2007:II  Valuation and Qualifying Accounts
    
    
    92
  - 53 -




---



##### 



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorization of management and directors of the Company; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
  Internal Control  Integrated Framework
   /s/ William L. StakelinWilliam L. Stakelin, Chief Executive Officer/s/ Anthony A. VasconcellosAnthony A. Vasconcellos, Chief Financial Officer
 - 54 -




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal
ControlIntegrated Framework
    Internal
ControlIntegrated Framework
  - 55 -




---



##### 



Accounting for Uncertainty in Income Taxes
  
 - 56 -




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Accounting for Uncertainty in Income
Taxes
 Internal ControlIntegrated Framework
  
 - 57 -




---



##### 



YEAR ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005Broadcast revenues, net of agency commissions of
$10,291, $8,924 and $8,100 for the years ended
December 31, 2007, 2006 and 2005, respectively
    
    $
    97,912
    
    
    $
    82,706
    
    
    $
    76,439Station operating expenses
    
    
    63,064
    
    
    
    55,348
    
    
    
    50,735Depreciation and amortization
    
    
    4,982
    
    
    
    4,994
    
    
    
    4,782Corporate general and administrative expenses
    
    
    7,296
    
    
    
    6,743
    
    
    
    7,945Activist defense costs
    
    
    599
    
    
    
    
    
    
    
    Impairment of indefinite-lived intangible assets
    
    
    163,600
    
    
    
    43,698
    
    
    
    20,800Local marketing agreement fee
    
    
    
    
    
    
    1,716
    
    
    
    Loss on sale of radio stations
    
    
    
    
    
    
    1,585
    
    
    
    Loss on sale of long-lived assets
    
    
    52
    
    
    
    87
    
    
    
    197Operating loss
    
    
    (141,681
    )
    
    
    (31,465
    )
    
    
    (8,020
    )Interest expense
    
    
    (16,757
    )
    
    
    (7,503
    )
    
    
    (4,482
    )Realized and unrealized (loss) gain on derivatives
    
    
    (5,155
    )
    
    
    1,770
    
    
    
    Other income, net
    
    
    162
    
    
    
    242
    
    
    
    1,122Loss from continuing operations before income taxes
    
    
    (163,431
    )
    
    
    (36,956
    )
    
    
    (11,380
    )Income tax benefit
    
    
    60,561
    
    
    
    14,434
    
    
    
    3,822Loss from continuing operations
    
    
    (102,870
    )
    
    
    (22,522
    )
    
    
    (7,558
    )Discontinued operations:Results from operations of discontinued operations, net
of income taxes
    
    
    266
    
    
    
    (2,449
    )
    
    
    919Gain (loss) on sale of discontinued operations, net of
income taxes
    
    
    30
    
    
    
    (1,625
    )
    
    
    Gain (loss) on discontinued operations, net of income
taxes
    
    
    296
    
    
    
    (4,074
    )
    
    
    919NET LOSS
    
    
    (102,574
    )
    
    
    (26,596
    )
    
    
    (6,639
    )Other comprehensive loss, net of tax:Net unrealized (loss) gain on cash flow hedge
    
    
    
    
    
    
    (94
    )
    
    
    238NET COMPREHENSIVE LOSS
    
    $
    (102,574
    )
    
    $
    (26,690
    )
    
    $
    (6,401
    )BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE:Loss from continuing operations
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )Discontinued operations
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02Net loss
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )Weighted average number of common shares
used in basic and diluted calculation
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214
  - 58 -




---



##### 



DECEMBER 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,391
    
    
    $
    4,250Accounts receivable, net of allowance of $651 and
$898 at December 31, 2007 and 2006, respectively
    
    
    15,685
    
    
    
    16,538Assets held for sale
    
    
    6,429
    
    
    
    Other current assets
    
    
    2,308
    
    
    
    1,933Total current assets
    
    
    25,813
    
    
    
    22,721Property and equipment, net
    
    
    34,554
    
    
    
    36,753Intangible assets, net
    
    
    202,067
    
    
    
    342,100Goodwill
    
    
    19,272
    
    
    
    43,655Deferred tax assets
    
    
    53,774
    
    
    
    Other assets
    
    
    3,770
    
    
    
    6,416Total assets
    
    $
    339,250
    
    
    $
    451,645LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    3,650
    
    
    $
    1,150Accounts payable
    
    
    1,495
    
    
    
    1,710Accrued compensation
    
    
    1,765
    
    
    
    1,953Other current liabilities
    
    
    5,265
    
    
    
    4,498Total current liabilities
    
    
    12,175
    
    
    
    9,311Long-term debt, less current portion
    
    
    202,700
    
    
    
    213,850Other long-term liabilities
    
    
    6,761
    
    
    
    2,576Deferred taxes
    
    
    
    
    
    
    6,748Total liabilities
    
    
    221,636
    
    
    
    232,485Commitments and Contingencies (Note 12)Stockholders equity:Common stock, $.01 par value, 100,000,000 shares authorized;
48,615,192 and 48,344,292 shares issued at
December 31, 2007 and 2006, respectively
    
    
    486
    
    
    
    483Treasury stock, 9,745,095 and 9,953,216 shares, at cost at
December 31, 2007 and 2006, respectively
    
    
    (51,970
    )
    
    
    (53,099
    )Additional paid-in capital
    
    
    348,495
    
    
    
    348,518Accumulated deficit
    
    
    (179,397
    )
    
    
    (76,742
    )Total stockholders equity
    
    
    117,614
    
    
    
    219,160Total liabilities and stockholders equity
    
    $
    339,250
    
    
    $
    451,645
  - 59 -




---



##### 



YEAR ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (102,574
    )
    
    $
    (26,596
    )
    
    $
    (6,639
    )Adjustments to reconcile net loss to net cash provided
by operating activities:Impairment of indefinite-lived intangible assets and goodwill
    
    
    163,600
    
    
    
    48,398
    
    
    
    20,800Depreciation and amortization
    
    
    5,073
    
    
    
    5,349
    
    
    
    5,348Provision for doubtful accounts
    
    
    286
    
    
    
    632
    
    
    
    462Deferred income tax benefit
    
    
    (60,590
    )
    
    
    (14,572
    )
    
    
    (3,256
    )Write-off of unamortized deferred finance costs
    
    
    
    
    
    
    742
    
    
    
    Non-cash interest expense
    
    
    556
    
    
    
    348
    
    
    
    423Non-cash charge for compensation
    
    
    1,124
    
    
    
    819
    
    
    
    994Unrealized loss (gain) on derivatives
    
    
    6,150
    
    
    
    (1,710
    )
    
    
    (Gain) loss on sale of radio stations, net
    
    
    (49
    )
    
    
    1,791
    
    
    
    Loss on sale of long-lived assets
    
    
    52
    
    
    
    86
    
    
    
    224Other, net
    
    
    (105
    )
    
    
    44
    
    
    
    (264
    )Changes in operating assets and liabilities, net of acquisitions and
dispositions:Accounts receivable
    
    
    458
    
    
    
    (4,000
    )
    
    
    48Other assets
    
    
    (309
    )
    
    
    (98
    )
    
    
    (29
    )Current and long-term liabilities
    
    
    (60
    )
    
    
    1,354
    
    
    
    (605
    )Net cash provided by operating activities
    
    
    13,612
    
    
    
    12,587
    
    
    
    17,506Cash flows from investing activities:Acquisitions of radio stations, acquisition-related costs, and escrow
deposits on pending acquisitions, net of cash acquired
    
    
    (4,630
    )
    
    
    (137,798
    )
    
    
    (506
    )Capital expenditures
    
    
    (3,064
    )
    
    
    (2,787
    )
    
    
    (3,848
    )Proceeds from the sale of radio stations
    
    
    
    
    
    
    20,875
    
    
    
    Proceeds from sale of long-lived assets and other
    
    
    67
    
    
    
    11
    
    
    
    453Net cash used in investing activities
    
    
    (7,627
    )
    
    
    (119,699
    )
    
    
    (3,901
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    165
    
    
    
    168
    
    
    
    12Proceeds from borrowings of long-term debt
    
    
    5,500
    
    
    
    258,300
    
    
    
    22,000Principal payments on long-term debt
    
    
    (14,150
    )
    
    
    (127,750
    )
    
    
    (14,067
    )Payment of financing costs
    
    
    (175
    )
    
    
    (2,906
    )
    
    
    (39
    )Treasury stock purchases
    
    
    (84
    )
    
    
    (17,194
    )
    
    
    (21,787
    )Repayment of capital lease obligations
    
    
    (100
    )
    
    
    (102
    )
    
    
    (124
    )Net cash (used in) provided by financing activities
    
    
    (8,844
    )
    
    
    110,516
    
    
    
    (14,005
    )Net (decrease) increase in cash and cash equivalents
    
    
    (2,859
    )
    
    
    3,404
    
    
    
    (400
    )Cash and cash equivalents at beginning of year
    
    
    4,250
    
    
    
    846
    
    
    
    1,246Cash and cash equivalents at end of year
    
    $
    1,391
    
    
    $
    4,250
    
    
    $
    846Supplemental schedule of non-cash investing and financing activities:Capital lease obligations for property and equipment
    
    $
    221
    
    
    $
    108
    
    
    $
    64Note receivable for sale of radio stations
    
    $
    
    
    
    $
    925
    
    
    $
    Accrued capital expenditures
    
    $
    108
    
    
    $
    49
    
    
    $
    Supplemental data:Cash paid for interest
    
    $
    16,646
    
    
    $
    6,103
    
    
    $
    4,377Cash paid for income taxes
    
    $
    184
    
    
    $
    103
    
    
    $
    252
  - 60 -




---



##### 



AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Treasury
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersStock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    (Loss) Income
    
    
    EquityBalance, December 31, 2004
    
    $
    481
    
    
    $
    (15,994
    )
    
    $
    347,990
    
    
    $
    (43,507
    )
    
    $
    (144
    )
    
    $
    288,826Stock bonus award (37,517 shares)
    
    
    
    
    
    
    235
    
    
    
    (40
    )
    
    
    
    
    
    
    
    
    
    
    195Issuance of 88,975 shares of treasury stock
for 401(k) match, net of forfeitures
    
    
    
    
    
    
    498
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    478Issuance of 49,126 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    274
    
    
    
    (49
    )
    
    
    
    
    
    
    
    
    
    
    225Purchase of 3,692,911 shares of treasury stock
    
    
    
    
    
    
    (21,787
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,787
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    508Exercise of 2,500 common stock options
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,639
    )
    
    
    
    
    
    
    (6,639
    )Other comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    238
    
    
    
    238Balance, December 31, 2005
    
    
    481
    
    
    
    (36,774
    )
    
    
    348,401
    
    
    
    (50,146
    )
    
    
    94
    
    
    
    262,056Issuance of 258,300 nonvested shares, net of forfeitures
    
    
    2
    
    
    
    
    
    
    
    310
    
    
    
    
    
    
    
    
    
    
    
    312Issuance of 113,819 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    604
    
    
    
    (129
    )
    
    
    
    
    
    
    
    
    
    
    475Issuance of 48,837 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    265
    
    
    
    (97
    )
    
    
    
    
    
    
    
    
    
    
    168Purchase of 3,640,113 shares of treasury stock
    
    
    
    
    
    
    (17,194
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,194
    )Stock-based compensation expense related to
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    33Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,596
    )
    
    
    
    
    
    
    (26,596
    )Other comprehensive loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    (94
    )Balance, December 31, 2006
    
    
    483
    
    
    
    (53,099
    )
    
    
    348,518
    
    
    
    (76,742
    )
    
    
    
    
    
    
    219,160Cumulative effect of FIN 48 adoption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    
    
    
    
    (81
    )Issuance of 270,900 nonvested shares, net of forfeitures
    
    
    3
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of nonvested shares
    
    
    
    
    
    
    
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    508Issuance of 160,449 shares of treasury stock
for 401(k) match
    
    
    
    
    
    
    826
    
    
    
    (336
    )
    
    
    
    
    
    
    
    
    
    
    490Issuance of 76,443 shares of treasury stock
for employee stock purchase plan
    
    
    
    
    
    
    387
    
    
    
    (222
    )
    
    
    
    
    
    
    
    
    
    
    165Purchase of 28,771 shares of treasury stock
    
    
    
    
    
    
    (84
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84
    )Stock-based compensation expense related to
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    30Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102,574
    )
    
    
    
    
    
    
    (102,574
    )Balance, December 31, 2007
    
    $
    486
    
    
    $
    (51,970
    )
    
    $
    348,495
    
    
    $
    (179,397
    )
    
    $
    
    
    
    $
    117,614
  - 61 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 1.
    
    SUMMARY OF ACCOUNTING POLICIES
 a.
    
    CONSOLIDATION:The consolidated financial statements include the accounts of Regent Communications,
Inc. (Regent or the Company) and its subsidiaries, all of which are wholly owned,
and entities for which Regent is the primary beneficiary. All intercompany
transactions and balances have been eliminated in consolidation.b.
    
    DESCRIPTION OF BUSINESS:Regent is a radio broadcasting company whose primary business is to acquire, develop,
and operate radio stations in mid-sized markets throughout the United States. The
Company owns radio stations in the following markets: Ft. Collins-Greeley, Colorado;
Bloomington and Peoria, Illinois; Evansville, Indiana; Owensboro, Kentucky; Lafayette,
Louisiana; Flint and Grand Rapids, Michigan; St. Cloud, Minnesota; Albany, Buffalo and
Utica, New York; and El Paso, Texas.c.
    
    USE OF ESTIMATES:The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.d.
    
    CASH AND CASH EQUIVALENTS:Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.e.
    
    PROPERTY AND EQUIPMENT:Property and equipment are stated at cost. Major additions or improvements are
capitalized, while repairs and maintenance are charged to expense. Property and
equipment are depreciated on a straight-line basis over the estimated useful life of
the assets. Buildings are depreciated over thirty-nine years, broadcasting equipment
over a three-to-twenty-year life, computer equipment and software over a three-to-five
year life, and furniture and fixtures generally over a ten-year life. Leasehold
improvements are amortized over the shorter of their useful lives or the terms of the
related leases. Upon sale or disposition of an asset, the cost and related accumulated
depreciation are removed from the accounts and any gain or loss is recognized as a
component of operating loss  in the Consolidated Statements of Operations and Comprehensive Loss.
 - 62 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 f.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS:Intangible assets consist principally of the value of FCC licenses and other
definite-lived intangible assets. Goodwill represents the excess of the purchase price
over the fair value of net assets of acquired radio stations. The Company follows the
provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142) (See Note 7), which requires that a company perform
impairment testing annually, or more frequently if events or circumstances indicate
that the asset may be impaired, using a direct valuation methodology for those assets
determined to have an indefinite life. To test goodwill for potential impairment, the
Company compares the fair value of the reporting unit with its carrying amount.
Consistent with prior years, in 2007, the Company determined the reporting unit as a
radio market. If the fair value of any reporting unit is less than its carrying amount,
an indication exists that the amount of goodwill attributed to the reporting unit may
be impaired and the Company is required to perform a second step of the impairment
test. In the second step, the Company compares the implied fair value of each
reporting units goodwill, determined by allocating the reporting units fair value to
all of its assets and liabilities, to the carrying amount of the reporting unit. If the
fair value is less than the carrying value, the Company will record an impairment
charge up to the carrying value of the recorded goodwill, with a corresponding
impairment charge to operating expense.SFAS 142 also requires the Company to test its FCC licenses and other indefinite-lived
intangible assets for impairment by comparing their estimated fair values to their
carrying values. If the carrying amount of an intangible asset exceeds its fair value,
an impairment charge is recorded to operating expense for the amount equal to the
excess. The Company utilizes the greenfield methodology, a widely-used direct
valuation methodology, to value its FCC licenses. This method assumes an inception
value for FCC licenses and employs a discounted cash flow methodology and accepted
appraisal techniques to estimate the fair value of each license.Acquired advertising contracts are amortized on a straight-line basis over a
six-month period. Intangible assets related to non-competition agreements, sports
rights agreements, and employment agreements are amortized on a straight-line basis
over the life of the respective agreement, while advertiser lists and advertiser
relationships are amortized over a three-year period.g.
    
    IMPAIRMENT OF LONG-LIVED ASSETS:Long-lived assets (including property, equipment, and intangible assets subject to
amortization) to be held and used are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds
the sum of the undiscounted cash flows expected to result from the use and eventual
disposal of the asset. If it were determined that the carrying amount of an asset was
not recoverable, an impairment loss would be recorded for the difference between the
carrying amount and the fair value of the asset. The Company determines the fair value
of its long-lived assets based upon the market value of similar assets, if available,
or independent appraisals, if necessary. Long-lived assets to be disposed of and/or
held for sale are reported at the lower of carrying amount or fair value, less cost to
sell. The fair value of assets held for sale is determined in the same manner as
described for assets held and used.
 - 63 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 h.
    
    DEFERRED FINANCING COSTS:Deferred financing costs are amortized to interest expense using the effective interest
method over the term of the related debt.i.
    
    CONCENTRATIONS OF CREDIT RISK:Financial instruments which potentially subject the Company to concentrations of credit
risk consist primarily of accounts receivable. The credit risk is limited due to the
large number of customers comprising the Companys customer base and their dispersion
across several different geographic areas of the country. The Company also maintains
cash in bank accounts at financial institutions where the balance, at times, exceeds
federally insured limits.j.
    
    REVENUE RECOGNITION:Broadcast RevenueBroadcast revenue for commercial broadcasting advertisements is recognized when the
commercial is broadcast. Revenue is reported net of agency commissions. Agency
commissions are calculated based on a stated percentage applied to gross billing
revenue for advertisers that use agencies.Barter TransactionsBarter transactions (advertising provided in exchange for goods and services) are
reported at the estimated fair value of the products or services received. Revenue from
barter transactions is recognized when advertisements are broadcast, and merchandise or
services received are charged to expense when received or used. If merchandise or
services are received prior to the broadcast of the advertising, a liability (deferred
barter revenue) is recorded. If advertising is broadcast before the receipt of the
goods or services, a receivable is recorded. Barter revenue was approximately $3.6
million, $3.1 million, and $3.3 million and barter expense was approximately $3.5
million, $3.2 million, and $3.1 million for the years ended December 31, 2007, 2006 and
2005 respectively.Time Brokerage AgreementsAt times, the Company enters into time brokerage agreements or local marketing
agreements (together TBAs) in connection with the purchase or sale of radio stations.
In most cases, a TBA is in effect from the signing of the acquisition agreement, or
shortly thereafter, through the closing date of the purchase or sale. Generally, under
the contractual terms of a TBA, the buyer agrees to furnish the programming content for
and provide other services to the stations, and in return, receives the right to sell
and broadcast advertising on the station and collect receipts for such advertising.
During the period the Company operates stations under TBAs for the purchase of a
station, Regent recognizes revenue and expense for such stations in the same manner as
for owned stations, and includes such revenues and expenses related to such stations in
operations since the effective dates of the TBAs. At December 31, 2007, one station
held for sale by Regent was operated under a
 - 64 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 TBA by the purchaser to the agreement. At
December 31, 2006, the Company operated one station under a TBA.k.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS:Short-Term InstrumentsDue to their short-term maturity, the carrying amount of accounts receivable, accounts
payable and accrued expenses approximated their fair value at December 31, 2007 and
2006.Investments in Debt SecuritiesIn connection with Regents 2006 sale of three radio stations in Peoria, Illinois, the
Company received a note receivable for $925,000 of the $2.8 million purchase price. In
accordance with Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities, (SFAS
115) and based on the Companys intent
and ability to hold the investment to maturity, Regent has classified the debt security
as held-to-maturity and accounts for the investment at cost. Additionally, the Company
routinely assesses whether an other-than-temporary impairment loss on an investment has
occurred due to declines in fair value or other market conditions. Declines in fair
value that are considered other than temporary are recorded as a component of expense
in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31,
2007, the cost of the debt security approximated the fair value.Investments in Equity SecuritiesRegent accounts for its investments in equity securities in
accordance with the provisions of SFAS 115. The Company has classified its investments in marketable equity securities, primarily
mutual funds, as trading securities, which are reported at fair value, with changes in
fair value recorded in consolidated net loss. The fair value of marketable securities
is estimated based on quoted market prices for those securities. The marketable
securities are included in other current assets.Long-Term DebtThe fair value of the Companys long-term debt is estimated based on the current rates
offered to the Company for debt of the same remaining maturities. Based on borrowing
rates currently available, the fair value of long-term debt approximates its carrying
value at December 31, 2007 and 2006.Interest Rate SwapsAt times, the Company enters into interest rate swap agreements to manage its exposure
to interest rate movements by effectively converting a portion of its debt from
variable to fixed rates. The Company follows the provisions of Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS 133), as amended by SFAS 137, SFAS 138 and SFAS 149, which
requires that all derivative financial instruments, such as interest rate swap
agreements, be recognized in the financial statements as assets or liabilities and be
measured at fair value. If certain
 - 65 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 conditions are met, a derivative may be designated
as a cash flow hedge, a fair value hedge or a foreign currency hedge. An entity that
elects to apply hedge accounting is required to establish at the inception of the hedge
the method it will use for assessing the effectiveness of the hedge and the measurement
method it will use to assess the fair value of the hedge. Changes in the fair value of
derivative instruments are either recognized periodically in income or as a component
of stockholders equity, in accumulated other comprehensive income (loss). The fair
value of the hedge instruments is determined by obtaining quotations from the financial
institutions that are counterparties to the Companys hedge agreements. If the Company
chooses to apply hedge accounting, it formally documents all
relationships between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions. The
Company also formally assesses, both at the inception of the hedge and on an ongoing
basis, whether each derivative is highly effective in offsetting changes in cash flows
of the hedged item. If it is determined that a derivative is not highly effective as a
hedge, or if a derivative ceases to be a highly effective hedge, the Company will
discontinue hedge accounting prospectively. If hedge accounting is not applied to an
interest rate swap agreement, revaluation gains and losses associated with changes in
the fair value measurement of the swap are recorded within realized and unrealized gain
(loss) on derivatives in the Consolidated Statements of Operations and Comprehensive
Loss. There were no hedging relationships in place as of December 31, 2007 or 2006.l.
    
    INCOME TAXES:Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount
more likely than not to be realized.m.
    
    ADVERTISING AND PROMOTION COSTS:Costs of media advertising and associated production costs are expensed to station
operating expenses the first time the advertising takes place. The Company recorded
advertising expenses of approximately $2.2 million, $1.8 million, and $2.0 million for
the years ended December 31, 2007, 2006, and 2005, respectively.n.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:The Companys trade accounts receivable are generally non-interest bearing. The Company
maintains an allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. The allowance is calculated
based on a percentage of cash revenue, and includes a provision for known issues.
Customer account activity is routinely reviewed to assess the adequacy of the allowance
provided for potential losses. Account balances are charged off against the allowance
when it is probable the receivable will not be recovered.o.
    
    VARIABLE INTEREST ENTITIES:The Company follows the provisions of Financial Accounting Standards Board
Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation
of
 - 66 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 ARB No. 51 (FIN 46R), as revised. Under the provisions of FIN 46R, the Company
is required to consolidate the operations of entities for which it is the primary
beneficiary, and deconsolidate those entities for which it is no longer the primary
beneficiary. The Company may be required to consolidate the operations of stations it
operates as a lessee under time brokerage or local marketing agreements, or
deconsolidate those stations it leases to other broadcasting entities under time
brokerage or local marketing agreements.p.
    
    STOCK-BASED COMPENSATION PLANS:In January 2006, the Company implemented the provisions of Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment (SFAS 123R). SFAS 123R is
applicable to share-based compensation arrangements, including stock options,
restricted share plans, performance-based awards, stock appreciation rights, and
employee stock purchase plans. Under the provisions of SFAS 123R, companies are
required to record compensation expense for share-based payment transactions. At
December 31, 2007, the Company had five stock-based employee compensation plans, which
are more fully described in Note 5.q.
    
    DISCONTINUED OPERATIONS:Disposal of MarketsAt December 31, 2007, the Company had entered into an agreement to dispose of its
Watertown, New York radio stations. During 2006, the Company disposed of its Chico and
Redding, California markets. Regent applied the provisions of SFAS No. 144,
Accounting for the Impairment or Disposal of Long-lived Assets, (SFAS 144), to the
transactions, which requires that in a period in which a component of an entity has
been disposed of or is classified as held for sale, the income statement of a business
enterprise for current and prior periods shall report the results of operations of the
component, including any gain or loss recognized, in discontinued operations. The
Companys policy is to allocate a portion of interest expense to discontinued
operations, based upon guidance in EITF 87-24, Allocation of Interest to Discontinued
Operations, as updated by SFAS 144. As there was no debt required to be repaid as a
result of these disposals, nor was there any debt assumed by the buyers, interest
expense was allocated to discontinued operations in proportion to the net assets
disposed of to total net assets of the Company.Selected financial information related to all discontinued operations for the years
ended December 31, 2007, 2006, and 2005 is as follows (in thousands):
 2007
    
    2006
    
    2005Net revenue
    
    $
    2,410
    
    
    $
    8,292
    
    
    $
    9,161Depreciation and amortization
    
    
    91
    
    
    
    356
    
    
    
    566Allocated interest expense
    
    
    145
    
    
    
    367
    
    
    
    293Gain (loss) before income taxes
    
    
    484
    
    
    
    (4,109
    )
    
    
    1,414
 - 67 -




---



##### 



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  Assets held for sale
  Assets Heldfor SaleLand and improvements
    
    $
    330Building and improvements
    
    
    635Equipment
    
    
    2,411FCC licenses
    
    
    4,630Goodwill
    
    
    1668,172Accumulated depreciation
    
    
    (1,743
    )$
    6,429
 r.
    
    BUSINESS SEGMENTS:The Company has 13 distinct operating segments. These segments meet the criteria for
aggregation under SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information, (SFAS 131), and therefore the Company has aggregated these
operating segments to create one reportable segment.s.
    
    ASSET RETIREMENT OBLIGATIONS:The Company follows the provisions of SFAS No. 143, Accounting for Asset Retirement
Obligations (SFAS 143), as amended by Financial Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No.
143 (FIN 47). Under the provisions of these statements, a company is required to
recognize a liability for the fair value of a conditional asset retirement obligation
when incurred if fair value can be reasonably estimated. The liability is accreted to
its present value each period, and the capitalized cost is depreciated over the useful
life of the related asset. Upon settlement of the liability, an entity settles the
obligation for its recorded amount or incurs a gain or loss upon settlement. The
amount of accretion recorded by the Company during all years presented is immaterial.
 - 68 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 t.
    
    INTERNAL USE SOFTWARE:Included in computer equipment is the capitalized cost of website development costs.
The Company follows the provisions of Statement of Position 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use, (SOP 98-1),
which provides that costs incurred during the application development stage related to
the development of internal-use software are capitalized and amortized over the
estimated useful life. Costs incurred related to the conceptual design and maintenance
of internal-use software are expensed as incurred. Regent amortizes the costs of
capitalized internal-use software over a three-year period.
 2.
    
    ACQUISITIONS AND DISPOSITIONS
  Subsequently Completed Dispositions
    2007 Acquisitions
  - 69 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2006 Acquisitions and Dispositions
    - 70 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2005 Disposition
  3.
    
    LONG-TERM DEBT
  2007
    
    
    2006Senior secured Term A Loan
    
    $
    50,000
    
    
    $
    50,000Senior secured Term B Loan
    
    
    113,850
    
    
    
    115,000Senior secured revolving credit facility
    
    
    42,500
    
    
    
    50,000206,350
    
    
    
    215,000Less: current portion of long-term debt
    
    
    (3,650
    )
    
    
    (1,150
    )$
    202,700
    
    
    $
    213,850
 Senior Reducing Revolving Credit Agreement
  - 71 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Term B Loan
    
    Term A LoanDecember 31,
    Commitment
    
    Commitment2007
    $
    113,850
    
    
    $
    50,0002008
    
    112,700
    
    
    
    47,5002009
    
    111,550
    
    
    
    42,5002010
    
    110,400
    
    
    
    35,0002011
    
    109,250
    
    
    
    25,0002012
    
    108,100
    
    
    
    12,500
  Excess cashflowConsolidated leverage ratio
    
    percentageGreater than 6.75:1.00
    
    75%5.00:1.00 to 6.74:1.00
    
    50%Less than 5.00:1.00
    
    0%
   - 72 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    2008
    
    $
    3,6502009
    
    
    6,1502010
    
    
    8,6502011
    
    
    11,1502012
    
    
    13,650Thereafter
    
    
    163,100$
    206,350
  - 73 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  4.
    
    CAPITAL STOCK
      - 74 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    5.
    
    STOCK-BASED COMPENSATION PLANS
 Share-based Plans
 1998 Management Stock Option Plan
  2001 Directors Stock Option Plan
  2005 Incentive Compensation Plan
  - 75 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2006 Directors Equity Compensation Plan
  Employee Stock Purchase Plan
  Stock Compensation
  - 76 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year EndedDecember 31, 2005Net loss, as reported
    
    $
    (6,639
    )Add: Stock-based employee compensation included in
reported net loss, net of related tax effects
    
    
    335Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects
    
    
    (4,195
    )Pro forma net loss
    
    $
    (10,499
    )Pro forma loss applicable to common shares
    
    $
    (10,499
    )Basic loss per share:As reported
    
    $
    (0.15
    )Pro forma
    
    $
    (0.24
    )Diluted loss per share:As reported
    
    $
    (0.15
    )Pro forma
    
    $
    (0.24
    )
  - 77 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     2005ISOs
    
    NQSOsDividends
    
    None
    
    NoneVolatility
    
    
    63.5
    %
    
    
    64.8
    %Risk-free interest rate
    
    
    3.82
    %
    
    
    3.75
    %Expected term
    
    5 years
    
    5 years
  - 78 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 WEIGHTEDAVERAGESHARES
    
    EXERCISE PRICECompany options held by employees and Directors:At December 31, 2004
    
    
    3,874,789
    
    
    $
    6.07Granted
    
    
    561,250
    
    
    $
    5.36Exercised
    
    
    (2,500
    )
    
    $
    5.00Forfeited/expired
    
    
    (163,500
    )
    
    $
    5.50Company options held by employees and Directors:At December 31, 2005
    
    
    4,270,039
    
    
    $
    5.94Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (101,000
    )
    
    $
    6.74Company options held by employees and Directors:At December 31, 2006
    
    
    4,169,039
    
    
    $
    5.92Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (86,000
    )
    
    $
    6.28Company options held by employees and Directors:At December 31, 2007
    
    
    4,083,039
    
    
    $
    5.91
  OPTIONS OUTSTANDING
    
    OPTIONS EXERCISABLEWEIGHTEDAVERAGE
    
    WEIGHTED
    
    
    
    
    
    WEIGHTEDREMAINING
    
    AVERAGE
    
    
    
    
    
    AVERAGEEXERCISE
    
    
    
    
    
    CONTRACTUAL
    
    EXERCISE
    
    
    
    
    
    EXERCISEPRICE
    
    SHARES
    
    LIFE (YEARS)
    
    PRICE
    
    SHARES
    
    PRICE$6.13 - $7.83
    
    
    1,515,373
    
    
    
    4.4
    
    
    $
    7.07
    
    
    
    1,515,373
    
    
    $
    7.07$5.00 - $5.89
    
    
    2,567,666
    
    
    
    2.7
    
    
    $
    5.23
    
    
    
    2,567,666
    
    
    $
    5.234,083,039
    
    
    
    
    
    
    
    
    
    
    
    4,083,039
   - 79 -




---



##### 



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




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   YEAR ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005Net loss from continuing operations
    
    $
    (102,870
    )
    
    $
    (22,522
    )
    
    $
    (7,558
    )Income (loss) from discontinued operations,
net of applicable income taxes of $188, $35,
and $495, respectively
    
    
    296
    
    
    
    (4,074
    )
    
    
    919Net loss
    
    $
    (102,574
    )
    
    $
    (26,596
    )
    
    $
    (6,639
    )Weighted average basic common shares
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214Dilutive effect of stock options and warrants
    
    
    
    
    
    
    
    
    
    
    Weighted average diluted common shares
    
    
    38,308
    
    
    
    39,807
    
    
    
    43,214Net loss per common share:Basic and diluted:Net loss from continuing operations
    
    $
    (2.69
    )
    
    $
    (0.57
    )
    
    $
    (0.17
    )Discontinued operations
    
    
    0.01
    
    
    
    (0.10
    )
    
    
    0.02Net loss
    
    $
    (2.68
    )
    
    $
    (0.67
    )
    
    $
    (0.15
    )
 - 81 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7.
    
    GOODWILL AND OTHER INTANGIBLE ASSETS
  Definite-lived Intangible Assets
  December 31, 2007
    
    




    December 31, 2006Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationNon-compete agreements
    
    $
    219
    
    
    $
    97
    
    
    $
    219
    
    
    $
    24Acquired advertising
contracts
    
    
    
    
    
    
    
    
    
    
    1,535
    
    
    
    774Sports rights, employment
agreements and
advertiser lists and
relationships
    
    
    779
    
    
    
    529
    
    
    
    779
    
    
    
    365Total
    
    $
    998
    
    
    $
    626
    
    
    $
    2,533
    
    
    $
    1,163
  - 82 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Indefinite-lived Intangible Assets
  FCC LicensesBalance as of December 31, 2005
    
    $
    289,300Purchase of radio station FCC licenses
    
    
    107,768Sale of radio station FCC licenses
    
    
    (15,048
    )Impairment of FCC licenses
    
    
    (41,300
    )Balance as of December 31, 2006
    
    
    340,720Purchase of radio station FCC licenses
    
    
    4,953Acquisition-related adjustment
    
    
    (158
    )FCC licenses related to assets held for sale
    
    
    (4,630
    )Impairment of FCC licenses
    
    
    (139,200
    )Balance as of December 31, 2007
    
    $
    201,685
   Goodwill
  GoodwillBalance as of December 31, 2005
    
    $
    30,736Impairment of goodwill
    
    
    (7,098
    )Acquisition-related goodwill
    
    
    25,277Disposition-related goodwill
    
    
    (5,260
    )Balance as of December 31, 2006
    
    
    43,655Impairment of goodwill
    
    
    (24,400
    )Acquisition-related goodwill
    
    
    75Goodwill related to assets held for sale
    
    
    (166
    )Acquisition-related adjustment
    
    
    108Balance as of December 31, 2007
    
    $
    19,272
   - 83 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8.
    
    INCOME TAXES
  2007
    
    
    2006
    
    
    2005Current federal
    
    $
    49
    
    
    $
    (55
    )
    
    $
    339Current state
    
    
    168
    
    
    
    103
    
    
    
    (410
    )Total current
    
    
    217
    
    
    
    48
    
    
    
    (71
    )Deferred federal
    
    
    (54,165
    )
    
    
    (12,254
    )
    
    
    (3,752
    )Deferred state
    
    
    (6,400
    )
    
    
    (2,063
    )
    
    
    (9
    )Total deferred
    
    
    (60,565
    )
    
    
    (14,317
    )
    
    
    (3,761
    )Valuation allowance
    
    
    (213
    )
    
    
    (165
    )
    
    
    10Net income tax benefit
    
    $
    (60,561
    )
    
    $
    (14,434
    )
    
    $
    (3,822
    )
   2007
    
    
    2006Deferred tax assets:Net operating loss carryforwards
    
    $
    27,574
    
    
    $
    19,493Miscellaneous accruals and credits
    
    
    832
    
    
    
    561Derivative financial instruments
    
    
    1,709
    
    
    
    Intangible assets
    
    
    27,614
    
    
    
    Accounts receivable reserve
    
    
    250
    
    
    
    338Total deferred tax assets
    
    
    57,979
    
    
    
    20,392Valuation allowance
    
    
    (2,906
    )
    
    
    (3,119
    )Net deferred tax assets
    
    
    55,073
    
    
    
    17,273Deferred tax liabilities:Property and equipment
    
    
    (748
    )
    
    
    (1,331
    )Derivative financial instruments
    
    
    
    
    
    
    (643
    )Intangible assets
    
    
    
    
    
    
    (21,564
    )Total deferred tax liabilities
    
    
    (748
    )
    
    
    (23,538
    )Net deferred tax assets (liabilities)
    
    $
    54,325
    
    
    $
    (6,265
    )
  - 84 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2007
    
    2006
    
    2005Federal tax expense at statutory rate
    
    
    (34.0
    )%
    
    
    (34.0
    )%
    
    
    (34.0
    )%Other non-deductible expenses
    
    
    0.8
    
    
    
    0.2
    
    
    
    0.9(Decrease) increase of valuation allowance
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    0.1Expiration of net operating losses
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.5State tax, net of federal tax benefit
    
    
    (3.9
    )
    
    
    (5.0
    )
    
    
    0.7Other
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (1.8
    )Effective tax rate
    
    
    (37.1
    )%
    
    
    (39.1
    )%
    
    
    (33.6
    )%
  - 85 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Regent Communications, Inc. 401(k) Profit Sharing Plan
  Regent Communications, Inc. Deferred Compensation Plan
  - 86 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Property and Equipment:
  2007
    
    
    2006Equipment
    
    $
    40,279
    
    
    $
    40,506Furniture and fixtures
    
    
    2,399
    
    
    
    2,453Building and improvements
    
    
    13,693
    
    
    
    14,142Land and improvements
    
    
    4,179
    
    
    
    4,48460,550
    
    
    
    61,585Less accumulated depreciation
    
    
    (25,996
    )
    
    
    (24,832
    )Net property and equipment
    
    $
    34,554
    
    
    $
    36,753
  Other Current Liabilities:
  2007
    
    
    2006Accrued interest
    
    $
    234
    
    
    $
    633Accrued professional fees
    
    
    567
    
    
    
    390Deferred revenue
    
    
    601
    
    
    
    385Accrued medical costs
    
    
    557
    
    
    
    Accrued state, local, franchise
and property taxes
    
    
    641
    
    
    
    322Deferred compensation plan obligation
    
    
    698
    
    
    
    510Accrued national representation fees
    
    
    407
    
    
    
    490Accrued other
    
    
    1,560
    
    
    
    1,768$
    5,265
    
    
    $
    4,498
   - 87 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Operating
    
    
    CapitalLeases
    
    
    Leases2008
    
    $
    1,811
    
    
    $
    1152009
    
    
    1,334
    
    
    
    812010
    
    
    1,207
    
    
    
    542011
    
    
    1,095
    
    
    
    342012
    
    
    632
    
    
    
    8Thereafter
    
    
    2,212
    
    
    
    4Total minimum payments
    
    $
    8,291
    
    
    
    296Amount representing interest
    
    
    
    
    
    
    30Present value of net minimum lease payments
    
    
    
    
    
    $
    266
  - 88 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarterended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    TotalMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 31
    
    
    Year2007(1)Net broadcast revenues:Amount reported in previously
issued Form 10-Q
    
    $
    22,045
    
    
    $
    26,392
    
    
    $
    25,729
    
    
    $
    24,939Amount reclassified to
discontinued operations
    
    
    (537
    )
    
    
    (656
    )
    
    
    
    
    
    
    Net broadcast revenues
    
    $
    21,508
    
    
    $
    25,736
    
    
    $
    25,729
    
    
    $
    24,939
    
    
    $
    97,912Operating income (loss):Amount reported in previously
issued Form 10-Q
    
    $
    2,521
    
    
    $
    6,399
    
    
    $
    6,464
    
    
    $
    (156,824
    )Amount reclassified to
discontinued operations
    
    
    (83
    )
    
    
    (158
    )
    
    
    
    
    
    
    Operating income (loss)
    
    $
    2,438
    
    
    $
    6,241
    
    
    $
    6,464
    
    
    $
    (156,824
    )
    
    $
    (141,681
    )(Loss) income from continuing operations:Amount reported in previously
issued Form 10-Q
    
    $
    (1,205
    )
    
    $
    3,039
    
    
    $
    (1,351
    )
    
    $
    (103,252
    )Amount reclassified to
discontinued operations
    
    
    (28
    )
    
    
    (73
    )
    
    
    
    
    
    
    Income (loss) from continuing
operations
    
    $
    (1,233
    )
    
    $
    2,966
    
    
    $
    (1,351
    )
    
    $
    (103,252
    )
    
    $
    (102,870
    )NET (LOSS) INCOME:
    
    $
    (1,199
    )
    
    $
    3,040
    
    
    $
    (1,289
    )
    
    $
    (103,126
    )
    
    $
    (102,574
    )BASIC AND DILUTED NET(LOSS) INCOME PER COMMON
SHARE(2)(3)Net income (loss) per
common share
    
    $
    (0.03
    )
    
    $
    0.08
    
    
    $
    (0.03
    )
    
    $
    (2.69
    )
    
    $
    (2.68
    )
 - 89 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarterended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    TotalMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 31
    
    
    Year2006(1)Net broadcast revenues:Amount reported in previously
issued Form 10-Q
    
    $
    17,118
    
    
    $
    21,067
    
    
    $
    20,606
    
    
    $
    25,037Amount reclassified to
discontinued operations
    
    
    (501
    )
    
    
    (621
    )
    
    
    
    
    
    
    Net broadcast revenues
    
    $
    16,617
    
    
    $
    20,446
    
    
    $
    20,606
    
    
    $
    25,037
    
    
    $
    82,706Operating income (loss):Amount reported in previously
issued Form 10-Q
    
    $
    1,292
    
    
    $
    4,229
    
    
    $
    2,475
    
    
    $
    (39,255
    )Amount reclassified to
discontinued operations
    
    
    (62
    )
    
    
    (144
    )
    
    
    
    
    
    
    Operating income (loss)
    
    $
    1,230
    
    
    $
    4,085
    
    
    $
    2,475
    
    
    $
    (39,255
    )
    
    $
    (31,465
    )Income (loss) from continuing operations:Amount reported in previously
issued Form 10-Q
    
    $
    64
    
    
    $
    1,880
    
    
    $
    600
    
    
    $
    (24,981
    )Amount reclassified to
discontinued operations
    
    
    (19
    )
    
    
    (66
    )
    
    
    
    
    
    
    Income (loss) from continuing
operations
    
    $
    45
    
    
    $
    1,814
    
    
    $
    600
    
    
    $
    (24,981
    )
    
    $
    (22,522
    )NET INCOME (LOSS):
    
    $
    64
    
    
    $
    2,012
    
    
    $
    837
    
    
    $
    (29,509
    )
    
    $
    (26,596
    )BASIC AND DILUTED NETINCOME (LOSS) PER COMMON
SHARE(2)(4)Net income (loss) per
common share
    
    $
    0.00
    
    
    $
    0.05
    
    
    $
    0.02
    
    
    $
    (0.77
    )
    
    $
    (0.67
    )
 
 (1)
    
    The first and second quarters of 2007 and all four quarters of 2006 have been
restated for comparative purposes to remove the effect of discontinued operations.(2)
    
    The sum of the quarterly net income (loss) per share amounts may not equal the annual
amount reported, as per share amounts are computed independently for each quarter.(3)
    
    Despite net income for the second quarter of 2007, net income per common share
was the same for both the basic and diluted calculation.(4)
    
    Despite net income for the first three quarters of 2006, net income per
common share was the same for both the basic and diluted calculation.   - 90 -




---



##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     - 91 -




---



##### 



ADDITIONSBALANCE
    
    CHARGED
    
    
    
    
    
    
    
    
    
    BALANCEAT
    
    TO
    
    CHARGED TO
    
    
    
    
    
    ATBEGINNING
    
    COSTS AND
    
    OTHER
    
    
    
    
    
    THE ENDOF PERIOD
    
    EXPENSES
    
    ACCOUNTS
    
    DEDUCTIONS(1)
    
    OF PERIODAllowance for doubtful accounts:Years ended December 31,2007
    
    $
    898
    
    
    
    286
    
    
    
    
    
    
    
    533
    
    
    $
    6512006
    
    $
    802
    
    
    
    632
    
    
    
    
    
    
    
    536
    
    
    $
    8982005
    
    $
    844
    
    
    
    462
    
    
    
    
    
    
    
    504
    
    
    $
    802Deferred tax asset valuation allowance:Years ended December 31,2007
    
    $
    3,119
    
    
    
    64
    (6)
    
    
    
    
    
    
    277
    (7)
    
    $
    2,9062006
    
    $
    3,283
    
    
    
    84
    (4)
    
    
    
    
    
    
    248
    (5)
    
    $
    3,1192005
    
    $
    3,273
    
    
    
    57
    (2)
    
    
    
    
    
    
    47
    (3)
    
    $
    3,283
 
 (1)
    
    Represents accounts written off to the reserve.(2)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2005 and scheduled to expire prior to 2017.(3)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2005.(4)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2006 and scheduled to expire prior to 2017.(5)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2006.(6)
    
    Represents a valuation allowance recorded for state net operating loss
carryforwards generated in 2007 and scheduled to expire prior to 2017.(7)
    
    Represents the release of valuation allowance for federal and state net operating
loss carryforwards that expired or were utilized in 2007.     - 92 -




---



##### 



- 93 -




---



##### 



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  - 94 -




---



##### 



Number of securitiesremaining available forNumber of securities to
    
    Weighted average
    
    issuance under equitybe issued upon exercise
    
    exercise price of
    
    compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,083,039
    
    
    $
    5.91
    
    
    
    3,504,824Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,083,039
    
    
    $
    5.91
    
    
    
    3,504,824
 ITEM 13.
    
    CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
  ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES.
   ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
     - 95 -




---



##### 



- 96 -




---



##### 



REGENT COMMUNICATIONS, INC.Date: March 17, 2008
    By:
    /s/ William L. StakelinWilliam L. Stakelin, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/ William L. Stakelin

William L. Stakelin
    
    President, Chief Executive Officer,
and Director
(Principal Executive Officer)
    
    March 17, 2008/s/ Anthony A. Vasconcellos

Anthony A. Vasconcellos
    
    Executive Vice President and Chief
Financial Officer (Principal
Financial and Principal Accounting
Officer)
    
    March 17, 2008/s/ John J. Ahn

John J. Ahn
    
    Director
    
    March 17, 2008/s/ Joseph P. Hannan

Joseph P. Hannan
    
    Director
    
    March 17, 2008/s/ Andrew L. Lewis, IV

Andrew L. Lewis, IV
    
    Director
    
    March 17, 2008/s/ Timothy M. Mooney

Timothy M. Mooney
    
    Director
    
    March 17, 2008/s/ William P. Sutter, Jr.

William P. Sutter, Jr.
    
    Director
    
    March 17, 2008/s/ John H. Wyant

John H. Wyant
    
    Director
    
    March 17, 2008
 S-1




---



##### 



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION2(a)*
    
    Asset Purchase Agreement dated as of September 1, 2006 by and among Regent Broadcasting of
Buffalo, Inc. and CBS Radio Stations Inc. (excluding schedules and exhibits not deemed
material) (previously filed as Exhibit 2.1 to the
Registrants Form 8-K dated December 15, 2006
and incorporated herein by this reference)3(a)*
    
    Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended
by a Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series G Preferred Stock of Regent Communications, Inc.,
filed January 21, 1999 (previously filed as Exhibit 3(a) to the Registrants Form 10-K for the
year ended December 31, 1998 and incorporated herein by this reference)3(b)*
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc. filed with the Delaware Secretary of State on November 19, 1999
(previously filed as Exhibit 3(b) to the Registrants Form 10-Q for the quarter ended June 30,
2001 and incorporated herein by this reference)3(c)*
    
    Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(c) to the Registrants Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by this reference)3(d)*
    
    Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series H Preferred Stock of Regent Communications, Inc.,
filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as
Exhibit 3(d) to the Registrants Form 10-Q for the quarter ended June 30, 1999 and
incorporated herein by this reference)3(e)*
    
    Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(e) to the Registrants Form 10-Q for the quarter
ended on September 30, 1999 and incorporated herein by this reference)
 E-1




---



##### 



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION3(f)*
    
    Certificate of Increase of Shares Designated as Series H Convertible Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(f) to the Registrants Form 10-Q for the quarter
ended on September 30, 1999 and incorporated herein by this reference)3(g)*
    
    Certificate of Designation, Number, Powers, Preferences and Relative, Participating,
Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and
Other Distinguishing Characteristics of Series K Preferred Stock of Regent Communications,
Inc., filed with the Delaware Secretary of State on December 13, 1999 amending the Amended and
Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously
filed as Exhibit 3(g) to Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)3(h)*
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc. filed with the Delaware Secretary of State on March 13, 2002 (previously
filed as Exhibit 3(h) to the Registrants Form 10-K for the year ended December 31, 2001 and
incorporated herein by this reference)3(i)*
    
    Amended and Restated By-Laws of Regent Communications, Inc. adopted October 24, 2007
(previously filed as Exhibit 3(i) to the Registrants Form 10-Q for the quarter ended
September 30, 2007 and incorporated herein by this reference)4(a)*
    
    Credit Agreement dated as of November 21, 2006 among Regent Broadcasting, LLC, Regent
Communications, Inc. and the lenders identified therein (without schedules and exhibits, which
Regent has determined are not material) (previously filed as Exhibit 4 to the Registrants
Form 8-K filed November 28, 2006 and incorporated herein by this reference)4(b)*
    
    Amendment No. 1 to the Credit Agreement, dated as of February 23, 2007 among Regent
Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therein (without
schedules and exhibits, which Regent has determined are not material) (previously filed as
Exhibit 4(a) to the Registrants Form 8-K filed March 1, 2007 and incorporated herein by this
reference)4(c)*
    
    Rights Agreement dated as of May 19, 2003 between Regent Communications, Inc. and Fifth
Third Bank (previously filed as Exhibit 4.1 to the Registrants Form 8-K filed May 20, 2003
and incorporated herein by this reference)4(d)*
    
    First Amendment to Rights Agreement dated and effective as of February 27, 2004 between
Regent Communications, Inc., Fifth Third Bank, and Computershare Services, LLC (previously
filed as Exhibit 4(c) to the Registrants Form 10-Q for the quarter ended September 30, 2004
and incorporated herein by this reference)10(a)*#
    
    Regent Communications, Inc. 1998 Management Stock Option Plan, as amended through May 17,
2001 and restated as of October 24, 2002 (previously filed as
 E-2




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EXHIBITNUMBER
    
    EXHIBIT DESCRIPTIONExhibit 10(b) to the Registrants Form 10-Q for the quarter ended September 30,
2002 and incorporated herein by this reference)10(b)*#
    
    Grant of Incentive Stock Option under the Regent Communications, Inc. 1998 Management Stock
Option Plan, as amended10(c)*#
    
    Regent Communications, Inc. 2001 Directors Stock Option Plan dated May 17, 2001
(previously filed as Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended June
30, 2001 and incorporated herein by this reference)10(d)*#
    
    Grant of Stock Option under the Regent Communications, Inc. 2001 Directors Stock Option
Plan10(e)*#
    
    Regent Communications, Inc. Employee Stock Purchase Plan, as amended on October 24, 2002
and effective January 1, 2003 (previously filed as Exhibit 10(a) to the Registrants Form 10-Q
for the quarter ended September 30, 2002 and incorporated herein by this reference)10(f)*#
    
    Regent Communications, Inc. Deferred Compensation Plan dated July 25, 2002 and effective
October 1, 2002 (previously filed as Exhibit 10(e) to the Registrants Form 10-K for the year
ended December 31, 2002 and incorporated herein by this reference)10(g)*#
    
    Regent Communications, Inc. 2005 Incentive Compensation Plan as adopted February 3, 2005
(previously filed as Exhibit 4.1 to the Registrants Form S-8 Registration Statement No.
333-130616 filed December 22, 2005 and incorporated herein by this reference)10(h)*#
    
    Amendment No. 1 to the Regent Communications, Inc. 2005 Incentive Compensation Plan,
effective as December 14, 2005 (previously filed as Exhibit 4.2 to the Registrants Form S-8
Registration Statement No. 333-130616 filed December 22, 2005 and incorporated herein by this
reference)10(i)*#
    
    Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2005 Incentive
Compensation Plan, as amended (previously filed as Exhibit 10.3 to the Registrants Form 8-K
filed January 4, 2006 and incorporated herein by this reference)10(j)*#
    
    Regent Communications, Inc. 2006 Directors Equity Compensation Plan as adopted May 10, 2006
(previously filed as Exhibit 4.1 to the Registrants Form S-8 Registration Statement No.
333-133959 filed May 10, 2006 and incorporated herein by this reference)10(k)*#
    
    Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2006 Directors
Equity Compensation Plan (previously filed as Exhibit 10.2 to the Registrants Form 8-K filed
May 12, 2006 and incorporated herein by this reference)10(l)*#
    
    Separation Agreement and General Release by and between Terry S. Jacobs and Regent
Communications, Inc. dated September 1, 2005 (previously filed as
 E-3




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##### 



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTIONExhibit 10(a) to the Registrants Form 8-K filed September 8, 2005 and incorporated
herein by reference)10(m)*#
    
    Employment Agreement between Regent Communications, Inc. and William L. Stakelin
(previously filed as Exhibit 10.1 to the Registrants Form 8-K filed January 4, 2008 and
incorporated herein by this reference)10(n)*#
    
    Employment Agreement between Regent Communications, Inc. and Anthony A. Vasconcellos
(previously filed as Exhibit 10.2 to the Registrants Form 8-K filed January 4, 2008 and
incorporated herein by this reference)10(o)#
    
    Schedule of Director Compensation10(p)*
    
    Registration Rights Agreement dated June 15, 1998 among Regent Communications, Inc., PNC
Bank, N.A., Trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates
V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc.,
General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, Terry S.
Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership,
Miami Valley Venture Fund L.P. and Thomas Gammon (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as Exhibit 4(e) to the Registrants Form
8-K filed June 30, 1998 and incorporated herein by this reference)10(q)*
    
    Warrant for the Purchase of 650,000 Shares of Common Stock issued by Regent Communications,
Inc. to Waller-Sutton Media Partners, L.P. dated June 15, 1998 (See Note 1 below) (previously
filed as Exhibit 4(f) to the Registrants Form 8-K filed June 30, 1998 and incorporated herein
by this reference)
 E-4




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##### 



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION10(r)*
    
    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(s)*
    
    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(t)*
    
    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(u)*
    
    Fourth Amendment to Registration Rights Agreement, dated as of November 26, 2001, among
Regent Communications, Inc. and the Stockholders who are signatories thereto (previously filed
as Exhibit 10(t) to the Registrants Form 10-K for the year ended December 31, 2001 and
incorporated herein by this reference)10(v)*
    
    Settlement Agreement dated September 14, 2007, including Release as Exhibit A thereto
(previously filed as Exhibit 10.1 to the Registrants Form 8-K filed September 17, 2007 and
incorporated herein by this reference)21
    
    Subsidiaries of Registrant
 E-5




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##### 



EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION23.1
    
    Consent of Independent Registered Public Accounting Firm31(a)
    
    Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification31(b)
    
    Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification32(a)
    
    Chief Executive Officer Section 1350 Certification32(b)
    
    Chief Financial Officer Section 1350 Certification
 
 *
    
    Incorporated by reference.#
    
    Constitutes a management contract or compensatory plan or arrangement. E-6




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##### 



1.
    
    Six substantially identical warrants for the purchase of shares of Registrants common stock
were initially issued, of which the following remain outstanding:
 SharesWPG Corporate Development Associates V, L.L.C.
    
    
    112,580WPG Corporate Development Associates (Overseas) V, L.P.
    
    
    17,420William H. Ingram
    
    
    10,000
 E-7