UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2009

or

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

For the transition period from                      to                     

Commission file number 000-29079

TOWNSQUARE MEDIA, INC.,

F/K/A REGENT COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

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

2000 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (513) 651-1190

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

Title of each class		Name of each exchange on which registered
Common Stock, $.01 par value per share		None

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was $8,519,333 based upon the closing sale price of $0.25 on the Nasdaq Stock Market’s Global Market for that date. (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o

The number of new common shares of registrant outstanding as of May 14, 2010 was 1,000.

DOCUMENTS INCORPORATED BY REFERENCE

 

 

Cautionary Statement Concerning Forward-Looking Statements

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

Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements made in this Form 10-K include: changes in general economic, business and market conditions, as well as changes in such conditions that may affect the radio broadcast industry or the markets in which we operate, and nationally, including, in particular: increased competition for attractive radio properties and advertising dollars; increased competition from emerging technologies; fluctuations in the cost of operating radio properties; our ability to manage growth; our ability to effectively integrate our acquisitions; potential costs relating to stockholder demands; changes in the regulatory climate affecting radio broadcast companies; cancellations, disruptions or postponements of advertising schedules in response to national or world events; and our ability to maintain compliance with the terms of our credit agreement. Further information on other factors that could affect the financial results of Townsquare Media, Inc. is included in Townsquare Media’s other filings with the Securities and Exchange Commission (SEC). These documents are available free of charge at the SEC’s website at http://www.sec.gov and/or from Townsquare Media, Inc. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Form 10-K. 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.

TOWNSQUARE MEDIA, INC.

INDEX TO ANNUAL REPORT
ON FORM 10-K

		Page
Part I
Item 1 Business			4
Item 1A Risk Factors			26
Item 1B Unresolved Staff Comments			30
Item 2 Properties			30
Item 3 Legal Proceedings			31
Item 4 (Removed and Reserved)			31
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			32
Item 6 Selected Financial Data			34
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
Item 7A Quantitative and Qualitative Disclosures about Market Risk			56
Item 8 Financial Statements and Supplementary Data			57
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			97
Item 9A(T) Controls and Procedures			97
Item 9B Other Information			98
Part III
Item 10 Directors, Executive Officers and Corporate Governance			99
Item 11 Executive Compensation			109
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			117
Item 13 Certain Relationships and Related Transactions, and Director Independence			117
Item 14 Principal Accounting Fees and Services			118
Part IV
Item 15 Exhibits, Financial Statement Schedules			118
Exhibit 4(f)
Exhibit 4(g)
Exhibit 10(l)
Exhibit 10(m)
Exhibit 21
Exhibit 31(a)
Exhibit 31(b)
Exhibit 32(a)
Exhibit 32(b)

On May 3, 2010, Regent Communications, Inc. filed a Certificate of Amendment to Certificate of Incorporation of the Company with the Delaware Secretary of State to change its name from Regent Communications, Inc. to Townsquare Media, Inc. Townsquare Media, Inc. is a holding company. We own and operate our radio stations and hold our radio broadcast licenses in separate subsidiaries. In this report, when we use the term “Regent,” “Townsquare Media” or “the Company” and the pronouns “we,” “our” and “us,” we mean Townsquare Media, Inc. and all its subsidiaries, unless the context otherwise requires.

PART I

ITEM 1. BUSINESS.

General Development of Business

We are a radio broadcasting company historically focused on acquiring, developing and operating radio stations in mid-sized markets. Based on current economic conditions, our primary focus is on the efficient and profitable operation of our current radio station markets. We presently own 49 FM and 13 AM radio stations in 13 markets in Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan, Minnesota, New York, and Texas. Our assembled clusters of radio stations rank first or second in terms of revenue share in all of our markets that are ranked by BIA Publications, Inc. in their Investing in Radio 2009 Market Report, except in Albany, New York, Grand Rapids, Michigan and Buffalo, New York, where our clusters rank third. Our website is www.townsquaremedia.com.

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

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

	•		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.

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

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

Chapter 11 Reorganization

On March 1, 2010 (the “Petition Date”), the Company and its wholly owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware, Case No. 10-10632 (KG). From the period commencing on the Petition Date and through the Effective Date (as defined below), the Debtors operated their businesses and managed their properties as debtors-in-possession subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Chapter 11 Cases were jointly administered pursuant to an order of the Bankruptcy Court.

On March 22, 2010 the Debtors filed a First Amended Disclosure Statement and a First Amended Joint Plan of Reorganization with the Bankruptcy Court (the “Plan”). On April 12, 2010, the Bankruptcy Court entered an order confirming the Plan as modified by the Court’s order. On April 27, 2010 (the “Effective Date”) the Debtors satisfied all of the conditions of the Plan and emerged from the Chapter 11 Cases.

The following is a summary of the material terms of the Plan. The Plan provided for, among other things, a restructuring of: (i) approximately $192.6 million of senior indebtedness (excluding post-petition interest) outstanding under the Company’s Credit Agreement, dated as of November 21, 2006, among Regent Broadcasting, LLC, the Company, the lenders party thereto, Bank of America, N.A., as the administrative agent for the lenders, and the other agents party thereto (the “Prepetition Credit Agreement”); and (ii) approximately $12.1 million of indebtedness under interest rate swap agreements entered into in 2006 with Bank of America, N.A., Sun Trust Bank, and Bank of Montreal (the “Swap Agreements”). The Plan further provided for a payment in full of cash for general unsecured claims.

On the Effective Date, all outstanding shares of the Company’s common stock (approximately 42,311,471 shares on April 27, 2010) and all other equity interests were extinguished. Stockholders of record on the Effective Date were entitled to receive a pro rata share of transferred cash under the Plan of $5.5 million, or $0.13 per share, paid as soon as practicable after the Effective Date. In addition, on the Effective Date, the Company issued 100% of its new common stock, as reorganized under the Plan, to U.S. holders of first lien debt claims under the Prepetition Credit Agreement and the Swap Agreements, and warrants to purchase new common stock to non-U.S. holders of such claims, each on a basis pro rata to the amount of their claims.

Further, on the Effective Date, the Company and Regent Broadcasting, LLC (“Borrower”) entered into a Credit Agreement (the “Credit Agreement”) with General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as sole lead arranger and book runner, and a syndicate of certain financial institutions. The Credit Agreement provides for a term loan in an aggregate principal amount of $95,000,000 with a maturity date of April 27, 2014. The Credit Agreement provides for a revolving loan in an aggregate principal amount of up to $2,000,000 with a maturity date of April 27, 2012.

The Credit Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Regent Broadcasting, LLC (collectively, the “Guarantors”). The obligations under the Credit Agreement are secured by a first-priority lien (subject to certain permitted liens and exceptions) on substantially all of the tangible and intangible assets of Borrower and the Guarantors. The Credit Agreement contains customary covenants, which, among other things require Borrower and the Guarantors to meet certain financial tests and limit their ability to: incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and other covenants customary for such a credit facility.

On the Effective Date, the Company and Borrower also entered into a Subordinated Notes Agreement (the “Subordinated Notes Agreement”) with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. The Subordinated Notes Agreement provides for 12% Senior Subordinated PIK Notes in an initial aggregate principal amount of $25,000,000 with a maturity date of October 27, 2014. The entire unpaid principal balance of such subordinated notes shall bear interest at 12% per annum and interest shall only be paid-in-kind by being added to principal.

The Subordinated Notes Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Borrower. The Subordinated Notes Agreement contains customary covenants, which, among other things limit the ability of Regent Communications, Inc., Regent Broadcasting, LLC and their direct and indirect subsidiaries to incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and contains other customary covenants.

On April 28, 2010, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The Amended and Restated Certificate of Incorporation reduced the number of shares of stock which the Company is authorized to issue from 65,000,000 shares of new common stock, par value $0.01 per share to 1,000 shares of new common stock, par value $0.01 per share. The holders of the new common stock and warrants to purchase new common stock issued to them on the Effective Date exchanged those securities for interests in a new entity, Regent Holdings LLC, and Regent Holdings LLC became the sole owner of the new common stock of the Company.

On May 3, 2010, the Company further amended its Certificate of Incorporation to change its name from Regent Communications, Inc. to Townsquare Media, Inc.

FCC Licenses Post Reorganization

The consent of the FCC is required for the transfer of FCC licenses from the holders of those licenses as debtors-in-possession under the U.S. Bankruptcy Code to the reorganized entity upon emergence from bankruptcy proceedings. Such consent must be sought on a so-called “long form” application, and generally must be obtained prior to the licensee entity emerging from bankruptcy. In order to expedite the process of emergence, the Company filed so called “short form” applications with the FCC to seek consent for the assignment of our FCC licenses to a trust established to hold those licenses. A short form application is not subject to formal petitions to deny by third parties, and can be approved by the FCC on a more expedited basis than can a long form application.

The FCC granted our short form applications in April 2010, and on the Effective Date our FCC licenses, together with certain related assets, were assigned to the trust. At the same time we filed the short form applications, we also filed long form applications requesting FCC consent to the assignment of the FCC licenses to the Company following the Effective Date. The period during which formal petitions to deny may be filed against those applications has passed and we are not aware that any such petitions have been filed. Assuming that those long form applications are granted, we intend then to assign the FCC licenses from the trust to the Company. During the interim period, while the FCC licenses are held by the trust, the Company operates its radio stations pursuant to a time brokerage agreement with the trust. The trust is governed by a trust agreement with the Company, and the Company is the beneficiary of the trust. The trust is also under the continuing oversight of the U.S. Bankruptcy Court.

At the time the FCC licenses are assigned from the trust to the Company, two stations, KARS-FM in the Ft. Collins-Greeley, CO market, and KPEL-FM in the Lafayette, LA market, will be required to be divested to comply with FCC ownership rules. We have filed long form applications with the FCC to assign the licenses for those stations to a divestiture trust, which will hold and dispose of the assets of those stations for the benefit of the Company. The period during which formal petitions to deny may be filed with the FCC against those applications has passed and we are not aware that any such petitions have been filed.

Delisting of our Common Stock

At the close of trading on January 7, 2010, shares of our Common Stock were delisted from trading on The NASDAQ Global Market due to failure to maintain a closing bid price of at least $1.00 per share over 20 continuous trading days prior to such date.

Operating Strategy

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

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

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

Aggressive Sales and Marketing. We seek to maximize our share of local radio advertising revenue in each of our markets through aggressive sales and marketing initiatives. We provide extensive training through in-house sales and time management programs and independent consultants who hold frequent seminars and are available for consultation with our sales personnel. We emphasize regular, informal exchanges of ideas among our management and sales personnel across our various markets. We seek to maximize our revenue by utilizing sophisticated inventory management and pricing techniques to provide our sales personnel with frequent price adjustments based on regional and local market conditions. We further strengthen our relationship with some advertisers by offering the ability to create customer traffic through an on-site event staged at, and broadcast from, the advertiser’s business location. Prior to their acquisition, many of our acquired stations had underperformed in sales, due primarily to undersized sales staffs, inadequate training and lack of management oversight. Accordingly, we significantly expanded the sales forces of many of our acquired stations and instituted processes to increase awareness of and accountability for the achievement of established goals.

Cross-platform Sales. We believe the internet will be very beneficial to us as we continue to develop and rapidly expand our Interactive initiatives. To take advantage of the growth in internet advertising revenue, we are focusing on leveraging our strong radio station brands by selling internet advertising to existing radio advertising clients. This advertising can be either audio commercials running only on the online stream of our over-the-air broadcast, or advertising and sponsorships on our radio station websites. Additionally, we have begun selling internet advertising to advertisers who are not currently radio clients. Following a successful internet advertising campaign, these advertisers have a greater chance to be converted to radio clients. Thus, our focus on cross-platform sales not only provides additional advertising opportunities for our clients and additional revenue channels for Regent, but also provides additional opportunities to increase radio advertising revenue.

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

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

Active Cost Management. On an ongoing basis, corporate and market-level management monitor costs incurred in the operation of our broadcast markets. This oversight allows the Company to respond quickly to changes in national and local economic conditions, and to evaluate potential cost savings within each station cluster and implement appropriate cost control measures to optimize station operating performance.

Acquisition Strategy

Historically, our acquisition strategy has focused on expanding within our existing markets and entering into new mid-sized markets where we believe we can effectively execute our operating strategies. Although competition exists among potential purchasers for suitable radio station acquisitions throughout the United States, we believe that there is currently less competition in mid-sized markets, particularly since there is evidence that two other public mid-market consolidators have changed their focus to major markets. We integrate acquired stations into our existing operations in an effort to achieve operational cost savings. We have sold or will sell stations in different markets that did not or do not fit within our existing acquisition strategy. We may continue to evaluate opportunities to acquire suitable broadcast targets at acceptable prices in the future.

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

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

	•		greater revenue and station operating income diversity;
	•		improved station operating income through the consolidation of facilities and the elimination of redundant expenses;
	•		enhanced revenue by offering advertisers a broader range of advertising packages;
	•		improved negotiating leverage with various key vendors;
	•		enhanced appeal to top industry management talent; and
	•		increased overall scale, which should facilitate our capital raising activities.

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

	•		assess format quality and effectiveness so that we can refine 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.

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

We did not acquire or divest any of our radio stations during 2009 due to the recession and the overall decline in advertising revenues for radio stations generally and due to our default under our credit facility as of March 31, 2009, which substantially restricted our ability to make any acquisitions.

Station Portfolio

We currently own and operate 49 FM and 13 AM radio stations in 13 mid-sized markets. The following table sets forth information about the stations that we owned or operated at December 31, 2009.

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

	•		The abbreviation “MSA” in the table means the market’s rank among the largest metropolitan statistical areas in the United States.
	•		The abbreviation “REV” in the table means the ranking of the market by BIAfn’s estimate of 2009 market gross radio advertising revenues in the United States.
	•		In the Primary Demographic Target column, the letter “A” designates adults, the letter “W” designates women and the letter “M” designates men. The numbers following each letter designate the range of ages included within the demographic group.
	•		Station Cluster Rank by Market Revenue Share in the table is the ranking, by radio cluster market revenue, of each of our radio clusters in its market among all other radio clusters in that market.
	•		We obtained all metropolitan statistical area rank information, market revenue information and station cluster market rank information for all of our markets from Investing in Radio 2009 Market Report, published by BIA Publications, Inc.

	•		We obtained all audience share information from the Fall 2009 Radio Market Report published by The Arbitron Company, the radio broadcast industry’s principal ratings service. We derived station cluster audience share based on persons ages 12 and over, listening Monday through Sunday, 6:00 a.m. to 12:00 midnight.
	•		N/A indicates the market has no MSA rank and is not rated by Arbitron.

Station

Cluster

Station

Rank by

Cluster

Station

Primary

Market

12+

Radio Market/

MSA

REV

Programming

Demographic

Revenue

Audience

Station Call Letters

Rank

Rank

Format

Target

Share

Share

Albany, NY

63

58

3

16.0

WQBJ-FM

Adult Oriented Rock

M 18-49

WQBK-FM

Adult Oriented Rock

M 18-49

WBZZ-FM

Adult Contemporary

W 25-54

WGNA-FM

Country

A 25-54

WTMM-FM

Sports/Talk

M 25+

Bloomington, IL

241

185

1

27.8

WJBC-AM

News/Talk

A 35-54

WBNQ-FM

Hot Adult Contemporary

W 25-54

WBWN-FM

Country

A 25-54

WJBC-FM

News/Talk

A 35-54

WJEZ-FM

Adult Contemporary

W 25-54

Buffalo, NY

52

41

3

24.7

WYRK-FM

Country

A 25-54

WJYE-FM

Adult Contemporary

W 25-54

WBUF-FM

JACK Adult Hits

A 18-34

WBLK-FM

Urban AC

A 25-54

El Paso, TX

76

74

2

12.6

KSII-FM

Hot Adult Contemporary

W 18-49

KLAQ-FM

Rock

M 18-49

KROD-AM

News/Talk

A 35+

Evansville, IN

163

129

2

34.0

WKDQ-FM

Country

A 25-54

WJLT-FM

Oldies

A 35+

WDKS-FM

CHR

A 18-34

WGBF-FM

Active Rock

M 18-49

WGBF-AM

News/Talk

A 35+

Flint, MI

127

126

1

20.4

WCRZ-FM

Adult Contemporary

W 25-54

WWBN-FM

Active Rock

M 18-34

WFNT-AM

Adult Standards

A 35+

WRCL-FM

Rhythmic CHR

A 18-34

WQUS-FM

Classic Rock

A 25-54

WLCO-AM

Classic Country

A 35+

Ft. Collins-Greeley, CO.

120

158

1

15.6

KUAD-FM

Country

A 25-54

KTRR-FM

Adult Contemporary

W 25-54

KMAX-FM

Classic Hits

A 25-54

KKPL-FM

Hot AC

W 18-49

KARS-FM

Classic Rock

A 25-54

Station

Cluster

Station

Rank by

Cluster

Station

Primary

Market

12+

Radio Market/

MSA

REV

Programming

Demographic

Revenue

Audience

Station Call Letters

Rank

Rank

Format

Target

Share

Share

Grand Rapids, MI

67

66

3

17.0

WLHT-FM

Adult Contemporary

W 25-54

WGRD-FM

New Rock

M 18-49

WTRV-FM

Soft Adult Contemporary

W 35+

WNWZ-AM

Spanish

A 25-54

WFGR-FM

Classic Hits

A 35+

Lafayette, LA

105

95

1

28.4

KPEL-FM

News/Talk

A 35+

KTDY-FM

Adult Contemporary

W 25-54

KHXT-FM

Rhythmic CHR

A 18-34

KFTE-FM

Alternative

M 18-34

KMDL-FM

Country

A 25-54

KPEL-AM

Sports

M 35+

KROF-AM

Oldies

A 35+

Owensboro, KY

N/A

N/A

N/A

N/A

WOMI-AM

News/Talk

A 35+

WBKR-FM

Country

A 25-54

Peoria, IL

152

122

2

23.2

WVEL-AM

Gospel

A 35+

WGLO-FM

Classic Rock

M 25-54

WIXO-FM

Active Rock

A 18-34

WZPW-FM

Rhythmic CHR

A 18-34

WFYR-FM

Country

A 25-54

St. Cloud, MN

216

172

2

30.1

KMXK-FM

Hot Adult Contemporary

W 18-49

WWJO-FM

Country

A 25-54

WJON-AM

News/Talk

A 35+

KLZZ-FM

Classic Rock

M 25-54

KZRV-FM

Active Rock

M 18-34

KXSS-AM

Sports

M 35+

Utica-Rome, NY

164

209

1

37.4

WODZ-FM

Oldies

A 35+

WLZW-FM

Adult Contemporary

W 25-54

WFRG-FM

Country

A 25-54

WIBX-AM

News/Talk

A 35+

Advertising Sales

The majority of our revenue is generated from the sale of local, regional and national advertising for broadcast on our radio stations. In 2009, approximately 88% of our net broadcast revenue was generated from the sale of locally driven advertising. Additional broadcast revenue is generated from the sale of national advertising, network compensation payments and other miscellaneous transactions, including our Interactive initiative, which focuses on generating advertising revenues via the internet. The major categories of our advertisers include automotive, retail, telecommunications and entertainment.

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

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

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

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

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

Rates are generally highest during morning and afternoon commuting hours.

Competition

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

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

Although the radio broadcasting industry is highly competitive, some barriers to entry exist. The operation of a radio broadcast station requires a license from the FCC, and the number of radio stations that can operate in a given market is limited by the availability of FM and AM radio frequencies allotted by the FCC to communities in that market, as well as by the FCC’s rules and policies regulating the number of stations that may be owned or controlled by a single entity. A summary of certain of those rules and policies can be found under the heading Federal Regulation of Radio Broadcasting below.

Our stations compete for advertising revenue with other stations and with other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons and outdoor advertising. The radio broadcasting industry also is subject to competition from newer media technologies, such as the delivery of audio programming by cable or direct broadcast satellite television systems, by satellite-delivered digital audio radio service and by in-band digital audio broadcasting. A provider of satellite-delivered digital audio broadcasting delivers to nationwide and regional audiences, multi-channel, multi-format, digital radio services with sound quality equivalent to compact discs. Furthermore, terrestrial in-band digital audio broadcasting delivers multi-channel, multi-format programming in the same bands used by AM and FM broadcasters. The delivery of information through the internet also could become a significant form of competition, as could the development of non-commercial low-power FM radio stations that serve small, localized areas. We are currently focused on leveraging our strong radio brands to promote growth in our internet-based initiatives.

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

Employees

At April 27, 2010, we employed approximately 829 persons. None of our employees are covered by collective bargaining agreements. We consider our relations with our employees generally to be good.

Federal Regulation of Radio Broadcasting

Introduction. The radio broadcasting industry is subject to extensive and changing regulation of, among other things, program content, advertising content, technical operations and business and employment practices. Our ownership, operation, purchase and sale of radio stations is regulated by the FCC, which acts under authority derived from the Communications Act of 1934, as amended. Among other things, the FCC:

	•		assigns frequency bands for broadcasting;
	•		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.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies. Failure to observe these or other rules and policies can result in the imposition of various sanctions, including fines, the grant of abbreviated license renewal terms or, for particularly egregious violations, the denial of a license renewal application, the revocation of a license or the denial of FCC consent to acquire additional radio stations. The summary is not a comprehensive listing of all of the regulations and policies affecting radio stations. For further information concerning the nature and extent of federal regulation of radio stations, you should refer to the Communications Act, FCC rules and FCC public notices and rulings.

License Grant and Renewal. Radio stations operate under renewable broadcasting licenses that are ordinarily granted by the FCC for maximum terms of eight years. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. During the periods when renewal applications are pending, petitions to deny license renewals can be filed by interested parties, including members of the public. The FCC is required to hold hearings on a station’s renewal application if a substantial or material question of fact exists as to whether the station has served the public interest, convenience and necessity. If, as a result of an evidentiary hearing, the FCC determines that the licensee has failed to meet certain requirements and that no mitigating factors justify the imposition of a lesser sanction, then the FCC may deny a license renewal application. Historically, FCC licenses have generally been renewed. We are not currently aware of any facts that we anticipate would prevent the renewal of any of our licenses to operate our radio stations, although we cannot assure you that all of our licenses will be renewed.

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

The minimum and maximum facilities requirements for an FM station — and therefore the size of the area its signal will serve — are determined by its class. FM class designations depend upon the geographic zone in which the transmitter of the FM station is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 and C. In addition, the FCC under certain circumstances subjects Class C FM stations that do not satisfy a certain antenna height requirement to an involuntary downgrade in class to Class C0.

The following table sets forth the market, call letters, FCC license classification, antenna height above average terrain (HAAT), power and frequency of each of the stations that are owned or operated by us, and the date on which each station’s FCC license expires. Pursuant to FCC rules and regulations, many AM radio stations are licensed to operate at a reduced power during the nighttime broadcasting hours, which can result in reducing the radio station’s coverage during the nighttime hours of operation. Both daytime and nighttime power ratings are shown, where applicable. For FM stations, the maximum effective radiated power in the main lobe is given.

Expiration

Date of

Station Call

FCC

HAAT in

Power in

FCC

Market

Letters

Class

Meters

Kilowatts

Frequency

License

Albany, NY

WQBJ-FM

B

150

50.0

103.5 MHz

06/01/14

WQBK-FM

A

92

6.0

103.9 MHz

06/01/14

WBZZ-FM

B1

187

7.1

105.7 MHz

06/01/14

WGNA-FM

B

300

12.5

107.7 MHz

06/01/14

WTMM-FM

A

107

5.0

104.5 MHz

06/01/14

Expiration

Date of

Station Call

FCC

HAAT in

Power in

FCC

Market

Letters

Class

Meters

Kilowatts

Frequency

License

Bloomington, IL

WJBC-AM

C

N/A

1.0

1230 kHz

12/01/12

WBNQ-FM

B

142

50.0

101.5 MHz

12/01/12

WBWN-FM

B1

100

25.0

104.1 MHz

12/01/12

WJBC-FM

B1

144

12.0

93.7 MHz

12/01/12

WJEZ-FM

A

149

1.3

98.9 MHz

12/01/12

Buffalo, NY

WYRK-FM

B

142

50.0

106.5 MHz

06/01/14

WJYE-FM

B

154

47.0

96.1 MHz

06/01/14

WBUF-FM

B

195

76.0

92.9 MHz

06/01/14

WBLK-FM

B

154

47.0

93.7 MHz

06/01/14

El Paso, TX

KSII-FM

C

433

100.0

93.1 MHz

08/01/13

KLAQ-FM

C

424

100.0

95.5 MHz

08/01/13

KROD-AM

B

N/A

5.0

600 kHz

08/01/13

Evansville, IN

WKDQ-FM

C

300

100.0

99.5 MHz

08/01/12

WDKS-FM

A

100

6.0

106.1 MHz

08/01/12

WJLT-FM

B

150

50.0

105.3 MHz

08/01/12

WGBF-FM

A

138

3.2

103.1 MHz

08/01/12

WGBF-AM

B

N/A

5.0 daytime 1.0 night

1280 kHz

08/01/12

Flint, MI

WCRZ-FM

B

101

50.0

107.9 MHz

10/01/12

WWBN-FM

A

149

1.8

101.5 MHz

10/01/12

WFNT-AM

B

N/A

5.0 daytime 1.0 night

1470 kHz

10/01/12

WRCL-FM

A

133

3.5

93.7 MHz

10/01/12

WQUS-FM

A

91

3.0

103.1 MHz

10/01/12

WLCO-AM

B

N/A

5.0 daytime

1530 kHz

10/01/12

Ft. Collins-Greeley, CO

KUAD-FM

C1

255

100.0

99.1 MHz

04/01/13

KTRR-FM

C2

234

17.0

102.5 MHz

04/01/13

KMAX-FM

C3

168

8.7

94.3 MHz

04/01/13

KKPL-FM

C2

150

50.0

99.9 MHz

10/01/13

KARS-FM1

C

372

100.0

102.9 MHz

10/01/13

Expiration

Date of

Station Call

FCC

HAAT in

Power in

FCC

Market

Letters

Class

Meters

Kilowatts

Frequency

License

Grand Rapids, MI

WLHT-FM

B

168

40.0

95.7 MHz

10/01/12

WGRD -FM

B

180

13.0

97.9 MHz

10/01/12

WTRV-FM

A

92

3.5

100.5 MHz

10/01/12

WNWZ -AM

D

N/A

1.0 daytime .048 night

1410 kHz

10/01/12

WFGR-FM

A

150

2.75

98.7 MHz

10/01/12

Lafayette, LA

KMDL-FM

C2

171

38.0

97.3 MHz

06/01/12

KHXT-FM

C1

263

100.0

107.9 MHz

06/01/12

KFTE-FM

C2

163

42.0

96.5 MHz

06/01/12

KTDY-FM

C

300

100.0

99.9 MHz

06/01/12

KPEL-FM2

C3

89

25.0

105.1 MHz

06/01/12

KPEL-AM

B

N/A

1.0 daytime

1420 kHz

06/01/12

0.75 night

KROF-AM

D

N/A

1.0 daytime

960 kHz

06/01/12

.095 night

Owensboro, KY

WOMI-AM

C

N/A

0.83

1490 kHz

08/01/12

WBKR-FM

C

320

91.0

92.5 MHz

08/01/12

Peoria, IL

WGLO-FM

B1

189

7.0

95.5 MHz

12/01/12

WZPW-FM

B1

114

19.0

92.3 MHz

12/01/12

WVEL-AM

D

N/A

5.0 daytime

1140 kHz

12/01/12

WFYR-FM

B1

103

23.5

97.3 MHz

12/01/12

WIXO-FM

B

169

32.0

105.7 MHz

12/01/12

St. Cloud, MN

KMXK-FM

C2

150

50.0

94.9 MHz

04/01/13

WJON-AM

C

N/A

1.0

1240 kHz

04/01/13

WWJO-FM

C

305

100.0

98.1 MHz

04/01/13

KZRV-FM

C2

138

50.0

96.7 MHz

04/01/13

KLZZ-FM

C3

126

9.0

103.7 MHz

04/01/13

KXSS-AM

B

N/A

2.5 daytime

1390 kHz

04/01/13

1.0 night

Utica-Rome, NY

WODZ-FM

B1

184

7.4

96.1 MHz

06/01/14

WLZW-FM

B

201

25.0

98.7 MHz

06/01/14

WFRG-FM

B

151

100.0

104.3 MHz

06/01/14

WIBX-AM

B

N/A

5.0

950 kHz

06/01/14

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

	•		compliance with the various rules limiting common ownership of media properties in a given market;
	•		the character of the licensee and those persons holding attributable interests in the licensee; and
	•		compliance with the Communications Act’s limitations on alien ownership as well as compliance with other FCC regulations and policies.

To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. If the application involves a substantial change in ownership or control, the application must be placed on public notice for not less than 30 days during which time petitions to deny or other objections against the application may be filed by interested parties, including members of the public. Once the FCC grants an application, interested parties may seek reconsideration of that grant for 30 days, after which time the FCC may for another ten days reconsider the grant on its own motion. These types of petitions are filed from time to time with respect to proposed acquisitions. Informal objections to assignment and transfer of control applications may be filed at any time up until the FCC acts on the application. If the application does not involve a substantial change in ownership or control, it is a pro forma application. The pro forma application is nevertheless subject to having informal objections filed against it. When passing on an assignment or transfer application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer of the broadcast license to any party other than the assignee or transferee specified in the application.

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

	•		in markets with 45 or more radio stations, ownership is limited to eight commercial stations, no more than five of which can be either AM or FM;
	•		in markets with 30 to 44 radio stations, ownership is limited to seven commercial stations, no more than four of which can be either AM or FM;
	•		in markets with 15 to 29 radio stations, ownership is limited to six commercial stations, no more than four of which can be either AM or FM; and
	•		in markets with 14 or fewer radio stations, ownership is limited to five commercial stations or no more than 50.0% of the market’s total, whichever is lower, and no more than three of which can be either AM or FM.

In 2003, the FCC changed the methodology by which it defines a particular radio market and counts stations to determine compliance with the radio multiple ownership restrictions. Those new rules generally result in parties being able to own fewer radio stations in Arbitron-rated markets than was the case under the previous rules. The FCC’s new rules also provide that parties who own groups of radio stations that comply with the previous multiple ownership rules, but do not comply with the new rules, will be allowed to retain those groups on a “grandfathered” basis, but will not be allowed to transfer or assign those groups intact unless such transfer or assignment is to certain eligible “small businesses,” or to a buyer which commits to transfer the excess stations in the group to a small business, either directly or through a trust, within one year after the acquisition. As a result of these rules, the Company ultimately will be required to divest an FM station in each of the Ft. Collins-Greeley, CO and Lafayette, LA markets. In June 2004, the United States Court of Appeals for the Third Circuit remanded to the FCC for further justification or modification the FCC’s decision to retain the numerical limits on local radio ownership set forth above. In July 2006, the FCC released a Further Notice of Proposed Rulemaking (the “FNPRM”) seeking public comment on, among other things, how the FCC should address the Court’s concerns regarding those numerical limits. Pending action on such remand, the FCC has continued to apply the numerical limits set forth above.

In addition to limits on the number of radio stations that a single owner may own in a particular geographic market, the FCC also has cross-ownership rules that limit or prohibit radio station ownership by the owner of television stations or a newspaper in the same market. The FCC’s radio/television cross-ownership rules permit a single owner to own up to two television stations, consistent with the FCC’s rules on common ownership of television stations, together with one radio station in all markets. In addition, an owner will be permitted to own additional radio stations, not to exceed the local radio ownership limits for the market, as follows:

	•		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.

A media voice includes each independently-owned, full power television and radio station and each daily newspaper, plus one voice for all cable television systems operating in the market.

In addition to the limits on the number of radio stations and radio/television combinations that a single owner may own, the FCC generally prohibits common ownership of a broadcast station and a daily newspaper in the same geographic market. However, a party generally is permitted to own one major newspaper and one radio station in a market which is among the 20 largest television markets in the United States. In addition, newspaper-radio cross ownership may be permitted in certain cases involving a failed or failing newspaper or station.

As part of its 2003 order on broadcast ownership, the FCC adopted new rules which would eliminate television-radio cross ownership restrictions in markets with four or more television stations. Under these new rules, cross ownership among radio and television stations would not be permitted in markets with fewer than four television stations and would not be restricted in markets with nine or more television stations. The Third Circuit Court of Appeals has remanded certain aspects of these rules to the FCC for further justification or modification, and these new rules have been stayed by the Court pending the Court’s review of the FCC’s action on remand. In the July 2006 FNPRM, the FCC sought comment on how to address the issues regarding cross ownership that were remanded by the Court. In the meantime, the FCC has continued to apply its previous rules regarding cross ownership.

The FCC generally applies its ownership limits to attributable interests held by an individual, corporation, partnership or other association. In the case of corporations directly or indirectly controlling broadcast licenses, the interests of officers, directors, and those who, directly or indirectly, have the right to vote 5.0% or more of the corporation’s voting stock are generally attributable. However, certain passive investors are attributable if they hold 20.0% or more of the corporation’s voting stock. In addition, the interests of minority shareholders in a corporation generally are not attributable if a single entity or individual holds 50% or more of that corporation’s voting stock.

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

Alien Ownership Rules. The Communications Act prohibits the issuance or holding of broadcast licenses by persons who are not U.S. citizens, whom the FCC rules refer to as “aliens,” including any corporation if more than 20.0% of its capital stock is owned or voted by aliens. In addition, the FCC may prohibit any corporation from holding a broadcast license if the corporation is controlled by any other corporation of which more than 25.0% of the capital stock is owned of record or voted by aliens, if the FCC finds that the prohibition is in the public interest.

Time Brokerage. It is not uncommon for radio stations to enter into what are commonly referred to as time brokerage agreements or local marketing agreements. While these agreements may take varying forms, under a typical time brokerage agreement, separately-owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with the FCC’s rules and policies. Under these arrangements, separately-owned stations could agree to function cooperatively in programming, advertising sales and similar matters, subject to the requirement that the licensee of each station maintain independent control over the programming and operations of its own station. One typical type of time brokerage agreement is a programming agreement between two separately-owned radio stations serving a common service area, whereby the licensee of one station provides substantial portions of the broadcast programming for airing on the other licensee’s station, subject to ultimate editorial and other controls being exercised by the latter licensee, and sells advertising time during those program segments.

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

Radio stations may also enter into what are commonly known as joint sales agreements. In a typical joint sales agreement, separately owned and licensed stations agree to enter into cooperative arrangements involving the sale of advertising time and the collection of proceeds from such sales, but involving none or only a limited amount of programming time. Such arrangements are subject to compliance with the requirements of the antitrust laws and the FCC’s rules and policies. A radio station that sells more than 15.0% of the weekly advertising time of another station serving the same market is considered to have an attributable interest in that other station.

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

Stations also must pay regulatory and application fees and follow various FCC rules that regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, employment practices, technical operations, including limits on human exposure to radio frequency radiation, and obscene and indecent broadcasts. In June 2006, the FCC sent two letters to us regarding allegations of indecent material having been broadcast on two separate occasions on station KLAQ-FM in El Paso, Texas. We have responded to both letters, but are unable to predict what, if any, action the FCC may take with respect to these matters. In addition, a former employee of the Company has sent numerous e-mail messages to the FCC alleging that KLAQ-FM has aired indecent programming, and to the FCC and the Department of Justice alleging that KLAQ-FM has aired cigarette advertisements in violation of federal law. Although the Company is not aware that any investigation or enforcement action has been undertaken by the FCC or Department of Justice with respect to these matters, we are unable to predict what, if any actions, these agencies may take.

The FCC has adopted rules prohibiting employment discrimination by broadcast stations on the basis of race, religion, color, national origin, and gender; and requiring broadcasters to implement programs to promote equal employment opportunities at their stations. The rules generally require broadcasters to widely disseminate information about full-time job openings to all segments of the community to ensure that all qualified applicants have sufficient opportunity to apply for the job, to send job vacancy announcements to recruitment organizations and others in the community indicating an interest in all or some vacancies at the station, and to implement a number of specific longer-term recruitment “outreach” efforts, such as job fairs, internship programs, and interaction with educational and community groups. Broadcasters must also file reports with the FCC detailing outreach efforts, periodically certify their compliance with the Equal Employment Opportunity rules, and file certain reports in their public files and with the FCC. The applicability of these policies to part-time employment opportunities is the subject of a pending further rule making proceeding.

FCC decisions hold that a broadcast station may not deny a candidate for federal political office a request for broadcast advertising time solely on the grounds that the amount of time requested is not the standard length of time which the station offers to its commercial advertisers. This policy has not had a material impact on our programming and commercial advertising operations, but the policy’s future impact is uncertain.

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

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

The FCC has selected In-Band On-Channel ™ as the exclusive technology for terrestrial digital operations by AM and FM radio stations. The FCC has authorized commencement of “hybrid” In-Band On-Channel ™ transmissions, that is, simultaneous broadcast in both digital and analog format, including multiple digital channels. The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality and the ability to offer a greater variety of auxiliary services. In-Band On-Channel ™ technology permits a station to transmit radio programming in both analog and digital formats, and eventually in digital only formats, using the bandwidth that the radio station is currently licensed to use. We use In-Band On-Channel ™ digital technology to broadcast digitally on certain of our radio stations. It is unclear, however, what future impact the introduction of digital broadcasting will have on the markets in which we compete.

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

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

Federal Antitrust Considerations. The Federal Trade Commission and the United States Department of Justice, which evaluate transactions to determine whether those transactions should be challenged under the federal antitrust laws, may investigate certain radio station acquisitions. We cannot predict the outcome of any specific Federal Trade Commission or Department of Justice investigation. Any decision by the Federal Trade Commission or Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms.

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

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

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

Access to Information

Until April 30, 2010, our internet site (www.regentcomm.com) made available free of charge to interested parties our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments to those reports, as well as all other reports and schedules we file electronically with the Securities and Exchange Commission (the “Commission”), as soon as reasonably practicable after such material is electronically filed with or furnished to the Commission. Interested parties may also find reports, proxy and information statements and other information on issuers that file electronically with the Commission at the Commission’s internet site (http://www.sec.gov).

ITEM 1A. RISK FACTORS.

We Were in Default Under Our Prepetition Credit Agreement Which Led to Our Reorganization Under Chapter 11 and the Cancellation of Our Common Stock. Our Common Stock No Longer Trades.

The Report of Independent Registered Public Accounting Firm issued by our auditors relating to our financial statements for the period ended December 31, 2008 contained an explanatory paragraph regarding uncertainty in our ability to continue as a going concern. Under the terms of our Prepetition Credit Agreement, any audit report containing such going concern language constituted a default. On April 1, 2009, our lenders notified us that a default had occurred, that no further borrowings could be made under the credit agreement until the default was remedied, and that we had thirty days to cure such default. We did not cure such default nor have we sought or obtained any forbearance agreement that would limit our lenders rights and/or remedies with respect to our default. Accordingly, our lenders imposed a default rate of interest and could at any time have accelerated the maturity of our outstanding debt to become immediately payable, and/or exercise other rights and remedies available to the lenders under the terms of the credit agreement including, without limitation, the right to foreclose on the collateral securing our indebtedness. Our indebtedness under the Prepetition Credit Agreement was secured by a lien on substantially all of our assets and of our subsidiaries and by a pledge of our operating and license subsidiaries’ stock, and was further supported by guarantees from our subsidiaries.

On March 1, 2010, we along with our subsidiaries, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, along with a proposed Plan of Reorganization that would extinguish all of our common stock and provide for a distribution to our stockholders of $0.13 per share. On April 12, 2010, the Bankruptcy Court hearing our case issued an order confirming our Plan, as amended, and on April 27, 2010 our Plan went effective and all of our common stock and other equity interests were cancelled. Stockholders of record on April 26, 2010 are entitled to receive $0.13 per share, and distribution of that amount is expected to occur in early to mid May 2010 through our transfer agent. All trading in our common stock ceased as of the close of business on April 26, 2010 and our symbol “RGCIQ.PK” was retired.

RISKS RELATED TO OUR OPERATIONS

We Face Many Unpredictable Business Risks That Could Have a Material Adverse Effect on Our Future Operations.

Our operations are subject to many business risks, including certain risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on our business. These include:

	•		changing economic conditions, both generally and relative to the radio broadcasting industry;
	•		shifts in population, listenership, demographics, or audience tastes;
	•		the level of competition for advertising revenues with other radio stations, satellite radio, television stations, newspapers, internet-based media, and other communications media;
	•		technological changes and innovations;
	•		the potential future imposition of fees or charges specific to the broadcasting industry; and
	•		changes in governmental regulations and policies and actions of federal regulatory bodies, including the U.S. Department of Justice, the Federal Trade Commission, and the Federal Communications Commission (FCC).

Given the inherent unpredictability of these variables, we cannot with any degree of certainty predict what effect, if any, these risks will have on our future operations.

Adverse Economic Conditions Have Caused a Decline in Client Spending Which Has Adversely Affected Our Business and Financial Performance.

Our operating results continue to be impacted by the health of the national economy and the local economies in which we operate. Our business and financial performance, including the collection of our accounts receivable, have been and may continue to be adversely affected by current and future economic conditions (including a reduction in the availability of credit, the potential for higher energy costs, and financial market volatility) which have caused a decline in client spending. Additionally, declines in the financial health of specific industries that routinely advertise on our stations, such as the automotive sector, have negatively impacted our business, and could continue to do so in the future.

We May Lose Key Personnel.

Our business depends upon the continued efforts, abilities and expertise of our employees. These adverse effects could include the impairment of our ability to execute our operating and acquisition strategies and a decline in our standing in the radio broadcast industry.

We also employ several on-air personalities with large loyal audiences in their individual markets. The loss of one or more of these personalities could result in a loss of audience share in that particular market.

An Economic Downturn in Any of Our Significant Markets Could Adversely Affect Our Revenue and Cash Flow.

Our stations are located in 13 markets. A significant decline in net broadcasting revenue from our stations in any of our significant markets could have a material adverse effect on our operations and financial condition.

Our Results of Operations Have Been and May Continue to Be Adversely Affected by a General Deterioration in Economic Conditions.

We derive substantially all of our revenue from the sale of advertising time on our radio stations. Generally, advertising tends to decline during economic recessions or downturns. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets is directly affected by local or regional economic conditions. The current downturn in the U.S. economy has had a negative effect on our financial condition and results of operations, and could continue to negatively affect us for the foreseeable future.

Our Acquisition Strategy May Not Be Successful.

Historically we have looked to acquisitions to enhance our growth. Our growth strategy includes acquiring new stations in mid-sized markets. This strategy is subject to a variety of risks, including the:

•

potential inability to obtain financing for acquisitions;

•

reduction in the number of suitable acquisition targets resulting from continued industry consolidation;

•

state of general broadcast industry valuations;

•

inability to negotiate definitive purchase agreements on satisfactory terms;

•

current adverse credit conditions;

•

inability to sell any under-performing station; and

•

failure or unanticipated delays in completing acquisitions due to difficulties in obtaining required regulatory approvals.

If we are unable to grow as planned, we may not be able to compete successfully with larger broadcasting companies and other media. Additionally, in the event that the operations of a newly acquired business do not meet our expectations, we may be required to write-off the value of some or all of the assets of the new business. The success of our completed acquisitions will depend on our ability to effectively integrate the acquired stations into our existing portfolio. Integration of acquisitions involves numerous risks, including difficulties in integration of operations, systems and management of a large and geographically diverse group of stations, the potential loss of key personnel at acquired stations, and the diversion of management’s attention from other business concerns during periods of integration.

We May Lose Audience Share and Advertising Revenue Due to Competition.

Our radio stations compete with other radio stations in each market for audience share and advertising revenue. Our advertising revenue primarily depends upon our stations’ audience share in the demographic groups targeted by our advertisers. Audience ratings and market shares are subject to change, and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market. While we already compete in some of our markets with other stations with similar programming formats, if a competing station converts to a format similar to that of one of our stations, or if one of our competitors strengthens its operations, our stations could suffer a reduction in ratings and/or advertising revenue, and could incur increased promotional and other expenses. Other radio companies which are larger and have more financial resources may also enter our markets. Although we believe our stations are well-positioned to compete, we cannot assure that our stations will maintain or increase their current ratings or advertising revenue.

We also compete with other media, such as satellite-delivered digital audio radio, television, newspapers, direct mail, outdoor advertising, and internet-based media for advertising revenue. A loss of audience share to these media, or the introduction of new media competitors, could result in the inability to grow our advertising revenue, or decreased advertising revenue for us.

We Are Subject to Competition From New Technologies That May Affect Our Broadcasting Operations.

Our radio stations are subject to rapid technological change, evolving industry standards, and the emergence of competition from new media technologies and services. Various new media technologies and services have been introduced, or are being developed, including:

•

satellite-delivered digital audio radio service, which has resulted in the introduction of new subscriber-based satellite radio services with numerous niche formats;

•

audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, internet content providers and other digital audio broadcast formats;

•

in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;

•

low-powered FM radio, which could result in additional FM radio broadcast outlets; and

•

MP3 players and other personal audio systems that create new ways for individuals to listen to music and other content of their own choosing.

We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations. We continue to monitor technological changes and advances that could potentially have an impact on our business.

RISKS RELATED TO REGULATION

We Are Subject to Extensive and Changing Federal Regulation.

Our business is dependent upon maintaining our broadcasting licenses issued by the FCC, which are issued currently for a maximum term of eight years. Our broadcasting licenses will expire between 2012 and 2014. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that our pending or future renewal applications will be approved, or that such renewals will not include conditions or qualifications that could adversely affect our operations. The non-renewal or renewal with substantial conditions or modifications of one or more of our licenses could have a material adverse effect on us.

We must also comply with the extensive FCC regulations and policies in the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to complete future transactions and in certain circumstances could require us to divest some radio stations. The FCC’s rules also limit our ability to transfer our radio stations in certain markets as a group to a single buyer. Additionally, these FCC regulations could change over time and we cannot assure you that those changes would not have a material adverse affect on us.

Enforcement by the FCC of its Indecency Rules Could Adversely Impact Our Business.

FCC rules prohibit the broadcast of “obscene” material at any time, and of “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. Over the past several years, the FCC has increased its enforcement efforts with respect to these rules. In addition, recent legislation has substantially increased the penalties for broadcasting indecent material (up to $325,000 per incident). Broadcasters may also be subject to other penalties for the broadcast of obscene or indecent material, including revocation or non-renewal of their licenses. We may become subject to inquiries or proceedings regarding our stations’ broadcast of allegedly obscene or indecent material. To the extent any such proceeding results in the imposition of fines, a settlement with the FCC, or revocation or non-renewal of any of our licenses, our business could be adversely impacted.

We Could Experience Delays in Expanding Our Business Due to Antitrust Laws and Other Regulatory Considerations.

Although part of our growth strategy is the acquisition of additional radio stations, we may not be able to complete all the acquisitions that we agree to make. The Federal Trade Commission, the United States Department of Justice and the FCC carefully review proposed transactions under their respective regulatory authority, focusing, among other things, on the effects on competition, the number of radio stations and other media outlets owned in a market, and compliance with federal antitrust and communications laws and regulations. Any delay, prohibition or modification required by these regulatory authorities could adversely affect the terms of a proposed transaction or could require us to abandon an otherwise attractive opportunity. We have experienced delays from time to time in connection with some of our acquisitions. Additionally, we may be unable to maximize our profit when selling properties that no longer fit in our strategy, due to the same such regulations imposed upon our competitors.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

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

We currently own studio facilities in Burton (Flint), Michigan; Lafayette, Louisiana; Peoria, Illinois; St. Cloud, Minnesota; Marcy (Utica-Rome), New York; Colonie (Albany), New York; Owensboro, Kentucky; Windsor (Ft. Collins-Greeley), Colorado; Evansville, Indiana; and Bloomington and Pontiac (Bloomington), Illinois. We own transmitter and antenna sites in Burton, Otisville, Millington and Lapeer (Flint), Michigan; Rice, Stearns County and Graham Township (St. Cloud), Minnesota; Whitesboro, Deerfield and Kirkland (Utica-Rome), New York; El Paso, Texas; Tazewell and Peoria Counties (Peoria), Illinois; Lafayette and Abbeville (Lafayette), Louisiana; Bethlehem and Palatine (Albany), New York; Grand Rapids and Comstock Park (Grand Rapids), Michigan; Utica and Henderson (Owensboro), Kentucky; Windsor (Ft. Collins-Greeley), Colorado; and Evansville, Indiana. We lease our remaining studio and office facilities, including corporate office space in Cincinnati, Ohio and Covington, Kentucky, and our remaining transmitter and antenna sites. We do not anticipate any difficulties in renewing any facility leases or in leasing alternative or additional space, if required. We own substantially all of our other equipment, consisting principally of transmitting antennae, towers, transmitters, studio equipment and general office equipment. Our buildings and equipment are suitable for our operations and generally in good condition, although opportunities to upgrade facilities are periodically reviewed.

Substantially all of our personal property and equipment served as collateral for our obligations under our Prepetition Credit Agreement, and serves as collateral under our new Credit Agreement entered into on April 27, 2010.

ITEM 3. LEGAL PROCEEDINGS.

We currently and from time to time are involved in litigation incidental to the conduct of our business. In August 2008, Regent, Terry S. Jacobs (our former chief executive officer), and approximately twenty other parties (not associated with Regent) were named as defendants in a lawsuit brought by Alan Brill and various of his related entities, in connection with Regent’s 2003 purchase of twelve radio stations from Brill Media Company LLC and related entities. The plaintiffs alleged numerous claims against Regent, Mr. Jacobs and the other defendants, including without limitation, claims for breach of contract, intentional interference with contracts, breach of implied covenants and good faith, and fraud and misrepresentation. The plaintiffs sought compensatory and punitive damages in excess of $20 million from all parties. The complaint has now been amended to assert claims only against Regent based on alleged violations of a confidentiality agreement executed in connection with the purchase of the radio stations by Regent. We believe the suit has no merit and we intend to vigorously defend our position. In the opinion of our management, we are not a party to any other lawsuit or proceeding that is likely to have a material adverse effect on us.

The Company is not aware of any probable or levied penalties against the Company relating to the American Jobs Creation Act.

ITEM 4. (Removed and Reserved).

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Stock Prices

Shares of our common stock were quoted on The Nasdaq Stock Market under the symbol RGCI until January 8, 2010. The following table sets forth, for each of the calendar quarters indicated, the reported high and low sales prices of our common stock as reported currently in the Nasdaq Global Market.

		High				Low
2009
First quarter		$	0.22			$	0.08
Second quarter		$	0.30			$	0.10
Third quarter		$	0.54			$	0.16
Fourth quarter		$	0.82			$	0.18
2008
First quarter		$	1.60			$	0.85
Second quarter		$	1.34			$	0.82
Third quarter		$	1.08			$	0.46
Fourth quarter		$	0.89			$	0.07

As of April 1, 2010, there were approximately 333 holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of securities brokers, dealers and registered clearing agencies.

We have never declared nor paid cash dividends on our common stock, and we have no plans in the foreseeable future to do so. Additionally, our ability to pay dividends is subject to the terms and conditions of our credit agreements.

Share Repurchases

During the three months ended December 31, 2009, we repurchased the following shares:

														Approximate
										Total Number of				Dollar Value of
		Total Number								Shares Purchased				Shares that May
		of Shares				Average Price Paid				as Part of Publicly				Yet be Purchased
Period		Purchased				per Share				Announced Plan(1)				Under the Plan (1)
														(in thousands)
October 1, 2009 – October 31, 2009			2,080	(2)		$	0.65				0			$	1,593
November 1, 2009 – November 30, 2009			0				—				0			$	1,593
December 1, 2009 – December 31, 2009			0				—				0			$	1,593
Total			2,080			$	0.65				0			$	1,593

ITEM 6. SELECTED FINANCIAL DATA.

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

		SELECTED CONSOLIDATED FINANCIAL DATA (In thousands, except per share data) YEAR ENDED DECEMBER 31,
		2009				2008				2007				2006				2005
OPERATING RESULTS (1) (3):
Net broadcast revenues		$	84,141			$	96,340			$	97,912			$	82,706			$	76,439
Operating loss			(30,686	)			(43,333	)			(141,681	)			(31,465	)			(8,020	)
Loss from continuing operations before income taxes			(43,770	)			(65,013	)			(163,431	)			(36,956	)			(11,380	)
Loss from continuing operations			(43,982	)			(119,402	)			(102,870	)			(22,522	)			(7,558	)
Net income (loss) from discontinued operations			—				411				296				(4,074	)			919
Net loss		$	(43,982	)		$	(118,991	)		$	(102,574	)		$	(26,596	)		$	(6,639	)
NET LOSS PER COMMON SHARE:
Basic:
Loss from continuing operations		$	(1.08	)		$	(3.07	)		$	(2.69	)		$	(0.57	)		$	(0.17	)
Income (loss) from discontinued operations			—				0.01				0.01				(0.10	)			0.02
Net loss		$	(1.08	)		$	(3.06	)		$	(2.68	)		$	(0.67	)		$	(0.15	)
Weighted average number of common shares used in basic calculation			40,588				38,872				38,308				39,807				43,214
Diluted:
Loss from continuing operations		$	(1.08	)		$	(3.07	)		$	(2.69	)		$	(0.57	)		$	(0.17	)
Income (loss) from discontinued operations			—				0.01				0.01				(0.10	)			0.02
Net loss		$	(1.08	)		$	(3.06	)		$	(2.68	)		$	(0.67	)		$	(0.15	)
Weighted average number of common shares used in fully diluted calculation: (2)			40,588				38,872				38,308				39,807				43,214
		DECEMBER 31,
		2009				2008				2007				2006				2005
BALANCE SHEET DATA (1) (3):
Current assets		$	25,756			$	16,880			$	25,813			$	22,721			$	16,053
Total assets			165,887				205,284				339,250				451,645				374,481
Current liabilities			206,769				191,866				12,175				9,311				12,441
Long-term debt and capital leases, less current portion			128				126				202,866				213,923				78,349
Total stockholders’ (deficit) equity			(43,318	)			(126	)			117,614				219,160				262,056

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

The following discussion should be read in conjunction with the financial statements, related notes and other financial information appearing elsewhere in this report. In addition, see “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”

OVERVIEW

Executive Overview

•

Over the past year, Regent, like many radio, television and newspaper companies, has experienced declining profitability as a result of the cyclical economic downturn and secular changes in the industry. Like its competitors, Regent derives substantially all of its revenue from advertising. The financial crisis, with its particular impact on consumer driven segments, has had a significant negative impact on advertising. Significant sources of Regent’s advertising revenues relate to several beleaguered consumer driven sectors, such as auto, financial services and entertainment. In addition, advertising has decreased due to other factors such as the shift in advertising expenditures to online media.

•

We performed our annual impairment analysis on our indefinite-lived intangible assets and goodwill during the fourth quarter of 2009. Based primarily on decreases in the long term market revenue growth rates, we determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying values recorded in our financial statements. Consequently, we recorded a pre-tax impairment charge of $11.8 million for FCC licenses and approximately $1.0 million for goodwill.

•

As a result of lower long-term interest rates at the end of 2009, we recorded an unrealized loss of approximately $3.2 million related to the interest rate swap agreements we had in place on the term loan portions of our credit agreement. In addition, we recorded a realized loss of approximately $6.1 million in 2009 related to lower short-term interest rates compared to our fixed interest rates. At December 31, 2009 the value of the swaps was approximately $7.8 million.

•

In the second half of 2009, we and our advisors, Bank of America, N.A., in its capacity as Administrative Agent, BMO Capital Markets, General Electric Capital Corporation, various affiliates of Oaktree Capital Management, L.P., SunTrust Robinson Humphrey and Wells Fargo Foothill, among others, engaged in ongoing negotiations and analyses concerning a restructuring of our business. In late February 2010, we and holders of at least 76.3% of the principal amount of the loans outstanding under the credit agreement and counter parties to our interest rate swap agreements agreed on detailed terms regarding the parameters of a global financial restructuring in the form of a Chapter 11 plan of reorganization, which would result in the elimination of approximately $86.7 million in indebtedness in 2010.

•

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

Critical Accounting Policies

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

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

Revenue recognition — We recognize revenue from the sale of commercial broadcast time to advertisers when the commercials are broadcast, subject to meeting certain conditions such as pervasive evidence that an arrangement exists, the price is fixed and determinable, and collection is reasonably assured. These criteria are generally met at the time an advertisement is broadcast, and the revenue is recorded net of advertising agency commissions.

Allowance for Doubtful Accounts — We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We routinely review customer account activity in order to assess the adequacy of the allowances provided for potential losses. Based on historical information, we believe that our allowance is adequate. However, changes in general economic, business and market conditions could affect the ability of our customers to make their required payments; therefore, the allowance for doubtful accounts is reviewed monthly and changes to the allowance are updated as new information is received. A 1% change to our allowance as a percent of our outstanding accounts receivable balance at December 31, 2009 would cause a change in net income of approximately $0.1 million, net of tax.

Goodwill and Indefinite-Lived Intangible Assets — Our FCC licenses qualify as indefinite-lived intangible assets, and represent a significant portion of the assets on our balance sheet. We utilize the greenfield methodology for valuation of our FCC licenses, which allocates a start-up value to each station and employs a discounted cash flow methodology and accepted appraisal techniques. To test goodwill, we utilize a market multiple approach at the reporting unit level. Local economic conditions in each of our markets could impact whether an FCC license or goodwill is impaired, as a decrease or increase in market revenue could negatively or positively impact discounted cash flows. Other factors such as interest rates, the performance of the S&P 500, cash flow multiples, as well as capital expenditures, can affect the discounted cash flow analysis. In the event that there are no representative asset purchases or sale transactions to substantiate the fair value analysis utilized in the application of Accounting Standards Codification (ASC) Topic 350, we may defer to the fair value implied by Regent’s market capitalization to establish the fair value. To the extent that the carrying value exceeds the fair value of the assets, an impairment loss will be recorded in operating income or loss. A 1% to 5% decrease in expected cumulative cash flows with no further changes in assumptions would have resulted in approximately $1.1 million to $5.6 million of additional pre-tax impairment expense in the fourth quarter of 2009. A 1% increase in our weighted average cost of capital with no further changes in assumptions would have resulted in approximately $7.4 million of additional pre-tax impairment expense in the fourth quarter of 2009.

Determining the Recoverability of Long-Lived Assets — Our long-lived assets to be held and used (fixed assets and definite-lived intangible assets) are reviewed for impairment whenever events or circumstances indicate that the carrying amount 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 we were to determine that the carrying amount of an asset was not recoverable, we would record an impairment loss for the difference between the carrying amount and the fair value of the asset. We determine the fair value of our 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. We determine the fair value of these assets in the same manner as described for assets held and used.

Deferred Tax Assets — At December 31, 2009, we had current and non-current net deferred tax assets of approximately $96.5 million before valuation allowance, the primary components of which are our intangible assets and net operating loss carryforwards. As a result of our failure to meet the required financial covenants in our credit agreement, the potential acceleration of the maturity of our debt created uncertainty in our ability to continue as a going concern. Consequently, during the fourth quarter of 2008, we recorded a valuation allowance against substantially all of our net deferred tax assets due to our inability to conclude that it was more likely than not that the deferred tax assets would be realized. The valuation allowance remained in place at December 31, 2009 as a result of our continued inability to meet the financial covenants. If it were determined that we would be able to utilize a portion of the net operating loss carryforwards that are currently reduced by a valuation allowance, an adjustment to the valuation allowance would be recorded as a reduction to income tax expense.

Derivative Financial Instruments — At December 31, 2009 we were a party to five interest rate swap agreements, which effectively converted approximately $147.2 million of our borrowings from a variable interest rate to a fixed rate of interest. Hedge accounting was not applied to these interest rate swap agreements. Consequently, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded as a component of operating loss in the Consolidated Statements of Operations. Fair value for derivative interest rate swap agreements is obtained from counterparties to the agreements and corroborated through estimates using internal discounted cash flow calculations based upon forward interest-rate yield curves, and considering the risk of non-performance by the parties to the contract. At December 31, 2009 and 2008, the Company had liabilities of approximately $7.8 million and $11.0 million, respectively, related to the swap agreements.

RESULTS OF OPERATIONS

The key factors that have affected our business over the last three years are discussed and analyzed in the following paragraphs. This commentary should be read in conjunction with our consolidated financial statements and the related footnotes included herein.

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

Year ended December 31, 2009 as compared to year ended December 31, 2008

Results of continuing operations for the year ended December 31, 2009 compared to December 31, 2008 were impacted by several factors. Of primary significance was a continued deterioration of spending by advertisers due to recessionary economic conditions throughout the United States during the entire 2009 year. Additionally, comparisons to 2009 were negatively impacted as a result of strong political revenues in 2008 in certain of our markets.

Net Broadcast Revenues

The radio industry overall experienced an 18% decrease in revenues in 2009 compared to 2008, according to the Radio Advertising Bureau (“RAB”). The RAB further indicated that in 2009, local revenues decreased 20% and national revenues decreased 19%. In 2009, our net broadcast revenue was derived from approximately 88% local revenue and 12% national revenue.

Net broadcast revenues for Regent decreased 12.7%, to approximately $84.1 million in 2009 from approximately $96.3 million in 2008. The table below provides a summary of the net broadcast revenue variance for the comparable twelve-month periods (in thousands):

Net broadcast revenue variance:

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

Local revenue — The decrease of 10.9% in local revenue in 2009 compared to 2008 was due primarily to the effects on advertising spending of depressed economic conditions throughout the United States during the entire year. The economic conditions affected all of the local economies in which we operated, as none of our markets experienced increases in local direct and agency advertising revenues. The overall declines in local direct and agency revenues were partially offset by increases in Interactive revenue and non-traditional event revenue. Interactive revenue increased by approximately $0.8 million or 42.4% in 2009, as we continued to develop our Interactive initiative during the year. Non-traditional revenues in 2009 increased 4.5% compared to 2008 due to strong attendance at our Taste of Country event in our Buffalo, New York market. Our St. Cloud, Minnesota market experienced higher non-traditional revenue in 2009 due to the addition of a new non-traditional revenue event during the year.

National revenue — National revenue decreased approximately $2.0 million in 2009, or 20.6%, compared to 2008. The decline in national revenue was seen across all of our broadcast markets, and was due primarily to the difficult economic conditions present during 2009.

Political revenue — Political revenue of approximately $350,000 in 2009 decreased approximately $1.6 million compared to 2008. Our Lafayette, Louisiana and Utica, New York markets accounted for over half of the political revenue in 2009 as a result of local and state issue advertising. The largest decreases were seen in our Ft. Collins-Greeley, Colorado, Buffalo, New York, and St. Cloud, Minnesota markets. In 2008 Ft. Collins-Greeley saw an influx of political advertising revenue for state ballot propositions and initiatives, as well as for federal senate and congressional races, while Buffalo benefited from local and state governmental races and ballot initiatives. In 2008 St. Cloud saw increased political advertising due to a strongly-contested U.S. Senate race, in addition to local government races and ballot initiatives.

Station Operating Expenses

Station operating expenses decreased 6.7%, to approximately $57.3 million in 2009 from approximately $61.4 million in 2008. The table below provides a summary of the station operating expense variance for the comparable twelve-month periods (in thousands):

Station operating expense variance:

		Decrease
		(increase) in
		station operating				%
		expense				Change
Technical expense		$	217				6.4	%
Programming expense			694				4.0	%
Promotion expense			687				32.4	%
Interactive expense			(62	)			(4.9	)%
Sales expense			1,710				8.9	%
Administrative expense			952				6.4	%
Barter expense			(112	)			(3.2	%)
Station operating expense variance		$	4,086				6.7	%

Technical expense — Technical expenses decreased approximately 6.4% in 2009, due primarily to lower utility expenses in our New York markets. These savings may be temporary due to energy rate volatility. Additionally, we had fewer equipment repair costs and associated outside consulting fees. These savings were partially offset by approximately $30,000 of contractual increased tower rent expenses related to our St. Cloud, Minnesota market.

Programming expense — Programming expense decreased by approximately 4.0% during 2009. The decrease was due to a combination of salary savings, primarily in our Evansville, Indiana, Grand Rapids, Michigan and Flint, Michigan markets, and savings in broadcast program rights, outside consulting and talent fees. The salary savings were due primarily to staff reductions. These savings were partially offset by increased music license fees in the majority of our broadcast markets.

Promotion expense — Promotion expense decreased 32.4% in 2009 compared to the 2008 year, primarily due to lower levels of promotional spending for television advertising, billboards, contests, and promotional products, as we continued to manage our discretionary costs in response to challenging economic conditions.

Interactive expense — Interactive expense increased 4.9% during 2009, as our Interactive initiative continued its growth trend. The largest increases in 2009 were in commissions and music license fees due to increased revenues. These increases were partially offset by salary savings in various markets as we directed resources out of the field into the corporate office.

Sales expense — During 2009, sales expense decreased 8.9% compared to 2008. The decrease was due primarily to lower salaries, commissions, bonuses and national representation fees associated with lower revenue levels in 2009. These savings were partially offset by increased rating service fees.

Administrative expense — During 2008, administrative expense decreased 6.4%. The decrease was due primarily to lower bonuses, payroll taxes and 401(K) contributions, as we discontinued the Company march in early 2009. Additionally, savings in legal fees and franchise taxes were offset by increased medical insurance expense.

Depreciation and Amortization

Depreciation and amortization expense of approximately $3.8 million in 2009 decreased by 8.5% from approximately $4.2 million for the 2008 year. The decrease is due primarily to a combination of decreased depreciation expense during 2009, as many assets acquired are now fully depreciated, and lower capital expenditures in 2009.

Corporate General and Administrative Expenses

Corporate general and administrative expense of approximately $9.1 million in 2009 increased approximately 32.1% or approximately $2.2 million from approximately $6.9 million in 2008. The increase was caused primarily by $1.9 million of professional fees related primarily to the restructuring of the Company and $0.5 million of non-cash deferred compensation expense related to the mark-to-market of phantom stock units in our Deferred Compensation Plan.

Impairment of Indefinite-Lived Intangible Assets and Goodwill

Based on deteriorating global economic conditions, volatility in the equity markets, and operating results, we performed an analysis for potential impairment of our indefinite-lived intangibles and goodwill during the first quarter of 2009. Based primarily upon material reductions in future revenue and cash flow projections, we determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying values recorded in our financial statements. Accordingly, we recorded a pre-tax impairment charges of $25.6 million for FCC licenses and approximately $6.2 million for goodwill during the first quarter of 2009.

We performed our annual impairment testing of our indefinite-lived intangible assets and goodwill during the fourth quarter of 2009. Based primarily upon lower long term market revenue projections, we determined that the fair value of goodwill and FCC licenses for certain of our broadcast markets was less than the carrying values recorded in our financial statements. Consequently, we recorded estimated pre-tax impairment charges of approximately $11.8 million against FCC licenses and $1.0 million against goodwill during the fourth quarter of 2009.

Gain on Sale of Radio Stations

During the first quarter of 2008, we disposed of WTMM-AM in Albany, New York and WECK-AM in Buffalo, New York. The sale of the stations did not qualify for discontinued operations treatment under current accounting guidance. We recorded a gain of approximately $0.5 million on the sale of these stations.

Interest Expense

Interest expense decreased to approximately $10.3 million in 2009 from approximately $11.8 million in 2008. The $1.5 million decrease was due primarily to a decrease in average interest rates during 2009 compared to 2008. Substantially all of the $1.5 million decrease was due to lower average interest rates during the first nine months of 2009 compared to 2008. The average interest rate for the first nine months of 2009 was 4.61%, compared to 5.59% for the first nine months of 2008. Commencing in May 2009, we began paying a 2.0% default premium on our outstanding borrowings under the credit agreement, and in June 2009, we were precluded from further utilizing LIBOR-based interest rates on our outstanding borrowings; however, despite these factors, average interest rates for the first nine months of 2009 were still lower than those in the previous year due to the steep decline in LIBOR-based interest rates during the period in which we could utilize them. To a lesser degree, lower average debt levels contributed to the decline in interest expense. Our average debt level in 2009 was approximately $188.3 million, compared to approximately $193.3 million in 2008.

Realized and Unrealized (Loss) Gain on Derivatives

In order to mitigate the impact of potential interest rate fluctuations, during the fourth quarter of 2006, we swapped the interest rates on both the Term A Loan and Term B Loan portions of our credit agreement, from floating to fixed. The Term A Loan pricing is fixed at approximately 4.83% for five years and the Term B Loan pricing is fixed at approximately 4.72% for five years, in both cases plus the Applicable Margin. Since hedge accounting was not applied to these interest rate swap agreements, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded within realized and unrealized (loss) gain on derivatives in the Consolidated Statements of Operations. We recorded approximately $3.2 million of unrealized gain related to the change in the fair value of the swaps during the 2009 year, compared to approximately $6.5 million of unrealized loss for the 2008 year. Additionally, we recorded approximately $6.1 million of realized loss during 2009 related to the unfavorable swap fixed rates compared to market rates during the period. For the 2008 year, we recorded approximately $2.2 million of realized loss due to the unfavorable swap fixed rates compared to market rates during the period.

Impairment of Notes Receivable

During the third quarter of 2008, we recorded an other-than-temporary impairment loss of approximately $1.0 million on an investment in notes receivable and associated interest receivable due to changing market conditions potentially affecting the collectibility of the investment.

Income Taxes

During 2009, we recorded income tax expense at an effective rate of 0.5%. This rate includes a tax benefit at a (34.0)% federal rate, a state tax benefit, net of federal benefit, of (4.0)% and miscellaneous adjustments of 2.9%. Consistent with our conclusions at December 31, 2008, the tax benefits recorded were offset by a charge to the valuation allowance against our deferred tax assets of 35.6%, as we are unable to conclude that it is more likely than not that the assets will be realized.

We recorded income tax expense of approximately $54.4 million in 2008, which represented a negative 83.7% effective rate. The rate includes a tax benefit at a 34.0% federal rate and a state tax benefit of approximately 4.4%, offset by an increase in the valuation allowance of 120.0% and 2.1% of other permanent item adjustments.

During the third quarter of 2008, we recorded $5.8 million of valuation allowance against our federal and state net operating loss carryforwards expiring in years 2017 through 2021, based on insufficient future taxable income during those years. As a result of our anticipated failure to meet the required financial covenants in our credit agreement at March 31, 2009, the potential acceleration of the maturity of our debt creates uncertainty in our ability to continue as a going concern. Consequently, during the fourth quarter of 2008, we recorded an additional valuation allowance of approximately $73.3 million, as were unable to conclude that it is more likely than not that our deferred tax assets will be realized, given this uncertainty. The additional valuation allowance recorded included approximately $26.0 million for net operating loss carryforwards expiring in years 2022 through 2028.

We have cumulative gross federal and state tax loss carryforwards of approximately $205.7 million at December 31, 2009, which expire in the years 2010 through 2029. The utilization of a portion of these net operating loss carryforwards for federal income tax purposes is limited, pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382.

Discontinued Operations

We applied current accounting guidance to the sale of our Watertown, New York market in 2008, 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 table below summarizes the effect of the reclassification on the years ended December 31, 2009 and December 31, 2008 (in thousands):

		2009				2008
Net broadcast revenue			—			$	182
Station operating expense			—				156
Depreciation and amortization expense			—				—
Allocated interest expense			—				15
Gain on sale of radio stations			—				(638	)
Gain before income taxes			—				649
Income tax expense			—				(238	)
Net income			—			$	411

Year ended December 31, 2008 as compared to year ended December 31, 2007

Results of continuing operations for the year ended December 31, 2008 compared to December 31, 2007 were impacted by several factors. Of primary significance was a general deterioration in spending by advertisers due to recessionary economic conditions throughout the United States, especially during the fourth quarter of 2008, but for certain advertiser categories, throughout the entire 2008 year. The impact of these poor economic conditions was offset partially by strong political revenues in 2008 compared to 2007 in certain of our markets.

Net Broadcast Revenues

The radio industry overall experienced a 9% decrease in revenues in 2008 compared to 2007, according to the Radio Advertising Bureau (“RAB”). The RAB further indicated that in 2008, local revenues decreased 10% and national revenues decreased 12%. In 2008, our net broadcast revenue was derived from approximately 86% local revenue and 14% national revenue.

Net broadcast revenues for Regent decreased 1.6%, to approximately $96.3 million in 2008 from approximately $97.9 million in 2007. The table below provides a summary of the net broadcast revenue variance for the comparable twelve-month periods (in thousands):

Net broadcast revenue variance:

		(Decrease)
		increase in net
		broadcast				%
		revenue				Change
Local revenue		$	(1,248	)			(1.6	)%
National revenue			(1,588	)			(13.8	)%
Political revenue			1,320				224.1	%
Barter revenue			(33	)			(0.9	)%
Other			(23	)			(1.0	)%
Net broadcast revenue variance		$	(1,572	)			(1.6	)%

Local revenue — The decrease of 1.6% in local revenue in 2008 compared to 2007 was due primarily to the effects on advertising spending of deteriorating economic conditions throughout the United States, which primarily affected us during the fourth quarter of 2008. Despite an economic downturn in most of the local economies in which we operated, certain of our markets experienced increases in local direct and agency advertising revenues, primarily our Bloomington, Illinois and Utica, New York markets. Bloomington benefited from strong agricultural advertising spending, while Utica benefited from strong sales initiatives for local direct and agency business. The overall declines in local direct and agency revenues were partially offset by increases in Interactive revenue and non-traditional event revenue. Interactive revenue increased by approximately $1.2 million in 2008, as we continued to develop our Interactive initiative during the year. Non-traditional revenues increased due to strong attendance at our Taste of Country event in our Buffalo, New York market and our Countryfest event in our Albany, New York market. Our Utica, New York market experienced higher non-traditional revenue in 2008 due to stronger attendance at several non-traditional revenue events over the prior year, in addition to rolling out a new non-traditional revenue event during the year.

National revenue — National revenue decreased approximately $1.6 million in 2008, or 13.8%, compared to 2007. The decline in national revenue was seen across the majority of our broadcast markets, and was due primarily to the difficult economic conditions present during 2008, particularly during the fourth quarter. Three of our broadcast markets, Lafayette, Louisiana, Ft. Collins, Colorado, and Bloomington, Illinois, saw increases in their national revenue in the 2008 year. Ft. Collins and Lafayette benefited from stronger station ratings, which led to more national advertising for their stations. Bloomington reclaimed several large national accounts that had not advertised on the stations during the 2007 year.

Political revenue — Political revenue increased approximately $1.3 million in 2008 compared to 2007. The largest increases were seen in our Ft. Collins, Colorado, Buffalo, New York, and St. Cloud, Minnesota markets. Ft. Collins saw an influx of political advertising revenue for state ballot propositions and initiatives, as well as for federal senate and congressional races, while Buffalo benefited from local and state governmental races and ballot initiatives. St. Cloud saw increased political advertising due to a strongly-contested U.S. Senate race, in addition to local government races and ballot initiatives.

Station Operating Expenses

Station operating expenses decreased 2.7%, to approximately $61.4 million in 2008 from approximately $63.1 million in 2007. The table below provides a summary of the station operating expense variance for the comparable twelve-month periods (in thousands):

Station operating expense variance:

		Decrease
		(increase) in
		station operating				%
		expense				Change
Technical expense		$	155				4.4	%
Programming expense			383				2.2	%
Promotion expense			1,136				34.9	%
Interactive expense			(522	)			(71.0	)%
Sales expense			549				2.8	%
Administrative expense			(3	)			(0.0	)%
Barter expense			8				0.2	%
Station operating expense variance		$	1,706				2.7	%

Technical expense — Technical expenses decreased approximately 4.4%, due primarily to fewer equipment repair costs and associated outside consulting fees, as well as fewer software fees. These decreases were partially offset by higher utility expenses during the period.

Programming expense — Programming expense decreased by approximately 2.2% during 2008. The decrease was due to a combination of salary savings, primarily in our Evansville, Indiana market, where we began broadcasting a syndicated program for the morning drive on one of our stations, and reduced outside consulting and research projects during the year. These savings were partially offset by increased music license fees in the majority of our broadcast markets.

Promotion expense — Promotion expense decreased 34.9% compared to the 2007 year, primarily due to lower levels of promotional spending for television time, billboards, contests, direct mail promotions and promotional products, as we continued to manage our discretionary costs in response to challenging economic conditions.

Interactive expense — Interactive expense increased 71.0% during 2008, as our Interactive initiative continued its growth trend. The largest increases in 2008 were in salaries and commissions, as the majority of our markets employed Interactive sales managers and program directors for the full 2008 year, and incurred more commission expense due to increased revenues.

Sales expense — During 2008, sales expense decreased 2.8%. The decrease was due primarily to lower commissions, bonuses and national representation fees associated with lower revenue levels in 2008. These savings were partially offset by increased event costs for several of our non-traditional events in 2008 and increased rating service fees.

Depreciation and Amortization

Depreciation and amortization expense of approximately $4.2 million in 2008 decreased by 16.6% from approximately $5.0 million for the 2007 year. The decrease is due primarily to $0.8 million of amortization expense for acquired advertising contracts during the first quarter of 2007 related to the acquisition of the Buffalo, New York stations in 2006. The advertising contracts were fully amortized as of March 31, 2007. The remaining change in expense was due to decreased depreciation expense of approximately $0.1 million during 2008, as many assets acquired through our purchases of the Grand Rapids, Michigan and Albany, New York broadcast markets are now fully depreciated. The decreases in Grand Rapids and Albany were partially offset by increased depreciation expense for our newly-remodeled broadcast facility in our Evansville, Indiana market.

Corporate General and Administrative Expenses

Corporate general and administrative expense of approximately $6.9 million in 2008 decreased approximately 5.8% or $0.4 million from approximately $7.3 million in 2007. The reduction was caused primarily by: decreased non-cash expense related to the Company’s deferred compensation match, caused by a decline in the value of the plan’s assets; savings in business travel expenses; savings in connectivity charges; and reduced bonus expense based upon the Company’s operating results compared to its established goals. These savings were offset partially by increased salaries and non-cash stock compensation expense related to the issuance of nonvested shares of our common stock.

Activist Defense Costs

In the third quarter of 2007, we incurred approximately $0.6 million in legal and other costs related to the settlement of a stockholder activist lawsuit. Further information pertaining to this matter was filed on the Company’s Form 8-K dated September 14, 2007. No activist defense costs were incurred in 2008.

Impairment of Indefinite-Lived Intangible Assets and Goodwill

Based on deteriorating national economic conditions and volatility in the equity markets, we performed an analysis for potential impairment of our indefinite-lived intangible assets and goodwill during the third quarter of 2008. Based primarily upon declining radio station transaction multiples, decreases in our common stock price, and changes in the cost of capital, we determined that the fair value of goodwill and FCC licenses for certain of our broadcast markets was less than the carrying values recorded in our financial statements. Consequently, we recorded estimated pre-tax impairment charges of approximately $67.5 million against FCC licenses and goodwill during the third quarter of 2008. During the fourth quarter of 2008, we finalized our analysis, with no significant changes to the amount of impairment recorded. Also, no further impairment charges were recorded during our annual testing of indefinite-lived intangible assets and goodwill during the fourth quarter of 2008. In 2007, we recorded impairment of FCC licenses and goodwill of approximately $163.6 million.

Gain on Sale of Radio Stations

During the first quarter of 2008, we disposed of WTMM-AM in Albany, New York and WECK-AM in Buffalo, New York. The sale of the stations did not qualify for discontinued operations treatment under current accounting guidance. We recorded a gain of approximately $0.5 million on the sale of these stations.

Interest Expense

Interest expense decreased to approximately $11.8 million in 2008 from approximately $16.8 million in 2007. The $5.0 million decrease was due primarily to a decrease in average interest rates during 2008 compared to 2007. A reduction in average outstanding borrowings under our credit agreement also contributed to the decrease in interest expense, as we repaid outstanding debt under the agreement with proceeds from the sale of several radio properties during the first quarter of 2008, and with cash provided by our operations. Our average debt level in 2008 was approximately $193.3 million, compared to approximately $212.5 million in 2007.

Realized and Unrealized (Loss) Gain on Derivatives

In order to mitigate the impact of potential interest rate fluctuations, during the fourth quarter of 2006, we swapped the interest rates on both the Term A Loan and Term B Loan portions of our credit agreement, from floating to fixed. The Term A Loan pricing is fixed at approximately 4.83% for five years and the Term B Loan pricing is fixed at approximately 4.72% for five years, in both cases plus the Applicable Margin. Since hedge accounting was not applied to these interest rate swap agreements, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded within realized and unrealized (loss) gain on derivatives in the Consolidated Statements of Operations. We recorded approximately $6.5 million of unrealized loss related to the change in the fair value of the swaps during the 2008 year, compared to approximately $6.2 million of unrealized loss for the 2007 year. Additionally, we recorded approximately $2.2 million of realized loss during 2008 related to the unfavorable swap fixed rates compared to market rates during the period. For the 2007 year, we recorded approximately $1.0 million of realized gain due to the favorable swap fixed rates compared to market rates during the period.

Impairment of Notes Receivable

During the third quarter of 2008, we recorded an other-than-temporary impairment loss of approximately $1.0 million on an investment in notes receivable and associated interest receivable due to changing market conditions potentially affecting the collectibility of the investment.

Income Taxes

We recorded income tax expense of approximately $54.4 million in 2008, which represented a negative 83.7% effective rate. The rate includes a tax benefit at a 34% federal rate and a state tax benefit of approximately 4.4%, offset by an increase in the valuation allowance of 120.0% and 2.1% of other permanent item adjustments. We recorded an income tax benefit on the loss from continuing operations of approximately $60.6 million in 2007, which represented a 37.1% effective rate. The rate included a tax benefit at a 34% federal rate and a state tax benefit of approximately 3.9%, offset by other permanent item adjustments, primarily related to the write-off of non tax-deductible goodwill, of 0.8%.

During the third quarter of 2008, we recorded $5.8 million of valuation allowance against our federal and state net operating loss carryforwards expiring in years 2017 through 2021, based on insufficient future taxable income during those years. As a result of our anticipated failure to meet the required financial covenants in our credit agreement at March 31, 2009, the potential acceleration of the maturity of our debt creates uncertainty in our ability to continue as a going concern. Consequently, during the fourth quarter of 2008, we recorded an additional valuation allowance of approximately $73.3 million, as were unable to conclude that it is more likely than not that our deferred tax assets will be realized, given this uncertainty. The additional valuation allowance recorded included approximately $26.0 million for net operating loss carryforwards expiring in years 2022 through 2028.

We have cumulative gross federal and state tax loss carryforwards of approximately $149.5 million at December 31, 2008, which expire in the years 2009 through 2028. The utilization of a portion of these net operating loss carryforwards for federal income tax purposes is limited, pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382.

Discontinued Operations

We applied the provisions of current accounting guidance to the sale of our Watertown, New York market in 2008, 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 table below summarizes the effect of the reclassification on the years ended December 31, 2008 and December 31, 2007 (in thousands):

		2008				2007
Net broadcast revenue		$	182			$	2,410
Station operating expense			156				1,739
Depreciation and amortization expense			—				91
Allocated interest expense			15				145
Gain on sale of radio stations			(638	)			(49	)
Gain before income taxes			649				484
Income tax expense			(238	)			(188	)
Net income		$	411			$	296

LIQUIDITY AND CAPITAL RESOURCES

Executive Overview

Our cash and cash equivalents balance at December 31, 2009 was approximately $9.9 million compared to approximately $1.1 million at December 31, 2008. Cash balances between years fluctuate due to the timing of when monies are received and expenditures are made. We typically maintain a target cash balance of approximately one million dollars, as our excess cash generated by operating activities after investing activities is typically utilized to reduce outstanding debt. However, due to the likelihood that available borrowings under our credit agreement could be suspended, we borrowed $13.5 million of our available revolver balance, to enable us to make scheduled repayments of debt and interest through the remainder of 2009.

At December 31, 2009, all outstanding balances from our old credit agreement of $187.7 million were classified as current liabilities on our balance sheet as a result of our continuing events of default. Also at December 31, 2009, we had three LIBOR-based interest rate swap agreements on our Term B Loan, which effectively converted approximately $105.8 million of our current outstanding loan balance from variable-rate to fixed-rate debt and two LIBOR-based interest rate swap agreements on our Term A Loan, which effectively converted $41.4 million from variable-rate to fixed-rate debt. During 2009, we realized a loss of approximately $6.1 million related to these agreements as a result of lower market interest rates compared to our fixed rates.