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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 0-15392
REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
---------------------------
(Full title of the Plan)
REGENT COMMUNICATIONS, INC.
100 EAST RIVERCENTER BOULEVARD
9TH FLOOR
COVINGTON, KENTUCKY 41011
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(Name of Issuer of the securities held pursuant
to the Plan and address of its principal executive office)
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
INDEX
REQUIRED INFORMATION Page
Number
------
Report of Independent Accountants...........................................3
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2000 and 1999..........................4
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2000......................5
Notes to Financial Statements......................................6
Additional Information: *
Form 5500, Schedule H, Line 4(i) - Schedule of Assets
(held at end of year)....................................12
* Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Regent Communications, Inc. 401(K) Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for
benefits, and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of Regent Communications, Inc. 401(K) Profit Sharing Plan (Plan) as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
October 11, 2001
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 2000 and 1999
2000 1999
---------- --------
ASSETS:
Cash $ 82
Investments (See Note 3) 1,129,157 $324,661
Receivables:
Participant contributions 64,304 7,463
Employer contributions 67,140 11,538
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Total receivables 131,444 19,001
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Total assets 1,260,683 343,662
LIABILITIES:
Refund of excess contributions 29,979 5,650
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Total liabilities 29,979 5,650
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Net assets available for benefits $1,230,704 $338,012
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The accompanying notes are an integral part of these financial statements
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 2000
DECEMBER 31,
2000
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Additions:
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments (See Note 3) $ (69,651)
Contributions:
Participant contributions 783,023
Employer contributions 67,140
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Total contributions 850,163
Asset transfer from Faircom Plan (See Note 10) 187,082
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Total additions 967,594
Deductions:
Benefits paid to participants 44,923
Refund of excess contributions (See Note 8) 29,979
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Total deductions 74,902
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Net increase 892,692
Net assets available for benefits:
Beginning of year 338,012
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End of year $1,230,704
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The accompanying notes are an integral part of these financial statements
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following description of the Regent Communications, Inc. 401(K) Profit
Sharing Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan
provisions.
a. General - The Plan is a defined contribution plan covering all
employees of Regent Communications, Inc. (the "Company") who have at
least one year of service with at least 1,000 hours of service and are
age twenty-one or older. It is subject to the provisions of the
Employee Retirement Income Security Act ("ERISA").
b. Contributions - Eligible participants may elect to have between 1% and
15% of their pre-tax annual compensation, as defined in the Plan,
contributed to the Plan, subject to IRS limits. Participants may also
contribute amounts representing distributions from other qualified
defined benefit or defined contribution plans. These amounts are
included in participant contributions in the Statement of Changes in
Net Assets Available for Benefits. Participants direct the investment
of their contributions into various investment options offered by the
Plan. At December 31, 2000 the Plan offered various mutual funds as
investment options for participants. Beginning with the fourth quarter
of the 2000 Plan Year, the Company contributes 50 percent of the first
six percent of base compensation that a participant contributes to the
Plan. The matching Company contribution is invested directly in Regent
Communications, Inc. common stock. The Company contribution of stock
for the 2000 Plan Year will be made in 2001. The Company may, at its
discretion, make additional contributions to the Plan.
c. Participant Accounts - Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution, (b) Plan earnings, and (c) administrative expenses.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
Participants may change their investment allocation elections daily
and may change their percentage contributed on a quarterly basis.
d. Vesting - Participants are vested immediately in their contributions
plus actual earnings thereon. Vesting in the Company's contribution
portion of their accounts is based on years of continuous service. A
participant is 100% vested after four years of credited service. Prior
to a Plan amendment in the year 2000, participants became 100% vested
after six years of credited service.
e. Participant Loans - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or
50% of their vested account balance. Loan fees and interest due shall
be paid by the participant. All loans must be adequately secured, and
participants may use their principal residence or up to one-half of
their vested account balance in the Plan as security. The loans bear
interest at rates similar to those offered by banks or other
professional lenders in similar circumstances. Principal and interest
is paid ratably through payroll deductions.
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
Loans generally must be repaid within five years. Loans are not
permitted to sole proprietors, 10% partners and 5% shareholders.
f. Payment of Benefits - Distribution of a participant's vested account
balance is made in one lump sum payment to the participant, or their
beneficiary, upon termination of employment, permanent disability or
death. Participant accounts that are vested and in excess of $5,000,
will not be distributed to the participant before they attain age 65,
without the written consent of the participant. Participants may apply
for hardship withdrawals, subject to approval by the Plan
Administrator. The contributions and earnings are taxable to the
participants, subject to certain exceptions, upon withdrawal from the
Plan. Forfeited amounts related to employees who were not fully vested
at the time of termination may be used to reduce employer
contributions to the Plan or may be allocated among eligible
participants. Forfeitures during 2000 amounted to $880.
g. Plan Administration and Expenses - Administrative expenses of the Plan
are paid by the Company. The Company is the Plan Administrator, and
the Plan's third-party administrator is the F. T. Jones Consulting
Company, Inc, successor to the S.G. Donahue Company. Prior to October
1, 2000, the third-party Plan administrator was Paychex Retirement
Services. The Plan custodian is the Circle Trust Company. Prior to
December 1, 2000, the Plan custodian was Fidelity Management Trust
Company.
h. Investments - There are currently 13 investment funds available for
the investment of future contributions made by eligible employees
under the Plan:
o American Funds EuroPacific Growth Fund
o American Funds Fundamental Investors Fund
o AIM Value A Fund
o Evergreen Foundation A Fund
o Invesco Dynamics Fund
o Invesco Balanced Fund
o Janus Fund
o Janus Balanced Fund
o Morley Accumulation Fund
o Oppenheimer US Government Fund
o Putnam OTC Emerging Growth A Fund
o Vanguard 500 Index Fund
o Federated Cash Management Fund
Prior to the change in Plan custodian on December 1, 2000, the
following investment options were available:
o Fidelity Cash Management Fund
o Fidelity Advisor Growth Opportunity Fund Class T
o Fidelity Advisor Balanced Fund Class T
o Fidelity Advisor Overseas Fund Class T
o Fidelity Advisor Equity Income Fund Class T
o Fidelity Advisor Equity Growth Fund Class T
o Fidelity Advisor Intermediate Bond Fund Class T
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF ACCOUNTING POLICIES
a. Basis of Accounting - The Plan's financial statements are prepared on
the accrual basis of accounting.
b. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein, and disclosure
of contingent assets and liabilities. Actual results could differ from
those estimates.
c. Investment Valuation and Income Recognition - The Plan's investments
are stated at fair value. Quoted market prices are used to value
investments. Shares of mutual funds are valued at the net asset value
of shares held by the Plan at year-end. Participant loans are valued
at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date. Interest income is
recorded on the accrual basis. The Plan presents in the statement of
changes in net assets available for benefits the net appreciation
(depreciation) in the fair value of its investments, which consists of
the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
The investments are subject to market risk. The degree of market risk
for individual funds varies based upon the applicable underlying
assets, among other things. Due to the level of risk associated with
certain investments and the level of uncertainty related to changes in
the value of these investments, it is at least reasonably possible
that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the
statement of net assets available for benefits.
d. Payment of Benefits - Benefits are recorded when paid.
e. Contributions - Employee contributions are recorded in the period
during which the Company makes the payroll deductions from the
participants' compensation.
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets:
DECEMBER 31,
2000 1999
------------ --------
American Funds Fundamental Investors Fund; 2,023
shares and 0 shares, respectively $ 63,034 --
Invesco Dynamics Fund; 3,592 shares and 0
shares, respectively 85,379 --
Janus Fund; 3,327 shares and 0 shares,
respectively 110,746 --
Janus Worldwide Fund; 1,928 shares and 0
shares, respectively 109,633 --
Morley Accumulation Fund; 19,932 shares and
0 shares, respectively 199,318 --
Oppenheimer US Government Fund; 9,237 shares
and 0 shares, respectively 86,554 --
Vanguard Fund; 586 shares and 0 shares,
respectively 71,413 --
Federated Automated Cash Management Fund; 168,962
shares and 0 shares, respectively 168,962 --
Fidelity Advisor Growth Opportunity Fund Class T;
0 shares and 1,896 shares, respectively -- $88,490
Fidelity Advisor Balanced Fund Class T;
0 shares and 2,595 shares, respectively -- 47,350
Fidelity Advisor Overseas Fund Class T;
0 shares and 743 shares, respectively -- 17,644
Fidelity Advisor Equity Income Fund Class T;
0 shares and 1,940 shares, respectively -- 50,608
Fidelity Advisor Equity Growth Fund Class T;
0 shares and 1,250 shares, respectively -- 89,540
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$69,651.
4. RELATED PARTY TRANSACTIONS
Prior to the change in Plan custodian, certain Plan investments were shares of
mutual funds managed by Fidelity Investment Advisors, who also was custodian of
the Plan. These transactions qualify as party-in-interest transactions, which
are exempt from the prohibited transaction rules.
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
5. PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company reserves
the right under the Plan to discontinue its contributions at any time and
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would become 100% vested in their employer
contributions.
6. TAX STATUS
The Plan is a discretionary profit sharing plan with a 401(k) option. The Plan
is considered to be qualified under Section 401(a) provided all terms of the
Plan are followed. Continued qualification of the Plan will depend on its effect
in operation under its present form.
7. PLAN AMENDMENTS
Plan amendments that were adopted, approved or became effective during the plan
year:
o Change the vesting schedule from six years of service to four years of
service for full vesting
o Provide that the definition of "permanent employee" be amended.
o Reduction in the number of Plan trustees from three to two.
8. DISCRIMINATION TEST
Contributions to the Plan for 2000 and 1999 exceeded limits contained in
sections 401(k) and 401(m) of the Internal Revenue Code. As a result, $27,799
and $5,650 have been properly reflected in the financial statements as a refund
of excess contributions to participants from the Plan for the years ended
December 31, 2000 and 1999, respectively. The Company filed a Form 5330 with the
IRS in May 2001 for failing to distribute corrective distributions related to
the ACP non-discrimination test within the allotted time period.
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements at December 31, 1999:
1999
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Net assets available for benefits per the
financial statements $338,012
Participant contribution receivable (7,463)
Employer contribution receivable (11,538)
Refund of excess contributions payable to participants 5,650
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Net assets available for benefits per Form 5500 $324,661
========
The following is a reconciliation of contributions received and distributions
paid per the financial statements at December 31, 2000:
2000
--------
Contributions received per the financial statements $850,163
1999 Participant contribution received 7,463
1999 Employer contribution received 11,538
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Contributions received per Form 5500 $869,164
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Refund of excess contributions per financial statements $ 29,979
1999 refunds paid to participants 5,650
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Refund of excess contributions per Form 5500 $ 35,629
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10. PLAN MERGER
Effective October 1, 2000, the Plan merged with the Faircom 401(k) Plan (the
"Faircom Plan"). The Faircom Plan was acquired as a result of the merger between
the Company and Faircom Inc. on June 15, 1998. Since that date the two Plans
have been operating exclusive of one another and have since been merged into the
Regent Communications, Inc. 401(k) Profit Sharing Plan, the surviving Plan.
On December 1, 2000, assets of the Faircom Plan, which totaled $187,082, were
transferred from the Faircom Plan's custodian, Bank One, to the Plan's
custodian, Circle Trust Company.
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REGENT COMMUNICATIONS, INC.
401(K) PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, LINE 4(I)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2000
NUMBER MARKET
NAME OF ISSUER AND TITLE OF ISSUE OF SHARES COST VALUE
--------------------------------- --------- ---- ------
American Funds EuroPacific Growth Fund 1,133 ** $ 35,527
American Funds Fundamental Investors Fund 2,023 ** 63,034
AIM Value A Fund 4,455 ** 55,738
Evergreen Foundation A Fund 916 ** 16,875
Invesco Dynamics Fund 3,592 ** 85,379
Invesco Balanced Fund 2,732 ** 46,064
Janus Fund 3,327 ** 110,746
Janus Worldwide Fund 1,928 ** 109,633
Morley Accumulation Fund 19,932 ** 199,318
Oppenheimer US Government Fund 9,237 ** 86,554
Putnam OTC Emerging Growth A Fund 4,115 ** 57,276
Vanguard 500 Index Fund 586 ** 71,413
Federated Automated Cash Management Fund 168,962 ** 168,962
Participant Loans (interest rates range from
8.50% to 10.50%) -- ** 22,638
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Grand Total $1,129,157
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** This information is not required for participant directed accounts.
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SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trustees of the Plan have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
REGENT COMMUNICATIONS, INC. 401(K)
PROFIT SHARING PLAN
Date: October 12, 2001 By: /s/ Anthony A. Vasconcellos
---------------------------------
Anthony A. Vasconcellos, Trustee
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