UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 0-15392
REGENT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 31-1492857
--------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 EAST RIVERCENTER BOULEVARD
9TH FLOOR
COVINGTON, KENTUCKY 41011
---------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(859) 292-0030
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(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $.01 par value -34,704,738 shares outstanding
as of November 7, 2001
REGENT COMMUNICATIONS, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
INDEX
PART I FINANCIAL INFORMATION Page
Number
------
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
for the three months and nine months ended September
30, 2001 (unaudited) and September 30, 2000 (unaudited)............... 3
Condensed Consolidated Balance Sheets
as of September 30, 2001 (unaudited) and December 31, 2000............ 4
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2001 (unaudited)
and September 30, 2000 (unaudited).................................... 5
Notes to Condensed Consolidated Financial Statements (unaudited)............... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk..................... 17
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................................. 17
Item 2. Changes in Securities and Use of Proceeds...................................... 17
Item 6. Exhibits and Reports on Form 8-K............................................... 18
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2001 2000 2001 2000
----------------- ----------------- ---------------- ----------------
Gross broadcast revenues $15,507 $12,872 $44,119 $32,580
Less agency commissions 1,478 1,181 4,098 2,751
----------------- ----------------- ---------------- ----------------
Net broadcast revenues 14,029 11,691 40,021 29,829
Station operating expenses 9,851 7,952 28,165 20,649
Depreciation and amortization 3,380 2,126 9,998 5,395
Corporate general and administrative expenses 1,227 1,087 3,810 3,219
----------------- ----------------- ---------------- ----------------
Operating (loss) income (429) 526 (1,952) 566
Interest expense (724) (596) (2,498) (3,074)
Gain on sale of radio stations - 17,720 4,463 17,646
Other (expense) income, net (239) 329 (515) 1,131
----------------- ----------------- ---------------- ----------------
(Loss) income before income taxes and
extraordinary items (1,392) 17,979 (502) 16,269
Income tax benefit 400 - 1,000 -
----------------- ----------------- ---------------- ----------------
(Loss) income before extraordinary item (992) 17,979 498 16,269
Extraordinary loss on extinguishment of
debt, net of taxes - - - (1,114)
----------------- ----------------- ---------------- ----------------
Net (loss) income ($992) $17,979 $498 $15,155
================= ================= ================ ================
(Loss) income applicable to common shares:
(Loss) income ($992) $17,979 $498 $15,155
Preferred stock dividend requirements - - - (629)
Preferred stock accretion - - - (26,611)
----------------- ----------------- ---------------- ----------------
(Loss) income applicable to common shares ($992) $17,979 $498 ($12,085)
================= ================= ================ ================
Basic net (loss) income per common share:
(Loss) income before extraordinary item ($0.03) $0.52 $0.01 ($0.35)
Extraordinary item - - - (0.04)
----------------- ----------------- ---------------- ----------------
Net (loss) income per common share ($0.03) $0.52 $0.01 ($0.39)
================= ================= ================ ================
Diluted net (loss) income per common share:
(Loss) income before extraordinary item ($0.03) $0.51 $0.01 ($0.35)
Extraordinary item - - - (0.04)
----------------- ----------------- ---------------- ----------------
Net (loss) income per common share ($0.03) $0.51 $0.01 ($0.39)
================= ================= ================ ================
Number of common shares used in Basic calculation 34,153 34,596 33,945 31,121
Number of common shares used in Diluted calculation 34,153 35,415 34,851 31,121
The accompanying notes are an integral part of these
condensed consolidated financial statements
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REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
September 30, December 31,
2001 2000
------------------- ---------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,245 $ 778
Accounts receivable, less allowance of $700 and $403 at
September 30, 2001 and December 31, 2000, respectively 10,507 10,639
Other current assets 859 595
------------------- ---------------
Total current assets 12,611 12,012
Property and equipment, net 21,672 20,716
Intangible assets, net 226,493 217,897
Other assets, net 1,945 2,108
------------------- ---------------
Total assets $ 262,721 $ 252,733
=================== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,816 $ 1,672
Accrued compensation 1,495 932
Other current liabilities 1,842 2,298
------------------- ---------------
Total current liabilities 5,153 4,902
Long-term debt, less current portion 49,034 45,010
Deferred taxes and other long-term liabilities 3,451 4,401
------------------- ---------------
Total liabilities 57,638 54,313
Commitments and Contingencies
Stockholders' equity:
Common stock, $.01 par value, 60,000,000 shares authorized
36,012,911 and 35,158,349 shares issued at September 30,
2001 and December 31, 2000, respectively 360 352
Treasury shares, 1,363,752 shares, at cost, at September 30,
2001 and December 31, 2000 (7,063) (7,063)
Additional paid-in-capital 265,543 259,386
Retained deficit (53,757) (54,255)
------------------- ---------------
Total stockholders' equity 205,083 198,420
------------------- ---------------
Total liabilities and stockholders' equity $ 262,721 $ 252,733
=================== ===============
The accompanying notes are an integral part of these
condensed consolidated financial statements
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REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Nine months ended September 30,
2001 2000
---------------------- ---------------------
Cash flows from operating activities:
Net cash provided by operating activities $ 4,977 $ 2,560
Cash flows from investing activities:
Acquisitions of radio stations, net of cash acquired (19,503) (148,539)
Capital expenditures (2,129) (1,289)
Net proceeds from sale of radio stations 13,440 -
Escrow deposits for acquisitions of radio stations (375) (463)
Other 23 98
---------------------- ---------------------
Net cash used in investing activities (8,544) (150,193)
Cash flows from financing activities:
Proceeds from issuance of common and
convertible preferred stocks 20 156,938
Payment on buyback of treasury shares - (2,726)
Dividends paid on all series of preferred stock - (7,296)
Redemption of Series B preferred stock - (5,857)
Principal payments on long-term debt (16,476) (25,809)
Long-term debt borrowings 20,500 44,000
Payments for deferred financing costs - (1,904)
Payment of issuance costs (10) (11,606)
---------------------- ---------------------
Net cash provided by financing activities 4,034 145,740
Net increase (decrease) in cash and cash equivalents 467 (1,893)
Cash and cash equivalents at beginning of period 778 3,411
---------------------- ---------------------
Cash and cash equivalents at end of period $ 1,245 $ 1,518
====================== =====================
Supplemental schedule of non-cash financing
and investing activities:
Common stock issued in conjunction with the
acquisitions of stations in Utica-Rome and
Watertown, New York $ - $ 850
Common stock issued in conjunction with the acquisition
of KZAP-FM in Chico, California $ - $ 2,687
Common stock issued in conjunction with the acquisition of
six radio stations in Peoria, Illinois $ 6,000 $ -
The accompanying notes are an integral part of these
condensed consolidated financial statements
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REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
Regent Communications, Inc. (including its wholly-owned subsidiaries, the
"Company" or "Regent") was formed to acquire, own and operate radio stations in
medium-sized and small markets in the United States.
The condensed consolidated financial statements of Regent have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) and, in the opinion of management, include all adjustments
necessary for a fair presentation of the results of operations, financial
position and cash flows for each period shown. All adjustments are of a normal
and recurring nature. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to SEC rules and
regulations. Results for interim periods may not be indicative of results for
the full year. The December 31, 2000 condensed balance sheet was derived from
audited financial statements. These financial statements should be read in
conjunction with the financial statements and notes thereto included in Regent's
Form 10-K for the year ended December 31, 2000.
2. COMPLETED AND PENDING ACQUISITIONS AND DISPOSITIONS
COMPLETED ACQUISITIONS AND DISPOSITIONS
On May 9, 2001, the Company completed the acquisition by merger with
StarCom, Inc. of one AM and two FM radio stations (KXSS-AM, KKRS-FM and KLZZ-FM)
serving the St. Cloud, Minnesota market for approximately $5.0 million in cash.
The purchase was funded by borrowings under Regent's bank credit facility. Prior
to the closing of the purchase, the Company provided programming and other
services to the stations under a time brokerage agreement, which began in July
2000. The Company has allocated approximately $4.9 million of the purchase price
to FCC licenses and other intangibles and approximately $0.1 million to fixed
assets.
On June 1, 2001, the Company completed the sale of substantially all the
assets of its three radio stations serving the Palmdale, California market
(KTPI-FM, KAVC-AM, and KOSS-FM) to Concord Media Group, Inc. for approximately
$13.5 million in cash. The Company recognized a pre-tax gain of approximately
$4.5 million on the sale.
On August 29, 2001, the Company completed an acquisition from Two Petaz,
Inc.; WFYR, Inc.; Winston Communications, Inc. of Illinois; and the Cromwell
Group, Inc., of (i) substantially all the assets of WGLO-FM, WPPY-FM, WRVP-FM
and WVEL-AM, serving the Peoria, Illinois market, for a purchase price of
approximately $14.0 million in cash and (ii) substantially all the assets of
radio stations WFYR-FM and WIXO-FM, also serving the Peoria market, in exchange
for 786,141 shares of Regent common stock, valued at approximately $6.0 million.
Prior to the closing of the purchase, the Company provided programming and other
services to the stations under time brokerage agreements, which began in May
2001. The Company has preliminarily allocated approximately $18.4 million of the
purchase price to FCC licenses and approximately $1.6 million to fixed assets,
pending final review of the assets purchased. This acquisition falls within the
guidance of Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
which prescribes that intangible assets purchased through a
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business combination which is completed subsequent to June 30, 2001, and are
classified as having indefinite lives, such as FCC licenses, are not to be
amortized. See Note 6 in the Notes to Condensed Consolidated Financial
Statements for more information regarding the provisions of SFAS 142.
The following unaudited pro forma data summarize the combined results of
operations of Regent, together with the operations of the stations acquired in
2000 and 2001, but excluding the operations of the Palmdale, California stations
disposed of in the second quarter of 2001, as though the acquisition or
disposition of stations had occurred at the beginning of each of the periods
presented.
Nine Months Ended September 30,
-------------------------------
2001 2000
---- ----
(unaudited)
(In thousands, except per share amounts)
Net broadcast revenues $ 40,093 $ 39,089
Loss before extraordinary items $ (3,124) $ (1,665)
Net loss $ (3,124) $ (2,779)
Net loss per common share before extraordinary items:
Basic and diluted $ (0.09) $ (0.05)
Net loss per common share:
Basic and diluted $ (0.09) $ (0.08)
These unaudited pro forma amounts do not purport to be indicative of the
results that might have occurred if the foregoing transactions had been
consummated at the beginning of the nine-month periods.
ACQUISITIONS COMPLETED SUBSEQUENT TO SEPTEMBER 30, 2001
On October 15, 2001, the Company completed the acquisition of substantially
all the assets of WJET-FM, serving the Erie, Pennsylvania market, from NextMedia
Group II, Inc. for $4.9 million in cash.
PENDING ACQUISITIONS
On July 27, 2001, the Company entered into a definitive agreement to
purchase an option to buy Haith Broadcasting Corporation for approximately
$1.1 million in cash, and the stock of Haith Broadcasting Corporation, owner of
WFGR-FM, serving the Grand Rapids, Michigan market, for approximately
$3.9 million in cash. Regent has placed in escrow $250,000 to secure its
obligations under the agreement. The Company expects the transaction to close
in the first quarter of 2002.
Also on July 27, 2001, the Company entered into a definitive agreement to
purchase the stock of Frankenmuth Radio Co., Inc., owner of WZRZ-FM, serving the
Flint, Michigan market, for a purchase price of approximately $2.0 million, of
which approximately $1.4 million is payable in Regent common stock. Regent has
placed in escrow $125,000 to secure its obligations under the agreement. The
Company expects the transaction to close in the first quarter of 2002.
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On August 29, 2001, the Company entered into a definitive agreement to
purchase substantially all of the assets of seven radio stations serving the
Lafayette, Louisiana market from ComCorp of Lafayette, Inc. and its affiliates
for approximately $39.6 million in cash. Regent delivered an irrevocable letter
of credit in the amount of $2.0 million to secure its obligations under the
agreement. The Company expects the transaction to close in the fourth quarter of
2001.
3. LONG-TERM DEBT
In January of 2000, the Company entered into a credit agreement with a
group of lenders which provides for a senior reducing revolving credit facility
expiring December 31, 2006 with an initial aggregate revolving commitment of up
to $125.0 million (including a commitment to issue letters of credit of up to
$25.0 million in aggregate face amount, subject to the maximum revolving
commitment available) and an additional revolving loan facility with a maximum
aggregate amount of $50.0 million available, subject to the terms of the credit
agreement. This additional $50.0 million of borrowing capacity is available
until January 2002, and would thereafter convert to a term loan maturing
December 31, 2006. The credit facility is available for working capital and
acquisitions, including related acquisition expenses. At September 30, 2001,
there were borrowings of approximately $48.6 million outstanding under this
facility and there were approximately $76.4 million of available borrowings,
subject to the terms and conditions of the credit facility, of which
approximately $2.3 million was committed under letters of credit.
Under the credit facility, the Company is required to maintain a minimum
interest rate coverage ratio, minimum fixed charge coverage ratio, maximum
corporate overhead, and maximum financial leverage ratio, and to observe
negative covenants customary for facilities of this type. Borrowings under the
credit facility bear interest at a rate equal to, at the Company's option,
either (a) the higher of the rate announced or published publicly from time to
time by the agent as its corporate base of interest or the Overnight Federal
Funds Rate plus 0.5%, in either case plus the applicable margin determined under
the credit facility, or (b) the reserve-adjusted Eurodollar Rate plus the
applicable margin, which varies between 1.25% and 2.75% depending upon the
Company's financial leverage. Borrowings under the credit facility bore interest
at an average rate of 4.8% as of September 30, 2001. The Company is required to
pay certain fees to the agent and the lenders for the underwriting commitment,
administration and use of the credit facility. The Company's indebtedness under
this credit facility is collateralized by liens on substantially all of its
assets and by a pledge of its operating and license subsidiaries' stock and is
guaranteed by these subsidiaries.
4. CAPITAL STOCK
The Company's authorized capital stock consists of 60,000,000 shares of
common stock and 40,000,000 shares of preferred stock. No shares of preferred
stock were issued at September 30, 2001. Of the authorized but unissued
preferred stock, 620,000 shares are designated as Series A convertible preferred
stock, 1,000,000 shares as Series B senior convertible preferred stock,
4,000,000 shares as Series C convertible preferred stock, 1,000,000 shares as
Series D convertible preferred stock, 5,000,000 shares as Series E convertible
preferred stock, 4,100,000 shares as Series F convertible preferred stock,
1,800,000 shares as Series G convertible preferred stock, 2,200,000 shares as
Series H convertible preferred stock and 4,100,000 shares of Series K
convertible preferred stock. The Company also has 16,180,000 shares of preferred
stock whose series and designation have not been fixed.
In January 2000, the Company repurchased 275,152 shares of its common stock
for approximately $1.5 million from an affiliate of one of the underwriters of
its initial public
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offering of stock in order to comply with rules of the National Association of
Securities Dealers, Inc.
In July 2000, Regent's Board of Directors approved a program to buy back up
to $10.0 million of its common stock, of which approximately $5.5 million was
used during the year 2000 to purchase 1,088,600 shares. There were no purchases
of common stock by Regent during the first nine months of 2001, leaving the
Company the ability to buy back, at its discretion, up to $4.5 million worth of
its common stock under the program.
On March 20, 2001, Regent issued 37,230 shares of its common stock to River
Cities Capital Fund Limited Partnership upon the exercise in full, on a cashless
net issue basis, of outstanding warrants which provided for the purchase of a
total of 100,000 shares of Regent common stock at $5.00 per share. These
warrants had been issued in 1998 in connection with the issuance of Series B and
F convertible preferred stock. Regent's remaining warrants, which expire in
2003, entitle the holders to purchase a total of 790,000 shares of Regent's
common stock at $5.00 per share.
In August 2001, the Company issued 786,141 shares of its common stock,
valued at approximately $6.0 million, in connection with the acquisition of six
radio stations in Peoria, Illinois.
5. EARNINGS PER SHARE
Regent follows the provisions of SFAS 128, "Earnings Per Share," which
calls for the dual presentation of basic and diluted earnings per share ("EPS").
Basic EPS is based upon the weighted average common shares outstanding during
the period. Diluted EPS reflects the potential dilution that would occur if
common stock equivalents were exercised. For the nine months ended September 30,
2001, the effects of the assumed exercise of outstanding options to purchase
1,885,058 shares of common stock and warrants to purchase 790,000 shares of
common stock are dilutive. For the three months ended September 30, 2001, the
effects of the assumed exercise of the above options and warrants are not
dilutive, therefore, basic EPS and diluted EPS are the same for that period. The
effects of the assumed exercise of outstanding options to purchase 1,880,903
shares of common stock and warrants to purchase 890,000 shares of common stock
are dilutive for the quarter ended September 30, 2000, but are not dilutive for
the nine months ended September 30, 2000, therefore, basic EPS and diluted EPS
for that period are the same.
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------- ------------- ------------- -------------
(in thousands)
Weighted Average Basic Common Shares 34,153 34,596 33,945 31,121
Dilutive effect of stock options and warrants - 819 906 -
------------- ------------- ------------- -------------
Weighted Average Diluted Common Shares 34,153 35,415 34,851 31,121
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6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, "Business Combinations" ("SFAS 141") and No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141, which became effective on July 1,
2001, eliminated the use of pooling of interests for all business combinations
initiated after June 29, 2001 and also established specific criteria for the
recognition of intangible assets separate from goodwill. As the Company
historically reflected acquisitions using the purchase method, we do not believe
that SFAS 141 will have a significant impact on the Company. SFAS 142 requires
that a company no longer amortize the goodwill and intangible assets determined
to have an indefinite life and also requires an annual impairment testing of
those assets. SFAS 142 must be adopted in the first quarter of the first fiscal
year beginning after December 15, 2001. The Company will adopt SFAS 142 on
January 1, 2002. The Company is currently evaluating the full impact that SFAS
141 and SFAS 142 will have on its consolidated financial statements, and believe
that SFAS 142 could have a material impact on its financial statements as
amortization of goodwill and certain other intangible assets represents a
significant expense for the Company. For the three and nine months ended
September 30, 2001, amortization expense related to goodwill and indefinite life
intangibles was approximately $2.6 million and $7.7 million, respectively. In
addition, upon adoption, the Company will perform the first of the required
impairment tests of goodwill and indefinite life intangibles and have not yet
determined what the effect of these tests will be on the Company's financial
position or results of operations.
In June 2001, the FASB issued Statement of Financial Accounting Standards
No.143, "Accounting for Asset Retirement Obligations" that addresses the
recognition of asset retirement obligations. The statement is effective for
fiscal years beginning after June 15, 2002. The Company has not yet determined
the impact, if any, of adopting SFAS 143.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived
Assets" ("SFAS 144"). SFAS 144 supersedes SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Assets to be Disposed of" and certain
provisions of APB Opinion 30, "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions." SFAS 144 establishes a
single accounting model for long-lived assets to be disposed of by sale. SFAS
144 must be adopted in the first quarter of the first fiscal year beginning
after December 15, 2001. The Company will adopt SFAS 144 on January 1, 2002. The
Company is currently evaluating the full impact that SFAS 144 will have on its
consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The performance of a radio station group, such as ours, is customarily
measured by its ability to generate broadcast cash flow. The term "broadcast
cash flow" means operating income (loss) before depreciation and amortization
and corporate general and administrative expenses. Although broadcast cash flow
is not a measure of performance calculated in accordance with generally accepted
accounting principles, we believe that broadcast cash flow is accepted by the
broadcasting industry as a generally recognized measure of performance and is
used by analysts who report publicly on the performance of broadcasting
companies. Nevertheless, this measure should not be considered in isolation or
as a substitute for operating income, net income, net cash
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provided by operating activities or any other measure for determining our
operating performance or liquidity that is calculated in accordance with
generally accepted accounting principles.
This Form 10-Q includes certain forward-looking statements with respect to
our company that involve risks and uncertainties. These statements are
influenced by our financial position, business strategy, budgets, projected
costs, and plans and objectives of management for future operations. They may
use words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "project" and other similar expressions. Although we believe our
expectations reflected in these forward-looking statements are based on
reasonable assumptions, we cannot assure you that our expectations will prove
correct. Actual results and developments may differ materially from those
conveyed in the forward-looking statements. For these statements, we claim the
protections of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
Important factors that could cause actual results to differ materially from
the expectations reflected in the forward-looking statements include changes in
general economic, business and market conditions, as well as changes in such
conditions that may affect the radio broadcast industry or the markets in which
we operate, including, in particular, the ongoing impact of the September 11,
2001 tragedy and the war on terrorism, increased competition for attractive
radio properties and advertising dollars, fluctuations in the cost of operating
radio properties, our ability to manage our growth, our ability to integrate our
acquisitions, and changes in the regulatory climate affecting radio broadcast
companies. These forward-looking statements speak only as of the date on which
they are made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date of this Form 10-Q.
If we do update one or more forward-looking statements, you should not conclude
that we will make additional updates with respect to those or any other
forward-looking statements.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the condensed
consolidated financial statements. Results for the interim periods may not be
indicative of the results for the full years. A comparison of the three and nine
months ended September 30, 2001 versus September 30, 2000 follows:
Our results from operations for the three and nine months ended September
30, 2001 have been substantially affected by the terrorist activities of
September 11, 2001. At the time of the attacks we decided the public interest
would be best served by the presentation of continuous, commercial-free coverage
of the unfolding events on our stations. The resulting loss of revenue, plus the
economic uncertainty fueled by the attacks, on top of an already sluggish
economy, has resulted in reduced earnings for the current year periods presented
below.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001 TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
Net broadcast revenues for the third quarter of 2001 increased by 20% over
the prior year quarter, from $11.7 million in 2000 to $14.0 million in 2001. For
the same comparable periods, station operating expenses increased 24% from $8.0
million to $9.9 million, and depreciation and amortization increased 59% from
$2.1 million to $3.4 million. A primary factor influencing the increases in all
categories was the August 24, 2000 exchange of radio stations with Clear Channel
Communications, Inc. (the "Clear Channel Exchange"), whereby we relinquished
three stations in Mansfield, Ohio, five stations in Victorville, California, and
$80.5 million in cash to obtain four stations in Grand Rapids, Michigan and six
stations in Albany, New York. Additionally, our
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operation under a time brokerage agreement and subsequent purchase of six
stations in Peoria, Illinois during the third quarter of 2001 also contributed
to these increases. The increases in the above categories were partially offset
by the sale of the Palmdale, California stations during the second quarter of
2001 and net broadcast revenues were offset by the economic impact of the
terrorist attacks of September 11. The Clear Channel Exchange, offset by the
sale of Palmdale and the economic impact of the terrorist attacks, also
contributed to a 7% increase in our broadcast cash flow, excluding barter, for
the third quarter of 2001, increasing to $4.1 million from $3.8 million in 2000.
While the acquisitions mentioned above have affected the comparability of
our 2001 results from operations to those of 2000, we believe more direct
quarter-to-quarter comparisons can be made for results of operations for those
markets in which we have been operating for five full quarters, exclusive of any
markets held for sale. This group of comparable markets is currently represented
by 34 radio stations in eight markets. In these comparable markets, for the
three months ended September 30, 2001, as compared to the same period in 2000,
our net broadcast revenues, excluding barter revenues, increased by less than
one percent, and broadcast cash flow decreased by 19.4%. The flat revenue and
decrease in broadcast cash flow is largely attributable to the commercial free
format the Company adopted in the days following the September 11 terrorist
attack, and the subsequent decline in advertising revenue, as advertisers
decreased spending levels due to the general economic uncertainty caused by the
attacks, on top of an already weak economy, and in certain instances, diverted
funds from their advertising budgets to make contributions to relief efforts.
Corporate general and administrative expenses increased $0.1 million, or
13%, from approximately $1.1 million in the third quarter of 2000 to $1.2
million in the third quarter of 2001. Our corporate expenses stabilized in the
second and third quarters of 2001, as the programs we implemented during the
year 2000 to increase our corporate and technical infrastructure for our larger
size became effective. Interest expense increased 21% from approximately $0.6
million in 2000 to $0.7 million in 2001, primarily due to more borrowings under
the credit facility during the third quarter of 2001 than the comparable 2000
quarter, and three full months of borrowings in the third quarter of 2001,
versus one and one-half months in 2000. The increase was mitigated somewhat by
lower interest rates during the third quarter of 2001.
During the third quarter of 2000, we recognized a pre-tax gain of
approximately $17.7 million on the Clear Channel Exchange.
We recorded an income tax benefit of approximately $0.4 million for the
third quarter of 2001, as compared to no tax provision recorded in the third
quarter of 2000, as a full valuation allowance recorded against the deferred
tax assets was released as we considered the impact of the tax liabilities
resulting from purchase transactions; statutory restrictions on the use of
operating losses; and a tax planning strategy available to us.
Diluted net loss per common share for the third quarter of 2001 was $0.03
compared to diluted net income per common share of $0.51 in 2000. The large per
share amount for 2000 was primarily the result of the gain we recognized on the
Clear Channel Exchange during the third quarter of 2000.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO NINE MONTHS ENDED
SEPTEMBER 30, 2000
Net broadcast revenues for the first nine months of 2001 increased over
that of the 2000 period by 34%, from $29.8 million to $40.0 million, while
station operating expenses increased from $20.6 million to $28.2 million, an
increase of 36%. Depreciation and amortization increased from $5.4 million to
$10.0 million, an increase of 85%. The increase in all categories is
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due primarily to the stations acquired through the Clear Channel Exchange during
the third quarter of 2000, and to a lesser extent, the acquisition of stations
in Utica-Rome and Watertown, New York during the first quarter of 2000. Our time
brokerage agreement for stations in St. Cloud, Minnesota during the third
quarter of 2000, and time brokerage agreement and subsequent purchase of
stations in Peoria, Illinois during the second and third quarters of 2001,
respectively, also contributed to the increases. These increases were partially
offset by the sale of the Palmdale, California stations during the second
quarter of 2001 and broadcast revenues were also offset by the economic impact
of the events of September 11, 2001. The above factors also contributed to the
27% increase in broadcast cash flow, excluding barter, for the nine months ended
September 30, 2001, increasing to $11.5 million from $9.1 million for the same
period in 2000.
Corporate general and administrative expenses increased 18% from $3.2
million in 2000 to $3.8 million in 2001, as we increased the corporate and
technical infrastructures to support the expansion of our operations and prepare
for future increases in size. Interest expense decreased 19%, from approximately
$3.1 million in 2000 to $2.5 million in 2001. After removing the effect of
approximately $1.5 million of the 2000 interest expense, which was the result of
the mark to fair market value of our warrant liability, interest expense
increased $0.9 million, or approximately 59%. This increase was the result of a
full nine months of debt service during 2001, versus one and one-half months in
2000.
We recognized a pre-tax gain on the sale of the Palmdale, California radio
stations of approximately $4.5 million during the second quarter of 2001. During
the third quarter of 2000, we recognized a pre-tax gain of approximately $17.7
million on the Clear Channel Exchange.
The effective tax rate differs from that computed at the federal statutory
rate of 34% principally because of the effect of state income taxes of 2.5%, net
of federal benefit, and an increase in deferred tax assets for true-up of net
operating loss carry-forwards in the first quarter of 2001. For the comparable
period of 2000 there was no tax provision, as a full valuation allowance
recorded against the deferred tax assets was released as we considered the
impact of the tax liabilities resulting from purchase transactions; statutory
restrictions on the use of operating losses; and a tax planning strategy
available to us.
During the first nine months of 2000 we recognized an extraordinary charge
of approximately $1.1 million, net of taxes, related to the write-off of
deferred financing fees associated with the payoff of our former credit facility
in January of 2000.
Diluted net income per common share for the first nine months of 2001 was
$0.01 compared to a net loss per common share of $0.39 for the same period in
2000. The large net loss per common share in 2000 was primarily the result of
redeemable preferred stock dividends and redeemable preferred stock and
warrants accretion from January 1 through completion of our initial public
offering on January 28, 2000, offset partially by the gain on exchange of
radio stations in the third quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at September 30, 2001 was approximately $1.2 million
compared to $1.5 million at September 30, 2000. Net cash provided by operating
activities was $5.0 million in 2001 compared to $2.6 million for 2000. The
increase was due primarily to the operating activities of radio stations
acquired and/or operated under time brokerage agreements in 2001 and those
acquired through the Clear Channel Exchange in the third quarter of 2000. Net
cash used in investing activities was $8.5 million for 2001. The purchase of
three stations in St. Cloud, Minnesota and six stations in Peoria, Illinois used
approximately $19.5 million of cash. These
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outflows were partially offset by net proceeds of approximately $13.4 million
from the sale of our radio stations in Palmdale, California. For the comparable
period in 2000, cash flow used in investing activities was $150.2 million, due
principally to the acquisitions of radio stations in Utica and Watertown, New
York, El Paso, Texas, and the cash payment for the stations we acquired through
the Clear Channel Exchange. Cash flows provided by financing activities were
approximately $4.0 million in 2001 due primarily to borrowings under our credit
facility to finance our 2001 acquisitions, net of repayments of the facility
with proceeds from the sale of our Palmdale radio stations. In the first nine
months of 2000, cash flows provided by financing activities were approximately
$145.7 million, due primarily to net proceeds received from our initial public
offering in January 2000 and borrowings under our credit facility to fund a
portion of the cash payment in the Clear Channel Exchange. These proceeds were
offset by the payoff of our old credit facility and issuance costs related to
our initial public offering in January 2000.
SOURCES OF FUNDS
In January 2000, we entered into a $125.0 million senior secured seven-year
reducing revolving bank credit facility maturing December 31, 2006. This
facility also provides for an additional $50.0 million of borrowing capacity on
substantially the same terms to fund future acquisitions, subject to terms and
conditions of the credit agreement. While we do not anticipate any borrowings
under this additional capacity, it is available until January 27, 2002, and any
borrowings thereunder would thereafter convert to a term loan maturing December
31, 2006.
The credit facility permits the borrowing of available credit for working
capital requirements and general corporate purposes, including transaction fees
and expenses, and to fund permitted acquisitions. The facility also permits us
to request from time to time that the lenders issue letters of credit in an
aggregate amount up to $25.0 million in accordance with the same lending
provisions. The commitment, and our maximum borrowings, will reduce over five
years beginning in 2002 as follows (in thousands):
December 31, Commitment Amount
------------ -----------------
2001 $125,000
2002 106,250
2003 87,500
2004 62,500
2005 37,500
2006 0
The $25.0 million letter of credit sub-limit also reduces proportionately
but not below $15.0 million. Mandatory prepayments and commitment reductions
will also be required from certain asset sales, subordinated debt proceeds,
excess cash flow amounts and sales of equity securities.
Under the terms of the facility, we are required to maintain a minimum
interest rate coverage ratio, minimum fixed charge coverage ratio, maximum
corporate overhead and maximum financial leverage ratio and to observe negative
covenants customary for facilities of this type. Borrowings under the credit
facility bear interest at a rate equal to (a) the higher of the rate announced
or published publicly from time to time by the agent as its corporate base of
interest or the Overnight Federal Funds Rate plus 0.5%, in either case plus the
applicable margin determined under the credit facility, or (b) the
reserve-adjusted Eurodollar Rate plus the applicable margin, which varies
between 1.25% and 2.75% depending upon our financial leverage. Borrowings
outstanding at September 30, 2001 bore interest at an average rate of 4.8%.
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We are required to pay certain fees to the agent and the lenders for the
underwriting commitment, administration and use of the credit facility. Our
indebtedness under this credit facility is collateralized by liens on
substantially all of our assets and by a pledge of our operating and license
subsidiaries' stock and is guaranteed by these subsidiaries.
At November 1, 2001 there were borrowings of approximately $53.1 million
outstanding under our facility, and there was approximately $71.9 million of
available borrowings, subject to the terms and conditions of the credit
facility, of which approximately $2.0 million was committed under a letter of
credit.
On June 1, 2001, we completed the sale of substantially all the assets of
our three radio stations serving the Palmdale, California market (KTPI-FM,
KAVC-AM, and KOSS-FM) to Concord Media Group, Inc. for approximately $13.5
million. We recognized a pre-tax gain of approximately $4.5 million on the sale
of these stations, and the net proceeds were used to pay down outstanding
borrowings under our credit facility.
USES OF FUNDS
On May 9, 2001, we completed the acquisition by merger with StarCom, Inc.
of one AM and two FM radio stations (KXSS-AM, KKRS-FM and KLZZ-FM) serving the
St. Cloud, Minnesota market for approximately $5.0 million in cash, which was
funded from the credit facility. Prior to the closing of the purchase, we
provided programming and other services to the stations under a time brokerage
agreement, which began in July 2000. We have allocated approximately $4.9
million of the purchase price to FCC licenses and other intangibles and
approximately $0.1 million to fixed assets.
On August 29, 2001, we completed the acquisition of one AM and three FM
radio stations (WVEL-AM, WGLO-FM, WPPY-FM and WRVP-FM) serving the Peoria,
Illinois market for approximately $14.0 million in cash, which was funded with
borrowings under the credit facility. We also purchased substantially all the
assets of radio stations WFYR-FM and WIXO-FM, also serving the Peoria market,
for approximately $6.0 million, paid by the issuance of 786,141 shares of Regent
common stock. Prior to the completion of the acquisition, we provided
programming and other services to the stations under time brokerage agreements,
which began in May 2001. We have preliminarily allocated approximately $18.4
million of the purchase price to FCC licenses and approximately $1.6 million
to fixed assets, pending final review of the assets purchased. This acquisition
falls within the guidance of Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), which prescribes that intangible assets purchased through
a business combination which is completed subsequent to June 30, 2001, and are
classified as having indefinite lives, such as FCC licenses, are not to be
amortized. See Recently Issued Accounting Pronouncements for more information
on SFAS 142.
In the first nine months of 2001 we funded capital expenditures of $2.1
million, of which approximately $650,000 was related to the acquisition of a new
broadcasting tower in our Flint, Michigan market. The remaining balance was
utilized to upgrade our equipment and facilities, primarily at stations acquired
in 2000, in order to remain competitive and to create cost savings over the long
term. We expect capital expenditures in 2001 to be approximately $2.7 million,
resulting in an increase of approximately $1.0 million compared to last year,
due to various capital projects related to the radio stations we acquired in
2000 and 2001 and the correlating increase in the size of our infrastructure.
SUBSEQUENTLY COMPLETED ACQUISITIONS
On October 15, 2001, we completed the acquisition of substantially all the
assets of WJET-FM, serving the Erie, Pennsylvania market, from NextMedia Group
II, Inc. for $4.9 million in cash, which we funded with borrowings under the
credit facility.
-15-
PENDING ACQUISITIONS
On July 27, 2001, the Company entered into a definitive agreement to
purchase an option to buy Haith Broadcasting Corporation for approximately
$1.1 million in cash, and the stock of Haith Broadcasting Corporation, owner
of WFGR-FM, serving the Grand Rapids, Michigan market, for approximately $3.9
million in cash. Regent has placed in escrow $250,000 to secure its obligations
under the agreement. The Company expects the transaction to close in the first
quarter of 2002.
Also on July 27, 2001, the Company entered into a definitive agreement to
purchase the stock of Frankenmuth Radio Co., Inc., owner of WZRZ-FM, serving the
Flint, Michigan market, for a purchase price of approximately $2.0 million, of
which approximately $1.4 million is payable in Regent common stock. Regent has
placed in escrow $125,000 to secure its obligations under the agreement. The
Company expects the transaction to close in the first quarter of 2002
On August 29, 2001, we entered into a definitive agreement to purchase
substantially all of the assets of seven radio stations serving the Lafayette,
Louisiana market from ComCorp of Lafayette, Inc. and its affiliates for
approximately $39.6 million in cash. We delivered an irrevocable letter of
credit in the amount of $2.0 million to secure our obligation under the
agreement. We expect the transaction to close in the fourth quarter of 2001.
We believe that the cash generated from our operations, available
borrowings under our credit facility, and/or various other sources of funds that
may be available to us, will be sufficient to complete our pending acquisitions
and to meet our requirements for corporate expenses and capital expenditures for
the foreseeable future, based on our projected operations and indebtedness.
After giving effect to all pending transactions, the outstanding borrowings
under our credit facility would be approximately $97.9 million with available
borrowings of approximately $27.1 million, subject to the terms and conditions
of the credit facility.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, "Business Combinations" ("SFAS 141") and No 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141, which became effective on July 1,
2001, eliminated the use of pooling of interests for all business combinations
initiated after June 29, 2001 and also established specific criteria for the
recognition of intangible assets separate from goodwill. As we historically have
reflected acquisitions using the purchase method, we do not believe SFAS 141
will have a significant impact on us. SFAS 142 requires that a company no longer
amortize the goodwill and intangible assets determined to have an indefinite
life and also requires an annual impairment testing of those assets. SFAS 142
must be adopted in the first quarter of the first fiscal year beginning after
December 15, 2001. We will adopt SFAS 142 on January 1, 2002 and are currently
evaluating the full impact that SFAS 141 and SFAS 142 will have on our
consolidated financial statements. We believe that SFAS 142 could have a
material impact on our financial statements as amortization of goodwill and
certain other intangible assets represents a significant expense for us. For the
three and nine months ended September 30, 2001, amortization expense related to
goodwill and indefinite life intangibles was approximately $2.6 million and $7.7
million, respectively. In addition, upon adoption, we will perform the first of
the required impairment tests of goodwill and indefinite life intangibles, and
we have not yet determined the effect of these tests on our financial position
or results of operations.
-16-
In June 2001, the FASB issued Statement of Financial Accounting Standards
No.143, "Accounting for Asset Retirement Obligations" that addresses the
recognition of asset retirement obligations. The statement is effective for
fiscal years beginning after June 15, 2002. The Company has not yet determined
the impact, if any, of adopting SFAS 143.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived
Assets" ("SFAS 144"). SFAS 144 supersedes SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Assets to be Disposed of" and certain
provisions of APB Opinion 30, "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions." SFAS 144 establishes a
single accounting model for long-lived assets to be disposed of by sale. SFAS
144 must be adopted in the first quarter of the first fiscal year beginning
after December 15, 2001. The Company will adopt SFAS 144 on January 1, 2002. The
Company is currently evaluating the full impact that SFAS 144 will have on its
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to the impact of interest rate changes as borrowings under
our credit facility bear interest at variable interest rates. It is our policy
to enter into interest rate transactions only to the extent considered necessary
to meet our objectives. As of September 30, 2001, we have not employed any
financial instruments to manage our interest rate exposure. Based on our
exposure to variable rate borrowings at September 30, 2001, a one percent (1%)
change in the weighted average interest rate would change our annual interest
expense by approximately $486,000.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We currently and from time to time are involved in litigation incidental to
the conduct of our business. In the opinion of our management, we are not a
party to any lawsuit or legal proceeding which is likely to have a material
adverse effect on our business or financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On August 29, 2001, the Company issued 786,141 shares of Regent common
stock to a shareholder of the selling corporations in connection with the
Company's acquisition of radio stations in Peoria, Illinois as described above
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations." These securities were issued pursuant to the exemptions
contained in section 4(2) of the Securities Act of 1933, as amended and Rule 506
of Regulation D promulgated thereunder.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits identified as Part II Exhibits on the following
Exhibit Index, which is incorporated herein by this reference, are
filed or incorporated by reference as exhibits to Part II of this Form
10-Q.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the third quarter of 2001
-18-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
REGENT COMMUNICATIONS, INC.
Date: November 9, 2001 By: /s/ Terry S. Jacobs
-------------------------------------
Terry S. Jacobs, Chairman of the Board
and Chief Executive Officer
Date: November 9, 2001 By: /s/ Anthony A. Vasconcellos
-------------------------------------
Anthony A. Vasconcellos, Senior Vice
President and Chief Financial Officer
(Chief Accounting Officer)
S-1
EXHIBIT INDEX
The following exhibits are filed, or incorporated by reference
where indicated, as part of Part II of this report on Form 10-Q:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3(a)* Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended by a Certificate of Designation,
Number, Powers, Preferences and Relative, Participating, Optional
and Other Special Rights and the Qualifications, Limitations,
Restrictions, and Other Distinguishing Characteristics of Series
G Preferred Stock of Regent Communications, Inc., filed January
21, 1999 (previously filed as Exhibit 3(a) to the Registrant's
Form 10-K for the Fiscal Year Ended December 31, 1998, filed
March 31, 1999 and incorporated herein by this reference)
3(b)* Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Regent Communications, Inc. filed with the
Delaware Secretary of State on November 19, 1999 (previously
filed as Exhibit 3(b) to the Registrant's Form 10-Q for the
Quarter Ended June 30, 2001 and incorporated herein by this
reference)
3(c)* Certificate of Decrease of Shares Designated as Series G
Convertible Preferred Stock of Regent Communications, Inc., filed
with the Delaware Secretary of State on June 21, 1999 amending
the Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit
3(c) to the Registrant's Form 10-Q for the Quarter Ended June 30,
1999 and incorporated herein by this reference)
3(d)* Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Special Rights and
the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series H Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of
State on June 21, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as
amended (previously filed as Exhibit 3(d) to the Registrant's
Form 10-Q for the Quarter Ended June 30, 1999 and incorporated
herein by this reference)
3(e)* Certificate of Decrease of Shares Designated as Series G
Convertible Preferred Stock of Regent Communications, Inc., filed
with the Delaware Secretary of State on August 23, 1999 amending
the Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit
3(e) to the Registrant's Form 10-Q for the Quarter Ended on
September 30, 1999 and incorporated herein by this reference)
3(f)* Certificate of Increase of Shares Designated as Series H
Convertible Preferred Stock of Regent Communications, Inc., filed
with the Delaware Secretary of State on August 23, 1999 amending
the Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit
3(f) to the Registrant's Form 10-Q for the Quarter Ended on
September 30, 1999 and incorporated herein by this reference)
3(g)* Certificate of Designation, Number, Powers Preferences and
Relative, Participating, Optional, and Other Special Rights and
the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series K Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary of
State on December 13, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as
amended (previously filed as Exhibit 3(g) to Amendment No. 1 to
the Registrants Form S-1 Registration Statement No. 333-91703
filed December 29, 1999 and incorporated herein by this
reference)
3(h)* Amended and Restated By-Laws of Regent Communications, Inc.
(previously filed as Exhibit 3(b) to the Registrant's Form S-4
Registration Statement No. 333-46435 effective May 7, 1998 and
incorporated herein by this reference).
3(i)* Amendments to By-Laws of Regent Communications, Inc. adopted
December 13, 1999 (previously filed as Exhibit 3(h) to Amendment
No. 1 to the Registrant's Form S-1 Registration Statement No.
333-91703 filed December 29, 1999 and incorporated herein by this
reference)
4(a)* Credit Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing
lender, General Electric Capital Corporation, as syndication
agent, Dresdner Bank AG, New York and Grand Cayman Branches, as
document agent, and the several lenders party thereto (excluding
exhibits not deemed material or filed separately in executed
form) (previously filed as Exhibit 4(a) to the Registrant's Form
8-K filed February 10, 2000 and incorporated herein by this
reference)
4(b)* Omnibus Amendment No. 1 and Amendment No. 1 to Credit Agreement
dated as of February 4, 2000 among Regent Broadcasting, Inc.,
Regent Communications, Inc., Fleet National Bank, as
administrative agent, Fleet National Bank, as issuing lender,
General Electric Capital Corporation, as syndication agent,
Dresdner Bank AG, New York and Grand Cayman Branches, as document
agent, and the several lenders party thereto (previously filed as
Exhibit 4(e) to the Registrant's Form 8-K filed February 10, 2000
and incorporated herein by this reference)
4(c)* Amendment No. 2 and Consent, dated as of August 23, 2000, to
the Credit Agreement dated as of January 27, 2000, as amended,
among Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National
Bank, as issuing lender, General Electric Capital Corporation,
as syndication agent, Dresdner Bank AG, New York and Grand
Cayman Branches, as document agent, and the several lenders
party thereto (previously filed as Exhibit 4(c) to the
Registrant's Form 10-K for the year ended December 31, 2000 and
incorporated herein by this reference)
4(d)* Amendment No. 3 dated as of December 1, 2000, to the Credit
Agreement dated as of January 27, 2000, as amended, among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing
lender, General Electric Capital Corporation, as syndication
agent, Dresdner Bank AG, New York and Grand Cayman Branches,
as document agent, and the several lenders party thereto
(previously filed as Exhibit 4(d) to the Registrant's Form 10-K
for the year ended December 31, 2000 and incorporated herein by
this reference)
4(e)* Revolving Credit Note dated as of February 7, 2000 made by Regent
Broadcasting, Inc. in favor of Fleet National Bank in the
original principal amount of $25 million (previously filed as
Exhibit 4(f) to the Registrant's Form 8-K filed February 10, 2000
and incorporated herein by this reference) (See Note 1 below)
4(f)* Subsidiary Guaranty Agreement dated as of January 27, 2000 among
Regent Broadcasting, Inc., Regent Communications, Inc. and each
of their subsidiaries and Fleet National Bank, as collateral
agent (previously filed as Exhibit 4(c) to the Registrant's Form
8-K filed February 10, 2000 and incorporated herein by this
reference)
4(g)* Pledge Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc. and each of their
subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(d) to the Registrant's Form 8-K
filed February 10, 2000 and incorporated herein by this
reference)
4(h)* Security Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc. and each of their
subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(b) to the Registrant's Form 8-K
filed February 10, 2000 and incorporated herein by this
reference)
10(a) Registration Rights Agreement, dated as of August 28, 2001,
between Regent Communications, Inc. and Bayard H. Walters.
10(b) Third Amendment to Registration Rights Agreement, dated
August 28, 2001, among Regent Communications, Inc. and the
Stockholders who are signatories thereto.
- ----------------
* Incorporated by reference.