REGENT COMMUNICATIONS INC - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x		Quarterly report pursuant to Section 13 or 15(d) of the
		Securities Exchange Act of 1934

		For the quarterly period ended June 30, 2003


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.

(Exact Name of Registrant as Specified in its Charter)


Delaware		31-1492857

(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

100 East RiverCenter Boulevard
9th Floor
Covington, Kentucky 41011

(Address of Principal Executive Offices)
(Zip Code)

(859) 292-0030

(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yesx Noo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value – 46,512,587 shares outstanding as of August 6, 2003

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II- OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EX-31.A
EX-31.B
EX-32.A
EX-32.B

REGENT COMMUNICATIONS, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2003

INDEX


			Page
			Number

PART I FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited)		3
		Condensed Consolidated Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002		4
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited)		5
		Notes to Condensed Consolidated Financial Statements (unaudited)		6
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
	Item 4. Controls and Procedures			31
PART II OTHER INFORMATION
	Item 1. Legal Proceedings			32
	Item 2. Changes in Securities and Use of Proceeds			32
	Item 4. Submission of Matters to a Vote of Security Holders			32
	Item 5. Other Information			33
	Item 6. Exhibits and Reports on Form 8-K			33

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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


			Three Months Ended						Six Months Ended
			June 30,						June 30,

			2003			2002			2003			2002

Broadcast revenues, net of agency commissions			$	21,453		$	17,262		$	38,186		$	30,248
Station operating expenses				14,135			11,470			27,442			21,416
Depreciation and amortization				1,095			847			2,042			1,678
Corporate general and administrative expenses				1,589			1,545			3,314			3,085
(Gain) loss on sale of long-lived assets				(1	)		—			5			(442	)

		Operating income		4,635			3,400			5,383			4,511
Interest expense				(1,537	)		(597	)		(1,984	)		(1,482	)
Other income (expense), net				5			(102	)		(118	)		(219	)

Income before income taxes and cumulative effect of accounting change				3,103			2,701			3,281			2,810
Income tax expense				(1,179	)		(1,027	)		(1,247	)		(1,068	)

Income before cumulative effect of accounting change				1,924			1,674			2,034			1,742
Cumulative effect of accounting change, net of applicable income taxes of $3,762				—			—			—			(6,138	)

	Net income (loss)		$	1,924		$	1,674		$	2,034		$	(4,396	)

Basic and diluted income (loss) per common share:
	Before cumulative effect of accounting change		$	0.04		$	0.04		$	0.04		$	0.04

	Net income (loss)		$	0.04		$	0.04		$	0.04		$	(0.11	)

Weighted average number of common shares:
	Basic			46,484			43,361			46,509			39,639
	Diluted			46,776			44,258			46,736			40,384

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

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


			June 30,			December 31,
			2003			2002

			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,472		$	2,656
	Accounts receivable, less allowance of $1,014 and $854 at June 30, 2003 and December 31, 2002, respectively			14,837			13,517
	Other current assets			1,208			811

		Total current assets		18,517			16,984
Property and equipment, net				33,165			26,889
Intangible assets, net				294,468			238,706
Goodwill				25,615			24,200
Other assets				2,550			1,251

		Total assets	$	374,315		$	308,030

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	2,374		$	2,050
	Accrued compensation			1,389			2,158
	Accrued expenses and other current liabilities			3,689			3,740

		Total current liabilities		7,452			7,948
Long-term debt, less current portion				75,360			11,359
Other long-term liabilities				162			90
Deferred taxes				11,325			10,143

		Total liabilities		94,299			29,540
Commitments and Contingencies
Stockholders’ equity:
	Common stock, $.01 par value, 100,000,000 shares authorized; 48,083,492 and 48,047,382 shares issued at June 30, 2003 and December 31, 2002, respectively			481			480
	Treasury shares, 1,598,033 and 1,488,556 shares, at cost, at June 30, 2003 and December 31, 2002, respectively			(8,063	)		(7,575	)
	Additional paid-in capital			348,012			348,033
	Accumulated deficit			(60,414	)		(62,448	)

		Total stockholders’ equity		280,016			278,490

Total liabilities and stockholders’ equity			$	374,315		$	308,030

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

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


					Six Months Ended June 30,

					2003			2002

Cash flows from operating activities:
Net income (loss)					$	2,034		$	(4,396	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Cumulative effect of accounting change, net of applicable income taxes				—			6,138
		Depreciation and amortization				2,042			1,678
		Deferred income tax expense				1,182			955
		Loss (gain) on sale of long-lived assets				5			(442	)
		Write-off of unamortized deferred finance costs				1,032			—
		Other, net				544			677
		Changes in operating assets and liabilities, net of acquisitions				(3,044	)		(3,159	)

				Net cash provided by operating activities		3,795			1,451
Cash flows from investing activities:
		Acquisition of radio stations and related acquisition costs, net of cash acquired				(62,578	)		(4,312	)
		Capital expenditures				(2,063	)		(1,432	)
		Net proceeds from sale of long-lived assets				1			1,829
		Escrow deposits for acquisitions of radio stations				(388	)		—

			Net cash used in investing activities			(65,028	)		(3,915	)
Cash flows from financing activities:
		Net proceeds from issuance of common stock				—			75,765
		Principal payments on long-term debt				(74,499	)		(74,630	)
		Purchase of treasury shares				(992	)		—
		Payment of equity issuance costs				—			(176	)
		Payment of debt financing costs				(1,960	)		—
		Long-term debt borrowings				138,500			1,000

			Net cash provided by financing activities			61,049			1,959

			Net decrease in cash and cash equivalents			(184	)		(505	)
			Cash and cash equivalents at beginning of period			2,656			1,765

			Cash and cash equivalents at end of period		$	2,472		$	1,260

			Supplemental schedule of non-cash financing and investing activities:
				Common stock issued in conjunction with the acquisition of option to purchase stations in Grand Rapids, Michigan	$	—		$	999
				Common stock issued in conjunction with the acquisition of stations in Flint, Michigan	$	—		$	1,446

The accompanying notes are an integral part of these condensed consolidated financial statement

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT POLICIES

Preparation of Interim Financial Information

Regent Communications, Inc. (including its wholly-owned subsidiaries, the “Company” or “Regent”) was formed to acquire, own and operate radio stations in medium-sized and small markets in the United States.

The condensed consolidated financial statements of Regent have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown. All adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations. Results for interim periods may not be indicative of results for the full year. The December 31, 2002 condensed consolidated balance sheet was derived from audited consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Regent’s Form 10-K for the year ended December 31, 2002.

Broadcast Revenue

Broadcast 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. Agency commissions were approximately $2.3 million and $1.9 million for the three months ended June 30, 2003 and 2002, respectively, and approximately $4.0 and $3.2 million for the six months ended June 30, 2003 and 2002, respectively.

Stock-based Compensation Plans

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123” which requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company accounts for its four stock-based compensation plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations, under which compensation expense is recorded only to the extent that the market price of the underlying common stock on the date of grant exceeds the exercise price. The Company recorded no compensation expense related to its stock-based compensation plans for the three and six months ended June 30, 2003 or 2002. The following table illustrates the effect on net income (loss) and income (loss) per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to stock-based employee compensation (in thousands except per share information).

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Three months ended June 30,						Six months ended June 30,
		2003			2002			2003			2002

Net income (loss), as reported		$	1,924		$	1,674		$	2,034		$	(4,396	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(336	)		(387	)		(627	)		(774	)

Pro forma net income (loss)		$	1,588		$	1,287		$	1,407		$	(5,170	)

Earnings (loss) per share:
	Basic – as reported	$	0.04		$	0.04		$	0.04		$	(0.11	)
	Basic – pro forma	$	0.03		$	0.03		$	0.03		$	(0.13	)
	Diluted – as reported	$	0.04		$	0.04		$	0.04		$	(0.11	)
	Diluted – pro forma	$	0.03		$	0.03		$	0.03		$	(0.13	)

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for 2003 and 2002:

2003

2002

Dividends

None

Volatility

60.2% - 60.5%

53.5%

Risk-free interest rate

2.42% - 3.18%

4.68% - 4.70

Expected term

5 years

The fair value for each share of common stock issued under the Company’s Employee Stock Purchase Plan was calculated using an average risk-free interest rate of 0.9% to 1.22%, volatility of 60.2% to 60.5%, assuming no dividends and an expected term of five years.

2. COMPLETED AND PENDING ACQUISITIONS AND DISPOSITIONS

Completed Acquisitions

On February 25, 2003, the Company completed the acquisition of 12 radio stations from Brill Media Company, LLC and its related entities. Regent had been providing programming and other services to the stations under a time brokerage agreement, which began on September 11, 2002. The stations acquired and the markets they serve are as follows:

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

• WIOV-FM and WIOV-AM, serving the Lancaster-Reading, Pennsylvania market

• WKDQ-FM, WBKR-FM and WOMI-AM, serving the Evansville, Indiana and Owensboro, Kentucky markets

• KTRR-FM, KUAD-FM and KKQZ-FM (formerly a construction permit prior to commencing broadcast operations on November 1, 2002) serving the Ft. Collins-Greeley, Colorado market, and

• KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM, serving the Duluth, Minnesota market

The net purchase price of these assets after all adjustments, and excluding related acquisition costs, was approximately $61.8 million, which Regent funded through borrowings under its old credit facility. The Company has preliminarily allocated the purchase price as follows, pending the completion of an independent appraisal for the purchase, which is expected to be complete in the third quarter of 2003 (in thousands):


Barter accounts receivable		$	239
Fixed assets			6,200
FCC licenses			55,829
Goodwill			1,924
Barter accounts payable			(522	)
Other liabilities			(39	)

	Net purchase price	$	63,631

The following unaudited pro forma data summarize the combined results of operations of Regent, together with the operations of significant stations acquired in 2003 and 2002 as though those transactions had occurred on January 1, 2002.


		PRO FORMA (UNAUDITED)
		(In thousands, except per share amounts)
		Six months ended June 30,

		2003		2002

Net broadcast revenues		$	38,186	$	38,822
Income before cumulative effect of accounting change		$	2,820	$	3,504
Net income (loss)		$	2,820	$	(2,634	)
Basic and diluted income (loss) per common share:
	Income before cumulative effect of accounting change	$	0.06	$	0.09
	Net income (loss)	$	0.06	$	(0.07	)

The Company recorded 100% of revenues and station operating expenses for the acquired stations during the period those stations were operated under time brokerage agreements. These unaudited pro forma amounts do not purport to be indicative of the results that might have occurred if the foregoing transactions had been consummated at the beginning of the six-month period, nor is it indicative of future results of operations.

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Pending Acquisitions and Dispositions

On January 10, 2003, Regent entered into an agreement to purchase substantially all of the assets of KKPL-FM and KARS-FM, serving the Fort Collins-Greeley, Colorado market from AGM-Nevada, L.L.C. for $7.75 million. The purchase price is payable in a combination of $5.0 million in cash and $2.75 million in Regent common stock, based on a per share price equal to the average daily closing price for the ten consecutive trading days ending on the second trading day immediately preceding the closing date. In the event the average share price of Regent common stock for that period is less than $7.50 per share, Regent may, at its sole discretion, reallocate the purchase price to increase the amount of cash consideration paid to up to 100% of the purchase price and correspondingly reduce the portion paid in Regent common stock. On February 1, 2003, the Company began providing programming and other services to KKPL-FM under a local programming and marketing agreement. The Company has placed $387,500 in escrow to secure its obligations under this agreement. The FCC recently changed its rules concerning the ownership of multiple radio stations within the same local market. As a result of these rule changes, Regent may be unable to complete this transaction as it is currently structured, and cannot be certain when the FCC will decide whether, or on what terms, this transaction may be completed.

On February 27, 2003, Regent entered into an agreement with Clear Channel Broadcasting, Inc. and its affiliates (“Clear Channel”) to exchange four stations (KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM) serving the Duluth, Minnesota market for five radio stations (WYNG-FM, WDKS-FM, WKRI-FM, WGBF-FM, and WGBF-AM) serving the Evansville, Indiana market. On March 1, 2003, Regent began providing programming and other services to the Evansville stations, and Clear Channel began providing the same such services to the Duluth stations under time brokerage agreements. The FCC recently changed its rules concerning the ownership of multiple radio stations within the same local market. As a result of these rule changes, Regent may be unable to complete this transaction as it is currently structured, and cannot be certain when the FCC will decide whether, or on what terms, this transaction may be completed.

3. LONG-TERM DEBT

On June 30, 2003, the Company entered into a new senior secured reducing credit agreement with a group of lenders that provides for a maximum aggregate principal amount of $150.0 million, consisting of a senior secured revolving credit facility in the aggregate principal amount of $85.0 million and a senior secured term loan facility in the amount of $65.0 million. The credit facility includes a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. Regent incurred approximately $2.0 million in financing costs related to the new credit facility, which are being amortized over the life of the facility using the effective interest method. The new credit facility is available for working capital and permitted acquisitions, including related acquisition costs. At June 30, 2003 the Company had borrowings under the new credit facility of $75.0 million, comprised of a $65.0 million term loan and $10.0 million of revolver borrowings, and available borrowings of $75.0 million, subject to the terms and conditions of the facility. The borrowings under the new credit facility were used to pay off the outstanding indebtedness under the old credit facility and the financing costs related to the new credit facility. At June 30, 2003,

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

the Company incurred approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to its old credit facility. At December 31, 2002, the Company had borrowings of approximately $11.0 million under its old credit facility.

The term loan and revolver commitment reduce over seven years beginning in 2004, as follows (in thousands):


	Revolver		Term Loan
December 31,	Commitment		Commitment

2003	$	85,000	$	65,000
2004		85,000		64,188
2005		81,175		60,450
2006		72,888		54,275
2007		60,350		44,363
2008		42,288		31,200
2009		21,463		15,600
2010		—		—

The letter of credit subfacility reduces over a five-year period beginning in 2006. The new credit facility also provides for an additional $100.0 million incremental loan facility, subject to the terms of the facility, which matures not earlier than six months after the maturity date of the new credit facility, and is also subject to mandatory reductions. Borrowings that are outstanding under the incremental loan facility after the original maturity date of the new credit facility may have different or additional financial or other covenants, and may be priced differently than the original term and revolving loans. The Company’s ability to borrow amounts under this incremental loan facility expires June 30, 2006.

Under the new credit facility, the Company is required to maintain a maximum leverage ratio, minimum interest coverage ratio, and minimum fixed charge coverage ratio, as well as to observe negative covenants customary for facilities of this type. Additionally, the Company is required to enter into by December 31, 2003, and maintain for a two-year period from the date entered into, an interest rate protection agreement, providing interest rate protection for a minimum of one-half of the aggregate outstanding borrowings under the combined term loans and incremental term loans. Borrowings under the new credit facility bear interest at a rate equal to, at the Company’s option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the new credit facility, which varies between 0.0% and 1.5% depending upon the Company’s consolidated leverage ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 1.5% and 3.0%, depending upon the Company’s consolidated leverage ratio. Borrowings under the new credit facility bore interest at an average rate of 2.86% at June 30, 2003. Borrowings under the old credit facility bore interest at an average rate of 2.67% at December 31, 2002. The Company is required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the new credit facility. The underwriting commitment varies between 0.375% and 0.625% depending upon the amount of the new credit facility utilized and the Company’s consolidated leverage ratio. The Company’s indebtedness under the new credit facility is collateralized by liens on substantially all of its assets and by a pledge of its operating and license subsidiaries’ stock and is guaranteed by these subsidiaries.

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4. SUPPLEMENTAL GUARANTOR INFORMATION

The Company conducts the majority of its business through its subsidiaries (“Subsidiary Guarantors”). The Subsidiary Guarantors are wholly-owned by Regent Broadcasting, Inc. (“RBI”), which is a wholly-owned subsidiary of Regent Communications, Inc. (“RCI”). The Subsidiary Guarantors are guarantors of any debt securities that could be issued by RCI or RBI, and are therefore considered registrants of such securities. RCI would also guarantee any debt securities that could be issued by RBI. All such guarantees will be full and unconditional and joint and several. No debt securities have been issued by either RBI or RCI to date.

Set forth below are condensed consolidating financial statements for RCI, RBI and the Subsidiary Guarantors, including the Condensed Consolidating Statements of Operations for the three and six month periods ended June 30, 2003 and 2002, the Condensed Consolidating Balance Sheets as of June 30, 2003 and December 31, 2002, and the Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2003 and 2002. The equity method of accounting has been used by the Company to report its investment in subsidiaries. Substantially all of RCI’s and RBI’s income and cash flows are generated by their subsidiaries. Separate financial statements for the Subsidiary Guarantors are not presented based on management’s determination that they do not provide additional information that is material to investors.


		Condensed Consolidating Statements of Operations
		(in thousands)
		Three Months Ended June 30, 2003

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	—		$	—		$	21,453		$	—		$	21,453
Station operating expenses			—			—			14,135			—			14,135
Depreciation and amortization			27			—			1,068			—			1,095
Corporate general and administrative expenses			1,573			16			—			—			1,589
Gain on sale of long- lived assets			—			—			(1	)		—			(1	)
Equity in (loss in) earnings of subsidiaries			1,437			3,866			—			(5,303	)		—

	Operating (loss) income		(163	)		3,850			6,251			(5,303	)		4,635
Interest expense, net			(9	)		(1,528	)		—			—			(1,537	)
Other income (expense), net			24			(4	)		(15	)		—			5

(Loss) income before income taxes			(148	)		2,318			6,236			(5,303	)		3,103
Income tax benefit (expense)			56			(881	)		(2,370	)		2,016			(1,179	)

Net (loss) income		$	(92	)	$	1,437		$	3,866		$	(3,287	)	$	1,924

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Condensed Consolidating Statements of Operations
		(in thousands)
		Three Months Ended June 30, 2002

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	—		$	—		$	17,262		$	—		$	17,262
Station operating expenses			—			—			11,470			—			11,470
Depreciation and amortization			27			—			820			—			847
Corporate general and administrative expenses			1,529			16			—			—			1,545
Equity in (loss in) earnings of subsidiaries			1,498			3,019			—			(4,517	)		—

	Operating (loss) income		(58	)		3,003			4,972			(4,517	)		3,400
Interest expense, net			(9	)		(588	)		—			—			(597	)
Other expense, net			—			—			(102	)		—			(102	)

(Loss) income before income taxes			(67	)		2,415			4,870			(4,517	)		2,701
Income tax benefit (expense)			25			(917	)		(1,851	)		1,716			(1,027	)

Net (loss) income		$	(42	)	$	1,498		$	3,019		$	(2,801	)	$	1,674

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Condensed Consolidating Statements of Operations
		(in thousands)
		Six Months Ended June 30, 2003

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	—		$	—		$	38,186		$	—		$	38,186
Station operating expenses			—			—			27,442			—			27,442
Depreciation and amortization			55			—			1,987			—			2,042
Corporate general and administrative expenses			3,281			33			—			—			3,314
Loss on sale of long- lived assets			—			—			5			—			5
Equity in (loss in) earnings of subsidiaries			2,066			5,349			—			(7,415	)		—

	Operating (loss) income		(1,270	)		5,316			8,752			(7,415	)		5,383
Interest expense, net			(18	)		(1,966	)		—			—			(1,984	)
Other income (expense), net			24			(18	)		(124	)		—			(118	)

(Loss) income before income taxes			(1,264	)		3,332			8,628			(7,415	)		3,281
Income tax benefit (expense)			480			(1,266	)		(3,279	)		2,818			(1,247	)

Net (loss) income		$	(784	)	$	2,066		$	5,349		$	(4,597	)	$	2,034

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Condensed Consolidating Statements of Operations
		(in thousands)
		Six Months Ended June 30, 2002

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	—		$	—		$	30,248		$	—		$	30,248
Station operating expenses			—			—			21,416			—			21,416
Depreciation and amortization			54			—			1,624			—			1,678
Corporate general and administrative expenses			3,054			31			—			—			3,085
Gain on sale of long- lived assets			—			—			(442	)		—			(442	)
(Loss in) equity in earnings of subsidiaries			(1,895	)		(1,562	)		—			3,457			—

	Operating (loss) income		(5,003	)		(1,593	)		7,650			3,457			4,511
Interest expense, net			(18	)		(1,464	)		—			—			(1,482	)
Other income (expense), net			50			—			(269	)		—			(219	)

(Loss) income before income taxes and cumulative effect of accounting change			(4,971	)		(3,057	)		7,381			3,457			2,810
Income tax benefit (expense)			1,889			1,162			(2,805	)		(1,314	)		(1,068	)

(Loss) income before cumulative effect of accounting change			(3,082	)		(1,895	)		4,576			2,143			1,742
Cumulative effect of accounting change			—			—			(6,138	)		—			(6,138	)

Net (loss) income		$	(3,082	)	$	(1,895	)	$	(1,562	)	$	2,143		$	(4,396	)

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


			Condensed Consolidating Balance Sheets
			(in thousands)
			June 30, 2003

							Subsidiary
			RCI		RBI		Guarantors		Eliminations			Total

ASSETS
Current assets:
	Cash and cash equivalents		$	—	$	2,472	$	—	$	—		$	2,472
	Accounts receivable, net			—		—		14,837		—			14,837
	Other current assets			590		—		618		—			1,208

		Total current assets		590		2,472		15,455		—			18,517
Intercompany receivable				—		—		32,461		(32,461	)		—
Investment in subsidiaries				270,082		373,198		—		(643,280	)		—
Property and equipment, net				433		—		32,732		—			33,165
Intangible assets, net				—		—		294,468		—			294,468
Goodwill				1,599		119		23,897		—			25,615
Other assets				9,115		1,959		438		(8,962	)		2,550

		Total assets	$	281,819	$	377,748	$	399,451	$	(684,703	)	$	374,315

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued expenses		$	1,443	$	205	$	5,804	$	—		$	7,452
	Intercompany payable			—		32,461		—		(32,461	)		—

		Total current liabilities		1,443		32,666		5,804		(32,461	)		7,452
Long-term debt, less current portion				360		75,000		—		—			75,360
Deferred taxes and other long-term liabilities				—		—		20,449		(8,962	)		11,487

		Total liabilities		1,803		107,666		26,253		(41,423	)		94,299
Stockholders’ equity				280,016		270,082		373,198		(643,280	)		280,016

		Total liabilities and stockholders’ equity	$	281,819	$	377,748	$	399,451	$	(684,703	)	$	374,315

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


			Condensed Consolidating Balance Sheets
			(in thousands)
			December 31, 2002

							Subsidiary
			RCI		RBI		Guarantors		Eliminations			Total

ASSETS
Current assets:
	Cash and cash equivalents		$	—	$	2,656	$	—	$	—		$	2,656
	Accounts receivable, net			—		—		13,517		—			13,517
	Other current assets			297		—		514		—			811

		Total current assets		297		2,656		14,031		—			16,984
Intercompany receivable				—		—		28,048		(28,048	)		—
Investment in subsidiaries				269,302		304,105		—		(573,407	)		—
Property and equipment, net				464		—		26,425		—			26,889
Intangible assets, net				—		—		238,706		—			238,706
Goodwill				1,754		493		21,953		—			24,200
Other assets				9,021		1,149		43		(8,962	)		1,251

		Total assets	$	280,838	$	308,403	$	329,206	$	(610,417	)	$	308,030

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued expenses		$	1,958	$	84	$	5,906	$	—		$	7,948
	Intercompany payable			—		28,048		—		(28,048	)		—

		Total current liabilities		1,958		28,132		5,906		(28,048	)		7,948
Long-term debt, less current portion				390		10,969		—		—			11,359
Deferred taxes and other long-term liabilities				—		—		19,195		(8,962	)		10,233

		Total liabilities		2,348		39,101		25,101		(37,010	)		29,540
Stockholders’ equity				278,490		269,302		304,105		(573,407	)		278,490

		Total liabilities and stockholders’ equity	$	280,838	$	308,403	$	329,206	$	(610,417	)	$	308,030

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Condensed Consolidating Statements of Cash Flows
		(in thousands)
		Six Months Ended June 30, 2003

								Subsidiary
		RCI			RBI			Guarantors			Eliminations		Total

Cash flows from operating activities:
	Net cash (used in) provided by operating activities	$	(3,603	)	$	(2,013	)	$	9,411		$	—	$	3,795

Cash flows from investing activities:
	Acquisitions of radio stations and related acquisition costs		—			(62,966	)		—			—		(62,966	)
	Proceeds from sale of fixed assets		—			—			1			—		1
	Capital expenditures		(24	)		(2,039	)		—			—		(2,063	)

	Net cash (used in) provided by investing activities		(24	)		(65,005	)		1			—		(65,028	)

Cash flows from financing activities:
	Principal payments on long- term debt		(30	)		(74,469	)		—			—		(74,499	)
	Long-term debt borrowings		—			138,500			—			—		138,500
	Purchase of treasury shares		(992	)		—			—			—		(992	)
	Debt financing costs		—			(1,960	)		—			—		(1,960	)
	Net transfers from (to) subsidiaries		4,649			4,763			(9,412	)		—		—

	Net cash provided by (used in) financing activities		3,627			66,834			(9,412	)		—		61,049

Decrease in cash and cash Equivalents			—			(184	)		—			—		(184	)
Cash and cash equivalents at beginning of period			—			2,656			—			—		2,656

Cash and cash equivalents at end of period		$	—		$	2,472		$	—		$	—	$	2,472

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Condensed Consolidating Statements of Cash Flows
		(in thousands)
		Six Months Ended June 30, 2002

								Subsidiary
		RCI			RBI			Guarantors			Eliminations		Total

Cash flows from operating activities:
	Net cash (used in) provided by operating activities	$	(2,091	)	$	(415	)	$	3,957		$	—	$	1,451

Cash flows from investing activities:
	Acquisitions of radio stations and related acquisition costs		—			(4,312	)		—			—		(4,312	)
	Capital expenditures		(21	)		(1,411	)		—			—		(1,432	)
	Net proceeds from sale of radio stations		—			—			1,829			—		1,829

	Net cash (used in) provided by investing activities		(21	)		(5,723	)		1,829			—		(3,915	)

Cash flows from financing activities:
	Net proceeds from issuance of common stock		75,589			—			—			—		75,589
	Principal payments on long- term debt		(30	)		(74,600	)		—			—		(74,630	)
	Long-term debt borrowings		—			1,000			—			—		1,000
	Net transfers (to) from Subsidiaries		(73,447	)		79,233			(5,786	)		—		—

	Net cash provided by (used in) financing activities		2,112			5,633			(5,786	)		—		1,959

Decrease in cash and cash Equivalents			—			(505	)		—			—		(505	)
Cash and cash equivalents at beginning of period			—			1,765			—			—		1,765

Cash and cash equivalents at end of period		$	—		$	1,260		$	—		$	—	$	1,260

5. CAPITAL STOCK

The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 40,000,000 shares of preferred stock. No shares of preferred stock were outstanding at June 30, 2003 or December 31, 2002. The Company has in the past designated shares of preferred stock in several different series. Of the available shares of preferred stock, 6,768,862 remain designated in several of those series and 33,231,138 shares are currently undesignated.

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On February 4, 2003, Regent issued 30,960 shares of common stock to four executive officers at an issue price of $5.905 per share as payment of a portion of 2002 bonuses awarded under the Senior Management Bonus Plan.

On March 5, 2003, the Company issued 36,110 shares of Regent common stock in a net cashless exercise of a stock option issued under the Regent Communications, Inc. Faircom Conversion Stock Option Plan.

Regent has a stock buyback program, approved by its Board of Directors, which allows the Company to repurchase shares of its common stock at certain market price levels. During the first six months of 2003, Regent acquired 201,500 shares of its common stock for an aggregate purchase price of approximately $1.0 million. No purchases of common stock were made during the first six months of 2002. During the first six months of 2003, Regent reissued 64,113 shares of treasury stock previously acquired, net of forfeited shares, as an employer match to employee contributions under the Company’s 401(k) plan, and to employees enrolled in the Company’s employee stock purchase plan.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company’s intangible assets consist principally of the value of FCC licenses and the excess of the purchase price over the fair value of net assets of acquired radio stations (goodwill). On January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 142 requires that a Company no longer amortize goodwill and intangible assets determined to have an indefinite life and also requires an annual impairment testing of those assets. Consistent with the application provisions of SFAS 142, the Company applied a fair value approach to test impairment of both indefinite-lived intangible assets and goodwill. Based on the results of this evaluation, during the first quarter of 2002, the Company recorded impairment charges against indefinite-lived intangibles of approximately $3.9 million, net of income taxes of approximately $2.4 million, and against goodwill of approximately $2.2 million, net of income taxes of approximately $1.4 million. Regent has reflected this charge as a component of cumulative effect of accounting change in its Consolidated Statements of Operations. In estimating future cash flows, the Company considered the impact of the economic slow down in the radio industry at the end of 2001. These conditions, combined with the change in methodology for testing for impairment, which previously employed the utilization of undiscounted cash flow projections, adversely impacted the cash flow projections used to determine the fair value of the FCC licenses, as well as each reporting unit. No impairment charge was appropriate under the FASB’s previous goodwill impairment standard, which was based on undiscounted cash flows. The Company performs its annual review of goodwill and indefinite-lived intangible assets for impairment during the fourth quarter.

Definite-lived Intangible Assets

The Company has definite-lived intangible assets that continue to be amortized in accordance with SFAS 142, consisting primarily of non-compete agreements. These agreements are amortized over the respective lives of the agreements. In accordance with the transitional requirements of SFAS 142, the Company reassessed the useful lives of these intangibles and made no changes to their useful lives. The following table presents the gross carrying amount and accumulated

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

amortization for the Company’s definite-lived intangibles at June 30, 2003 and December 31, 2002 (in thousands):


	June 30, 2003				December 31, 2002

	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization

Non-compete agreements and other	$	762	$	359	$	762	$	292

	$	762	$	359	$	762	$	292

The aggregate amortization expense related to the Company’s definite-lived intangible assets for the three and six-month periods ended June 30, 2003 was approximately $34,000 and $67,000, respectively. Amortization expense related to the Company’s definite-lived intangible assets for the three and six-month periods ended June 30, 2002 was approximately $37,000 and $72,000, respectively. The estimated annual amortization expense for the years ending December 31, 2003, 2004, 2005 and 2006 is approximately $154,000, $128,000, $105,000, and $83,000, respectively.

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist of FCC licenses for radio stations. Upon adoption of SFAS 142, the Company ceased amortizing these assets, and instead will test the assets at least annually for impairment. The following table presents the carrying amount for the Company’s indefinite-lived intangible assets at June 30, 2003 and December 31, 2002 (in thousands):


	June 30,		December 31,
	2003		2002

FCC licenses	$	294,065	$	238,236

	$	294,065	$	238,236

The change in FCC licenses is due to the preliminary allocation of the purchase price for the radio stations acquired from Brill Media Company, LLC during the first quarter of 2003.

Goodwill

SFAS 142 requires the Company to test goodwill for impairment using a two-step process. Step one identifies potential impairment, while step two measures the amount of the impairment. The following table presents the changes in the carrying amount of goodwill for the six-month period ended June 30, 2003 (in thousands):


	Goodwill

Balance as of December 31, 2002	$	24,200
Acquisition related goodwill		1,415

Balance as of June 30, 2003	$	25,615

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The change in goodwill is due to the preliminary purchase allocation of the radio stations acquired from Brill Media Company, LLC during the first quarter of 2003.

7. EARNINGS PER SHARE

Statement of Financial Accounting Standards No. 128, (“SFAS 128”) calls for the dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. The calculation of diluted earnings per share is similar to basic except that the weighted average number of shares outstanding includes the additional dilution that would occur if potential common stock, such as stock options or warrants, were exercised. The number of additional shares is calculated by assuming that outstanding stock options and warrants with an exercise price less than the Company’s average stock price for the period were exercised, and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.


			Three Months				Six Months
			Ended June 30,				Ended June 30,

			2003		2002		2003		2002

			(in thousands, except per share amounts)
Net income before cumulative effect of accounting change			$	1,924	$	1,674	$	2,034	$	1,742
Cumulative effect of accounting change, net of applicable income taxes of $3,762				—		—		—		(6,138	)

Net income (loss)			$	1,924	$	1,674	$	2,034	$	(4,396	)

Weighted average basic common shares				46,484		43,361		46,509		39,639
Dilutive effect of stock options and warrants				292		897		227		745

Weighted average diluted common shares				46,776		44,258		46,736		40,384
Basic and diluted net income (loss) per common share:
	Income before cumulative effect of accounting change		$	0.04	$	0.04	$	0.04	$	0.04
	Cumulative effect of accounting change			—		—		—		(0.15	)

		Net income (loss)	$	0.04	$	0.04	$	0.04	$	(0.11	)

8. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

certain other existing pronouncements to obtain more consistent reporting of contracts as either derivatives or hybrid instruments. This statement is effective for contracts entered into or modified after June 30, 2003. At June 30, 2003, the Company did not employ any derivative or hedging transactions.

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123” (“SFAS 148”). SFAS 148 amends FASB Statement No. 123, “Accounting for Stock-Based Compensation” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS 148 were effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions became effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. Regent has adopted the annual and interim financial statement disclosure provisions of SFAS 148 and has reflected such disclosures in the Notes to Condensed Consolidated Financial Statements.

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, “Rescission of SFAS Nos. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” (“SFAS 145”). SFAS 145 rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” As a result, gains and losses from extinguishments of debt should be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30, “Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” (“APB 30”). Applying the provisions of APB 30 will distinguish transactions that are part of an entity’s recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. SFAS 145 also amends FASB Statement No. 13, “Accounting for Leases,” to eliminate inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers” and amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. The Company adopted this standard for lease transactions entered into after May 15, 2002 with no material impact. The provisions of SFAS 145 related to debt extinguishments were adopted on January 1, 2003, and were applied to the Company’s retirement of its old credit facility on June 30, 2003.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The performance of a radio station group, such as ours, is customarily measured by its ability to generate station operating income (formerly referred to as broadcast cash flow). The term “station operating income” means operating income (loss) before depreciation and amortization, corporate general and administrative expenses, impairment of goodwill and gain (loss) on sale of long-lived assets. Although station operating income is not a measure of performance calculated in accordance with generally accepted accounting principles, we believe that station operating income is a generally recognized measure of performance in the broadcasting industry that helps investors better understand radio station operations. Additionally, the Company and other media companies have consistently been measured by analysts and other investors on their ability to generate station operating income. Nevertheless, this measure should not be considered in isolation or as a substitute for operating income (loss), net income (loss), net cash provided by (used in) operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

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

Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include changes in general economic, business and market conditions, as well as changes in such conditions that may affect the radio broadcast industry or the markets in which we operate, including, in particular, the ongoing impact of the war on terrorism, increased competition for attractive radio properties and advertising dollars, fluctuations in the cost of operating radio properties, possible impairments of our goodwill and indefinite-lived intangible assets, our ability to manage our growth, our ability to integrate our acquisitions, and changes in the regulatory climate affecting radio broadcast companies, including uncertainties surrounding recent Federal Communication Commission rules regarding broadcast ownership limits. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q. If we do update one or more forward-looking statements, you should not conclude that we will make additional updates with respect to those or any other forward-looking statements.

RESULTS OF OPERATIONS

A comparison of the three and six months ended June 30, 2003 versus June 30, 2002 follows:

Comparison of three months ended June 30, 2003 to three months ended June 30, 2002

Our results from operations for the second quarter of 2003 showed significant increases over the same period of 2002, primarily due to the inclusion of the operations of the 12 radio stations purchased from Brill Media Company, LLC (the “Brill Stations”), which we began operating under a time brokerage agreement on September 11, 2002 and subsequently purchased on February 25, 2003, and to a lesser extent, the operation of five Evansville, Indiana stations under a time brokerage agreement from Clear Channel Broadcasting, Inc. (the “Evansville Stations”) which began on March 1, 2003. Net broadcast revenues in the second quarter of 2003 increased by 24.3%, from approximately $17.3 million in the second quarter of 2002 to approximately $21.5 million in the second quarter of 2003. The Brill Stations and Evansville Stations provided approximately $4.4 million of net revenue, while net revenue from the stations operated in both the current and prior year quarters decreased approximately $0.2 million. The decrease was due to a sluggish advertising environment. Station operating expenses increased 23.2%, from approximately $11.5 million in the second quarter of 2002 to approximately $14.1 million in the second quarter of 2003. Operating expenses for the Brill Stations and Evansville Stations were approximately $2.9 million for the quarter. Operating expenses were high as a percentage of net revenue for the Evansville Stations due to format and frequency changes implemented during the quarter to better position the stations for future revenue growth. Additionally, operating expenses for KKPL-FM in Ft. Collins, Colorado, operating under a local programming and marketing agreement since February 2003, contributed to the increase. Operating expenses for stations operated during the second quarter of both the current and prior years decreased by approximately $0.4 million during 2003. The decrease is primarily due to a reduction in discretionary spending in order to maintain earnings in a difficult advertising environment, along with reduced selling expenses due to lower revenues during the second quarter of 2003.

Depreciation and amortization expense increased 29.3%, from approximately $0.8 million in 2002 to $1.1 million in 2003. The increase is due primarily to the incremental depreciation for the Brill Stations acquired during the first quarter of 2003. Depreciation expense on four stations acquired in existing markets during the second and fourth quarters of 2002 also contributed to the increase.

Corporate general and administrative expense was approximately $1.6 million in the second quarter of 2003, compared to approximately $1.5 million in the second quarter of 2002. The increase was primarily the result of additional travel and communication related expenses due to the operation of the Brill Stations.

Interest expense increased from approximately $0.6 million during the second quarter of 2002, to approximately $1.5 million during the second quarter of 2003. On June 30, 2003, we incurred approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to our old credit facility. Excluding the effect of this write-off, interest expense decreased approximately $0.1 million, due primarily to a reduction in interest rates, offset partially by lower average debt levels during the second quarter of 2002. Our average debt level for the quarter ended June 30, 2003 was approximately $73.0 million, as compared to approximately $35.0 million for the same quarter of 2002.

Income tax expense was recorded at the federal statutory rate of 34%, and state income taxes, net of federal benefit, were recorded at a 4% rate for the second quarter of both 2003 and 2002.

Net income per common share was $0.04 for the second quarters of both 2003 and 2002.

While the acquisition of the Brill Stations and Evansville Stations have affected the comparability of our 2003 results from operations to those of 2002, we believe meaningful quarter-to-quarter comparisons can be made for results of operations for those markets in which we have been operating for five full quarters, excluding the results of barter transactions and any markets sold or held for sale. We believe that a same station presentation is important to investors as it provides a measure of performance of radio stations that were owned and operated by us in the second quarter of 2002 as well as the current year and eliminates the effect of acquisitions and dispositions on comparability. Additionally, barter has been excluded in this comparison, as it customarily results in volatility between quarters, although differences over the full year are not material. This group of comparable markets (the “same station group”) is currently represented by 12 markets and 61 radio stations. For the same station group for the three months ended June 30, 2003, as compared to the same period in 2002, our net broadcast revenues decreased 0.9% and station operating income increased by 1.5%. As revenues continued to be negatively impacted by the sluggish advertising environment, we implemented cost saving measures, primarily in the areas of sales and promotional expenses, to compensate.


		Quarter 2				%
Quarter 2 Same Station Data		2003		2002		Change

*Revenue*
Net broadcast revenue		$	21,453	$	17,262
Less:
Net results of barter transactions and stations not included in same station category			5,407		1,072

Same station broadcast revenue		$	16,046	$	16,190		(0.9	)%

*Station Operating Income*
Operating income		$	4,635	$	3,400
Plus:
	Depreciation and amortization		1,095		847
	Corporate general and administrative expenses		1,589		1,545

Less:
	Gain on sale of long-lived assets		1		—

Station operating income			7,318		5,792
Less:
Net results of barter transactions and stations not included in same station category			1,524		85

Same station operating income		$	5,794	$	5,707		1.5	%

Comparison of six months ended June 30, 2003 to six months ended June 30, 2002

Our results from operations for the first six months of 2003 were significantly higher than the same period of 2002, primarily due to the operations of the Brill Stations, and to a lesser extent, the Evansville Stations. Net broadcast revenues for the first six months of 2003 increased

by 26.2% over the same period in 2002, from approximately $30.2 million in 2002 to approximately $38.2 million in 2003. The Brill Stations and Evansville Stations contributed approximately $7.7 million to net revenue. The remainder of the increase was attributable to stations owned during the same period for both years. For the same period, station operating expenses increased 28.1%, from approximately $21.4 million in 2002 to approximately $27.4 million in 2003. Substantially all of the increase was due to the operations of the Brill Stations, the Evansville Stations and KKPL-FM in Ft. Collins, Colorado. Expenses were flat for the stations owned for the first six months of both 2003 and 2002.

Depreciation and amortization expense increased 21.7%, from approximately $1.7 million in 2002 to $2.0 million in 2003. The increase is due primarily to the incremental depreciation for the Brill Stations acquired during the first quarter of 2003. A full six months of depreciation expense on four stations acquired in existing markets during the second and fourth quarters of 2002 also contributed to the increase.

Corporate general and administrative expense was approximately $3.3 million for the first six months of 2003, compared to approximately $3.1 million for the same period of 2002. The increase was primarily the result of travel and communications related expenses due to the operation of the Brill Stations and increased professional fees related to implementation of the provisions of the Sarbanes-Oxley Act and the stockholders’ rights plan.

During the first quarter of 2002, we completed the sale of WGNA-AM in Albany, New York for $2.0 million in cash. We recorded a gain on the sale of long-lived assets of approximately $442,000 from the sale.

Interest expense increased from approximately $1.5 million for the first six months of 2002, to approximately $2.0 million for the same period of 2003. On June 30, 2003, we incurred approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to our old credit facility. Excluding the effect of this write-off, interest expense decreased approximately $0.5 million, due primarily to a reduction in interest rates.

Income tax expense was recorded at the federal statutory rate of 34%, and state income taxes, net of federal benefit, were recorded at a 4% rate for the first six months of 2003 and 2002.

Upon adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), we completed a transitional impairment analysis of our indefinite-lived FCC licenses and recorded an impairment loss of approximately $3.9 million, net of income tax benefit of approximately $2.4 million. Additionally, we completed the two-step transitional impairment analysis of goodwill and recorded an impairment loss of approximately $2.2 million, net of income tax benefit of approximately $1.4 million. These losses were recorded as a cumulative effect of accounting change during the first quarter of 2002.

Net income per common share before cumulative effect of accounting change for the first six months of both 2003 and 2002 was $0.04. The increase in operating income during 2003 was offset by the write-off of unamortized deferred finance costs related to our old credit facility.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents balance at June 30, 2003 was approximately $2.5 million compared to approximately $1.3 million at June 30, 2002. Net cash provided by operating

activities was approximately $3.8 million in 2003 compared to approximately $1.5 million in 2002. The change was due primarily to the increase in operating income during the first six months of 2003, primarily the result of the Brill Stations, which were operated during the first six months of 2003, and changes in the Company’s operating accounts. Net cash used in investing activities during the first six months of 2003 was approximately $65.0 million, compared to $3.9 million used in 2002. In 2003, we expended cash of approximately $62.6 million for the purchase of the Brill Stations and other acquisition related costs. Additionally, we paid an escrow deposit of approximately $0.4 million towards the purchase of two stations in Ft. Collins-Greeley, Colorado, and made capital expenditures of approximately $2.1 million. During the first six months of 2002, net proceeds of approximately $1.8 million received from the sale of WGNA-AM in Albany, New York were offset by cash outflows for acquisition-related costs of approximately $4.3 million and capital expenditures of approximately $1.4 million. Cash flows provided by financing activities for the first six months of 2003 were approximately $61.0 million. We had net borrowings of $63.5 million under our old credit facility, primarily to fund the purchase of the Brill Stations in February 2003. Borrowings under the new credit facility of $75.0 million were used to pay off the outstanding balance of approximately $73.0 million under the old credit facility, and to pay approximately $2.0 million in debt issuance costs related to the new credit facility. Cash was also expended to repurchase approximately $1.0 million of our common stock during the first six months of 2003. During the first six months of 2002, net cash provided by financing activities was approximately $2.0 million. Proceeds received from our April 2002 common stock offering were used to pay down borrowings under our old credit facility.

Sources of funds

During the first six months of 2003, our sources of cash totaled approximately $142.3 million and were derived primarily from a combination of borrowings under our new and old credit facilities and cash provided by operating activities.

On June 30, 2003, we entered into a new senior secured reducing credit agreement with a group of lenders to increase our borrowing capacity in anticipation of future acquisitions. The new credit facility provides for a maximum aggregate principal amount of $150.0 million, consisting of a senior secured revolving credit facility in the aggregate principal amount of $85.0 million and a senior secured term loan facility in the amount of $65.0 million. The new credit facility includes a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. We incurred approximately $2.0 million in financing costs related to the new credit facility, which are being amortized over the life of the facility using the effective interest method. The new credit facility is available for working capital and permitted acquisitions, including related acquisition costs. At June 30, 2003, we had borrowings under the new credit facility of $75.0 million, comprised of a $65.0 million term loan and $10.0 million of revolver borrowings, and available borrowings of $75.0 million, subject to the terms and conditions of the facility. The borrowings under the new credit facility were used to pay off outstanding indebtedness under the old credit facility and the financing costs related to the new credit facility. At June 30, 2003, we recorded approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to our old credit facility. At December 31, 2002, we had borrowings of approximately $11.0 million under our old credit facility.

The term loan and revolver commitment reduce over seven years beginning in 2004, as follows (in thousands):


	Revolver		Term Loan
December 31,	Commitment		Commitment

2003	$	85,000	$	65,000
2004		85,000		64,188
2005		81,175		60,450
2006		72,888		54,275
2007		60,350		44,363
2008		42,288		31,200
2009		21,463		15,600
2010		—		—

The letter of credit subfacility reduces over a five-year period beginning in 2006. The new credit facility also provides for an additional $100.0 million incremental loan facility, subject to the terms of the facility, which matures not earlier than six months after the maturity date of the new credit facility, and is also subject to mandatory reductions. Borrowings that are outstanding under the incremental loan facility after the original maturity date of the new credit facility may have different or additional financial or other covenants, and may be priced differently than the original term and revolving loans. Our ability to borrow amounts under this incremental loan facility expires June 30, 2006.

Under the new credit facility, we are required to maintain a maximum leverage ratio, minimum interest coverage ratio, and minimum fixed charge coverage ratio, as well as to observe negative covenants customary for facilities of this type. Additionally, we are required to enter into by December 31, 2003, and maintain for a two-year period from the date entered into, an interest rate protection agreement, providing interest rate protection for a minimum of one-half of the aggregate outstanding borrowings under the combined term loans and incremental term loans. Borrowings under the credit facility bear interest at a rate equal to, at our option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the new credit facility, which varies between 0.0% and 1.5% depending upon our consolidated leverage ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 1.5% and 3.0%, depending upon our consolidated leverage ratio. Borrowings under the new credit facility bore interest at an average rate of 2.86% at June 30, 2003, and borrowings under the old credit facility bore interest at an average rate of 2.67% at December 31, 2002. Our average interest rate for the six months ended June 30, 2003 and 2002 was 2.59% and 3.44%, respectively. We are required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the new credit facility. The underwriting commitment varies between 0.375% and 0.625% depending upon the amount of the new credit facility utilized and our consolidated leverage ratio. Our indebtedness under the new credit facility is collateralized by liens on substantially all of our assets and by a pledge of our operating and license subsidiaries’ stock and is guaranteed by these subsidiaries.

Uses of funds

During the first six months of 2003, we utilized our sources of cash primarily to: acquire radio stations and pay related acquisition costs and escrow deposits totaling approximately $63.0 million; repay borrowings of approximately $74.5 million under our old credit facility; pay approximately $2.0 million in debt issuance costs related to our new credit facility; repurchase shares of our common stock for approximately $1.0 million; and fund capital expenditures of approximately $2.1 million.

On February 25, 2003, we completed the acquisition of 12 radio stations from Brill Media Company, LLC and its related entities. We began providing programming and other services to the stations under a time brokerage agreement on September 11, 2002. The stations we acquired and the markets they serve are as follows:

The adjusted purchase price of these assets was approximately $63.6 million including acquisition costs of approximately $1.8 million, which we paid in cash and funded through borrowings under our credit facility.

During the first six months of 2003 we repaid approximately $74.5 million in borrowings under our old credit facility and paid approximately $2.0 million in debt issuance costs related to the new credit facility.

We funded capital expenditures of approximately $2.1 million during the first six months of 2003. The capital expenditures consisted primarily of facility and equipment upgrades and the consolidation of duplicate facilities in order to remain competitive and create cost savings over the long-term.

During the first six months of 2003, we repurchased 201,500 shares of our common stock at an average price of $4.92 per share, for a total cost of approximately $1.0 million. These shares were repurchased pursuant to our Board authorized stock buyback program.

Pending Sources and Uses of Funds

On January 10, 2003, we entered into an agreement to purchase substantially all of the assets of KKPL-FM and KARS-FM, serving the Fort Collins-Greeley, Colorado market from AGM-Nevada, L.L.C. for $7.75 million. The purchase price is payable in a combination of $5.0 million in cash and $2.75 million in Regent common stock, based on a per share price equal to the average daily closing price for the ten consecutive trading days ending on the second trading day immediately preceding the closing date. In the event the average share price for that period is less than $7.50 per share we may, at our sole discretion, reallocate the purchase price to increase the amount of cash consideration paid to up to 100% of the purchase price and correspondingly reduce the portion paid in Regent common stock. On February 1, 2003, we began providing programming and other services to KKPL-FM under a local programming and marketing

agreement. We have placed $387,500 in escrow to secure our obligations under this agreement. The FCC recently changed its rules concerning the ownership of multiple radio stations within the same local market. As a result of these rule changes, we may be unable to complete this transaction as it is currently structured, and cannot be certain when the FCC will decide whether, or on what terms, we may complete this transaction.

On February 27, 2003, we entered into an agreement with Clear Channel Broadcasting, Inc. and its affiliates (“Clear Channel”) to exchange our four stations (KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM) serving the Duluth, Minnesota market and $2.7 million in cash for Clear Channel’s five stations (WYNG-FM, WDKS-FM, WKRI-FM, WGBF-FM and WGBF-AM) serving the Evansville, Indiana market. On March 1, 2003, we began providing programming and other services to the Evansville stations, and Clear Channel began providing the same such services to the Duluth stations under time brokerage agreements. The FCC recently changed its rules concerning the ownership of multiple radio stations within the same local market. As a result of these rule changes, we may be unable to complete this transaction as it is currently structured, and cannot be certain when the FCC will decide whether, or on what terms, we may complete this transaction.

On March 19, 2002 we filed a Registration Statement on Form S-3 covering a combined $250.0 million of common stock, convertible preferred stock, depository shares, debt securities, warrants, stock purchase contracts and stock purchase units (the “Shelf Registration Statement”). The Shelf Registration Statement also covers debt securities that could be issued by one of our subsidiaries, and guarantees of such debt securities by us. We used approximately $78.8 million of the amounts available under the Shelf Registration Statement for our April 2002 offering of common stock.

We believe the net cash provided by operating activities and available borrowings under our new credit facility will be sufficient to complete our pending acquisitions and capital expenditures. After giving effect to all pending transactions, we estimate that outstanding borrowings under our new credit facility will be approximately $84.8 million, with available borrowings of approximately $65.2 million, subject to the terms and conditions of the new credit facility.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). SFAS 149 amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” and clarifies: (1) under what circumstances a contract with an initial net investment meets the characteristic of a derivative; (2) when a derivative contains a financing component; (3) amends the definition of an “underlying” to conform it to language used in FASB Interpretation No. 45; and (4) amends certain other existing pronouncements to obtain more consistent reporting of contracts as either derivatives or hybrid instruments. This statement is effective for contracts entered into or modified after June 30, 2003. At June 30, 2003, we did not employ any derivative or hedging transactions.

voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS 148 were effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions became effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. Effective January 1, 2003, we adopted the annual and interim financial statement disclosure provisions of SFAS 148 and have reflected such disclosures in our Notes to Condensed Consolidated Financial Statements.

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, “Rescission of SFAS Nos. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” (“SFAS 145”). SFAS 145 rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” As a result, gains and losses from extinguishments of debt should be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30, “Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB 30”). Applying the provisions of APB 30 will distinguish transactions that are part of an entity’s recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. SFAS 145 also amends FASB Statement No. 13, “Accounting for Leases,” to eliminate inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers” and amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. We adopted this standard for lease transactions entered into after May 15, 2002 with no material impact. The provisions of SFAS 145 related to debt extinguishments were adopted on January 1, 2003, and were applied to the retirement of our old credit facility on June 30, 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of interest rate changes as borrowings under our credit facility bear interest at variable interest rates. It is our policy to enter into interest rate transactions only to the extent considered necessary to meet our objectives. As of June 30, 2003 we have not employed any financial instruments to manage our interest rate exposure. Based on our exposure to variable rate borrowings at June 30, 2003, a one percent (1%) change in the weighted average interest rate would change our annualized interest expense by approximately $750,000.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls

and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. Therefore, no corrective actions were taken.

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental to the conduct of our business. Please see our Form 10-K for the year ended December 31, 2002 regarding the lawsuit filed against us relating to our initial public offering. In the opinion of our management, we are not a party to any lawsuit or legal proceeding that is likely to have a material adverse effect on our business or financial condition.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In May 2003, our Board of Directors declared a dividend distribution of one right for each outstanding share of Regent’s common stock, payable to stockholders of record on May 30, 2003. Each right, when exercisable, entitles the registered holder to purchase from Regent one-one thousandth of a share of Series J Junior Participating Preferred Stock at a price of $35 per one-one thousandth share, subject to adjustment. The rights expire at the close of business on May 30, 2013, unless earlier redeemed or exchanged by Regent, as described in the Rights Agreement.

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

The Regent Communications, Inc. 2003 Annual Meeting of Stockholders was held on May 14, 2003. At the Annual Meeting, stockholders were asked to vote upon the election of directors. As a result of the voting, our nine incumbent directors were re-elected to serve for an additional one-year term expiring at the next annual meeting of stockholders. The directors were elected as follows:


Name of Director	Shares Voted “FOR”		Shares Withheld

Terry S. Jacobs		43,124,725		1,514,342
William L. Stakelin		44,114,796		524,271
Joel M. Fairman		44,110,610		528,457
Hendrik J. Hartong, Jr.		42,525,669		2,113,398
William H. Ingram		43,697,850		941,217
R. Glen Mayfield		44,114,310		524,757
Richard H. Patterson		43,697,650		941,417
William P. Sutter, Jr.		44,114,210		524,857
John H. Wyant		44,114,110		524,957

ITEM 5. OTHER INFORMATION

On July 24, 2003, Timothy M. Mooney was appointed to Regent’s Board of Directors and chairman of the Audit Committee. Mr. Mooney is an independent director who most recently served as Executive Vice President, Chief Financial Officer and a director of Kendle International Inc. prior to his retirement in 2002. Mr. Mooney also serves on the Board of Winton Financial Corp. In conjunction with Mr. Mooney’s appointment, the Board also voted to increase the number of Directors serving the Company from nine to ten.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The exhibits identified as Part II Exhibits on the following Exhibit Index, which is incorporated herein by this reference, are filed or incorporated by reference as exhibits to Part II of this Form 10-Q.

(b) Reports on Form 8-K

On May 20, 2003 we filed a Report on Form 8-K to announce the declaration by Regent’s Board of Directors of a dividend distribution of one right for each outstanding share of the Company’s common stock as of May 30, 2003.

On May 12, 2003 we filed a Report on Form 8-K/A to amend our Report on Form 8-K dated March 11, 2003 to include the financial statements and pro forma financial information for the Brill Media Company, LLC acquisition required by Item 7, which were impracticable to provide at the time the Form 8-K was initially filed.

On May 5, 2003 we filed a Report on Form 8-K announcing financial results for the first quarter of 2003.

On April 10, 2003 we filed a Report on Form 8-K announcing the distribution of Regent’s Annual Report for the year ended December 31, 2002.

There were no other Form 8-K reports filed in the second quarter, although on July 1, 2003 we filed a report on Form 8-K announcing our new credit facility.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	REGENT COMMUNICATIONS, INC.

Date: August 13, 2003	By:	/s/ Terry S. Jacobs
		Terry S. Jacobs, Chairman of the Board
		and Chief Executive Officer

Date: August 13, 2003	By:	/s/ Anthony A. Vasconcellos
		Anthony A. Vasconcellos, Chief
		Financial Officer and Senior Vice President
		(Chief Accounting Officer)

EXHIBIT INDEX

The following exhibits are filed, or incorporated by reference where indicated, as part of Part II of this report on Form 10-Q:


EXHIBIT
NUMBER		EXHIBIT DESCRIPTION

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 September 30, 1999 and incorporated herein by this reference)

3(f)*		Certificate of Increase of Shares Designated as Series H Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(f) to the Registrant’s Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by this reference)

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EXHIBIT
NUMBER		EXHIBIT DESCRIPTION

3(g)*		Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series K Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on December 13, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(g) to Amendment No. 1 to the Registrants Form S-1 Registration Statement No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)

3(h)*		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent Communications, Inc. filed with the Delaware Secretary of State on March 13, 2002 (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. (previously filed as Exhibit 3(b) to Amendment No. 1 to the Registrant’s Form S-4 Registration Statement No. 333-46435 filed April 8, 1999 and incorporated herein by this reference).

3(i)*		Amendments to By-Laws of Regent Communications, Inc. adopted December 13, 1999 (previously filed as Exhibit 3(h) to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement No. 333-91703 filed December 29, 1999 and incorporated herein by this reference)

4(a)*		Credit Agreement dated as of June 30, 2003 among Regent Broadcasting, Inc., Regent Communications, Inc., Fleet National Bank, as Administrative Agent, Fleet National Bank, as Issuing Lender, US Bank, National Association, as Syndication Agent, Wachovia Bank, National Association and Suntrust Bank, as co-Documentation Agents, and the several lenders party thereto (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed July 1, 2003 and incorporated herein by this reference)

4(b)*		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)

31(a)		Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification

31(b)		Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification

32(a)		Chief Executive Officer Section 1350 Certification

32(b)		Chief Financial Officer Section 1350 Certification

Incorporated by reference.

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	•		WIOV-FM and WIOV-AM, serving the Lancaster-Reading, Pennsylvania market

	•		WKDQ-FM, WBKR-FM and WOMI-AM, serving the Evansville, Indiana and Owensboro, Kentucky markets

	•		KTRR-FM, KUAD-FM and KKQZ-FM (formerly a construction permit prior to commencing broadcast operations on November 1, 2002) serving the Ft. Collins-Greeley, Colorado market, and

	•		KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM, serving the Duluth, Minnesota market