PortionsTable of registrant’s definitive Proxy Statement to be filed during April 2009 in connection with the 2009 Annual Meeting of Stockholders presently scheduled to be held on June 3, 2009 are incorporated by reference into Part III of this Form 10-K. Contents

AllocationTable of Acquisition Purchase Price and Valuation of Acquired Intangible Assets — We believe the determination of the fair value of our acquired intangible assets is a critical accounting policy as their value is significant relative to our total assets. We apply various common valuation methods to determine the value of tangible assets, FCC licenses, and other intangible assets. The critical assumptions we use in the valuation of our intangible assets include assumptions about market growth, cash flow growth, multiples of cash flow, and other economic factors. Contents

PortionsTable of registrant’s definitive Proxy Statement to be filed during April 2009 in connection with the 2009 Annual Meeting of Stockholders presently scheduled to be held on June 3, 2009 are incorporated by reference into Part III of this Form 10-K. Contents

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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, ~~2008 or~~2009


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

~~REGENT~~TOWNSQUARE ~~COMMUNICATIONS~~MEDIA, INC.,

F/K/A 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.)


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

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

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

Common Stock, $.01 par value per share (Title of class)


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

~~Rights~~Securities toregistered ~~purchase~~pursuant ~~Series J~~to ~~Junior~~section ~~Participating Preferred Stock~~ 12(~~Title~~g) of ~~class)~~the Act: None

The Nasdaq Stock Market LLC (Name of exchange on which registered)

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 ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item 405~~posted ofon ~~Regulation S-K is~~its ~~not~~corporate ~~contained~~Web ~~herein~~site, ~~and~~if ~~will~~any, ~~not~~every beInteractive ~~contained,~~Data toFile ~~the~~required ~~best~~to ofbe ~~registrant’s~~submitted ~~knowledge,~~and inposted ~~definitive~~pursuant ~~proxy~~to orRule 405 ~~information~~of ~~statements~~Regulation S-T ~~incorporated~~(§ by232.405 ~~reference~~of inthis ~~Part III~~chapter) ofduring ~~this~~the ~~Form~~preceding ~~10-K~~12 months (or ~~any~~for ~~amendment~~such shorter period that the registrant was required to ~~this~~submit ~~Form~~and ~~10-K~~post such files). þYes o No o

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of isdelinquent afilers ~~large~~pursuant ~~accelerated~~to ~~filer,~~Item 405 anof ~~accelerated~~Regulation S-K ~~filer,~~(§ a229.405 ~~non-accelerated~~of ~~filer~~this chapter) is not contained herein, orand awill ~~smaller~~not ~~reporting~~be ~~company. See~~contained, to the ~~definitions~~best of ~~“large~~ ~~accelerated~~registrant’s ~~filer~~knowledge,” ~~“accelerated~~in ~~filer”~~definitive ~~and~~proxy ~~“smaller~~or ~~reporting~~information ~~company”~~statements incorporated by reference in Part III ~~Rule~~of ~~12b~~this Form 10-2K ofor ~~the~~any ~~Exchange~~amendment ~~Act.~~to ~~(Check~~this ~~one):~~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, ~~2008~~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 $308,~~569~~519,~~596~~333 based upon the closing sale price of $0.9025 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.)

~~The~~Indicate ~~number~~by ofcheck ~~common~~mark ~~shares~~whether ofthe registrant ~~outstanding~~has asfiled ofall ~~March~~documents and reports required to be filed by Section 2012, ~~2009~~13 ~~was~~or ~~42,255,521~~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

~~REGENT~~Cautionary ~~COMMUNICATIONS,~~Statement ~~INC.~~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		24
Item 1A Risk Factors		2126
Item 1B Unresolved Staff Comments		2830
Item 2 Properties		2830
Item 3 Legal Proceedings		2931
Item 4 Submission of Matters to a Vote of Security Holders		29
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		3032
Item 6 Selected Financial Data		3234
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations		3435
Item 7A Quantitative and Qualitative Disclosures about Market Risk		5756
Item 8 Financial Statements and Supplementary Data		5857
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		96
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		97
Item 9A Controls and Procedures		96
Item 9A(T) Controls and Procedures		97
Item 9B Other Information		9798
Part III
Item 10 Directors, Executive Officers and Corporate Governance		9799
Item 11 Executive Compensation		97109
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		97117
Item 13 Certain Relationships and Related Transactions, and Director Independence		98117
Item 14 Principal Accounting Fees and Services		98118
Part IV
Item 15 Exhibits, Financial Statement Schedules		98118
EX-10(o)
Exhibit 4(f)
EX-10(q)
Exhibit 4(g)
EX-10(r)
Exhibit 10(l)
EX-21
Exhibit 10(m)
EX-23.1
Exhibit 21
EX-31(a)
Exhibit 31(a)
EX-31(b)
Exhibit 31(b)
EX-32(a)
Exhibit 32(a)
EX-32(b)
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~~ this report, when we use the term “Regent,” “Townsquare Media” or “the Company” and the pronouns “we,” “our” and “us,” we mean ~~Regent~~ ~~Communications~~Townsquare Media, Inc. and all its subsidiaries, unless the context ~~otherwise~~ 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 ~~2008~~2009 Market Report, except in Albany, New York, Grand Rapids, Michigan and ~~El Paso~~Buffalo, ~~Texas~~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.

~~Completed~~- ~~Dispositions~~4 -

We completed the following dispositions in 2008:

- 2 -

Sale

Price

No. of

(in

Date

Purchaser

Market

Stations

Call Letters

millions)

Completed

Stephens Media Group

Watertown, NY

WCIZ-FM

6.25

02/01/08

Watertown, LLC

WFRY-FM

WTNY-AM

WNER-AM

Capital Broadcasting, Inc.

Albany, NY

WTMM-AM(1)

0.85

02/05/08

Culver Communications II,

Buffalo, NY

WECK-AM

1.30

03/11/08

Inc. and related entities

Chapter 11 Reorganization

(On March 1, 2010 (the “Petition Date”), ~~Effective~~the ~~November~~Company 1and its wholly owned subsidiaries (collectively, ~~2007~~the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code, ~~Capital~~11 ~~Broadcasting~~U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware, ~~Inc~~Case No. 10-10632 ~~began~~(KG). ~~operating~~From ~~WTMM~~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-AMin-possession ~~under~~subject ato the ~~time~~jurisdiction ~~brokerage~~of ~~agreement~~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.

- 5 -

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.

- 6 -

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.

- 37 -

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.~~

• 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~~8 -

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.

- 4 -

WeAcquisition ~~have sold or will sell stations in different markets that did not or do not fit within our~~Strategy existing acquisition strategy. Due to current market and general economic conditions, we are focused on reducing our leverage ratio. 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~~9 ~~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

- 5 -

~~target~~• ~~property~~convert ~~prior~~acquired stations to ~~final~~our ~~Federal~~communications ~~Communications~~network ~~Commission (“FCC”)~~and ~~approval~~centralized networked accounting system; and ~~the~~• ~~consummation~~establish ofrevenue ~~the~~and ~~acquisition,~~expense inbudgets ~~order~~consistent towith ~~gain~~the aprogramming ~~head~~and ~~start~~sales onstrategy ~~the integration~~and ~~process~~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, ~~2008~~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 ~~2008~~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 ~~2008~~2009 Market Report, published by BIA Publications, Inc. The information was obtained from that database on February 27, 2009. - We obtained all audience share information from the Fall 2008 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

Format

Target

Albany, NY

16.2

WQBJ-FM

Alternative Rock

M 18-49

WQBK-FM

Alternative Rock

M 18-49

WBZZ-FM

Hot Adult Contemporary

W 25-54

WGNA-FM

Country

A 25-54

WTMM-FM

Sports/Talk

M 35+

- 10 -

- 6 -

Station

•

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.

Cluster

Station

•

N/A indicates the market has no MSA rank and is not rated by Arbitron.

Rank by

Cluster

Station

Primary

Market

12+

Radio Market/

MSA

REV

Programming

Demographic

Revenue

Audience

Station Call Letters

Rank

Format

Target

Bloomington, IL

241

201

32.8

WJBC-AM

News/Talk

A 35-54

WBNQ-FM

Hot Adult Contemporary

W 25-54

WBWN-FM

Country

A 25-54

WTRX-FM

Oldies

A 35+

WJEZ-FM

Adult Contemporary

A 25-54

Buffalo, NY

26.3

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

13.5

KSII-FM

Hot Adult Contemporary

W 25-54

KLAQ-FM

Rock

M 18-49

KROD-AM

News/Talk

A 35+

Evansville, IN

163

118

33.2

WKDQ-FM

Country

A 25-54

WJLT-FM

Oldies

A 35+

WDKS-FM

CHR

A 18-34

WGBF-FM

Rock

A 18-34

WGBF-AM

News/Talk

A 35+

Flint, MI

127

129

20.3

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

163

16.4

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 25-54

KARS-FM

Classic Hits

A 25-54

Grand Rapids, MI

14.8

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

Oldies

A 35+

- 7 -

Station

Cluster

Station

Rank by

Cluster

Station

Primary

Market

12+

Radio Market/

MSA

REV

Programming

Demographic

Revenue

Audience

Station Call Letters

Rank

Format

Target

Albany, NY

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

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

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

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

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

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

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

- 11 -

Station

~~Station~~

Cluster

Station

~~Cluster~~

~~Station~~

Rank by

Cluster

~~Rank by~~

~~Cluster~~

Station

Primary

~~Station~~Market

12+

~~Primary~~

~~Market~~

~~12+~~

Radio Market/

MSA

REV

~~REV~~Programming

Demographic

~~Programming~~Revenue

Audience

~~Demographic~~

~~Revenue~~

~~Audience~~

Station Call Letters

Rank

~~Rank~~Format

Target

~~Format~~Share

~~Target~~

~~Share~~

Lafayette, LA

105

32.9

Grand Rapids, MI

17.0

KPEL-FM

News/Talk

A 35+

WLHT-FM

Adult Contemporary

W 25-54

KTDY-FM

Adult Contemporary

W 25-54

WGRD-FM

New Rock

M 18-49

KRKA-FM

Rhythmic CHR

A 18-34

WTRV-FM

Soft Adult Contemporary

W 35+

KFTE-FM

Alternative

A 18-34

WNWZ-AM

Spanish

A 25-54

KMDL-FM

Country

A 25-54

WFGR-FM

Classic Hits

A 35+

KPEL-AM

Sports

A 35+

Lafayette, LA

105

28.4

KROF-AM

Cajun

A 35+

KPEL-FM

News/Talk

A 35+

Owensboro, KY

N/A

KTDY-FM

Adult Contemporary

W 25-54

WOMI-AM

News/Talk

A 35+

KHXT-FM

Rhythmic CHR

A 18-34

WBKR-FM

Country

A 25-54

KFTE-FM

Alternative

M 18-34

Peoria, IL

152

128

21.9

KMDL-FM

Country

A 25-54

WVEL-AM

Gospel

A 35+

KPEL-AM

Sports

M 35+

WGLO-FM

Classic Rock

M 25-54

KROF-AM

Oldies

A 35+

WIXO-FM

Active Rock

A 18-34

Owensboro, KY

N/A

WZPW-FM

Rhythmic CHR

A 18-34

WOMI-AM

News/Talk

A 35+

WFYR-FM

Country

A 25-54

WBKR-FM

Country

A 25-54

St. Cloud, MN

216

164

27.7

Peoria, IL

152

122

23.2

KMXK-FM

Hot Adult Contemporary

W 25-54

WVEL-AM

Gospel

A 35+

WWJO-FM

Country

A 25-54

WGLO-FM

Classic Rock

M 25-54

WJON-AM

News/Talk

A 35+

WIXO-FM

Active Rock

A 18-34

KLZZ-FM

Classic Rock

M 25-54

WZPW-FM

Rhythmic CHR

A 18-34

KKSR-FM

Active Rock

A 18-34

WFYR-FM

Country

A 25-54

KXSS-AM

Sports

M 35+

St. Cloud, MN

216

172

30.1

Utica-Rome, NY

164

192

35.2

KMXK-FM

Hot Adult Contemporary

W 18-49

WODZ-FM

Oldies

A 35+

WWJO-FM

Country

A 25-54

WLZW-FM

Adult Contemporary

W 25-54

WJON-AM

News/Talk

A 35+

WFRG-FM

Country

A 25-54

KLZZ-FM

Classic Rock

M 25-54

WIBX-AM

News/Talk

A 35+

KZRV-FM

Active Rock

M 18-34

KXSS-AM

Sports

M 35+

Utica-Rome, NY

164

209

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~~12 -

The majority of our revenue is generated from the sale of local, regional and national advertising for broadcast on our radio stations. In 2008, approximately 86% 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.

- 8 -

~~personnel~~Advertising ~~in each of our markets to produce commercials~~Sales 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.

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~~- 13 -

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

- 9 -

~~and advertisers. A station’s~~Competition 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.

- 14 -

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 ~~March~~ April 1327, ~~2009~~2010, we employed approximately ~~820~~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:

-• 10assigns - 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.

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.

- 15 -

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 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 11minimum -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

150

50.0

103.5 MHz

06/01/14

WQBK-FM

6.0

103.9 MHz

06/01/14

WBZZ-FM

187

7.1

105.7 MHz

06/01/14

WGNA-FM

300

12.5

107.7 MHz

06/01/14

WTMM-FM

107

5.0

104.5 MHz

06/01/14

- 16 -

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.

Expiration

Date of

Station Call

FCC

HAAT in

Power in

FCC

Market

Letters

Class

Meters

Kilowatts

Frequency

License

Bloomington, IL

WJBC-AM

N/A

1.0

1230 kHz

12/01/12

WBNQ-FM

142

50.0

101.5 MHz

12/01/12

WBWN-FM

100

25.0

104.1 MHz

12/01/12

WJBC-FM

144

12.0

93.7 MHz

12/01/12

WJEZ-FM

149

1.3

98.9 MHz

12/01/12

Buffalo, NY

WYRK-FM

142

50.0

106.5 MHz

06/01/14

WJYE-FM

154

47.0

96.1 MHz

06/01/14

WBUF-FM

195

76.0

92.9 MHz

06/01/14

WBLK-FM

154

47.0

93.7 MHz

06/01/14

El Paso, TX

KSII-FM

433

100.0

93.1 MHz

08/01/13

KLAQ-FM

424

100.0

95.5 MHz

08/01/13

KROD-AM

N/A

5.0

600 kHz

08/01/13

Evansville, IN

WKDQ-FM

300

100.0

99.5 MHz

08/01/12

WDKS-FM

100

6.0

106.1 MHz

08/01/12

WJLT-FM

150

50.0

105.3 MHz

08/01/12

WGBF-FM

138

3.2

103.1 MHz

08/01/12

WGBF-AM

N/A

5.0 daytime
1.0 night

1280 kHz

08/01/12

Flint, MI

WCRZ-FM

101

50.0

107.9 MHz

10/01/12

WWBN-FM

149

1.8

101.5 MHz

10/01/12

WFNT-AM

N/A

5.0 daytime
1.0 night

1470 kHz

10/01/12

WRCL-FM

133

3.5

93.7 MHz

10/01/12

WQUS-FM

3.0

103.1 MHz

10/01/12

WLCO-AM

N/A

5.0 daytime

1530 kHz

10/01/12

Ft. Collins-Greeley, CO

KUAD-FM

255

100.0

99.1 MHz

04/01/13

KTRR-FM

234

17.0

102.5 MHz

04/01/13

KMAX-FM

168

8.7

94.3 MHz

04/01/13

KKPL-FM

150

50.0

99.9 MHz

10/01/13

KARS-FM¹

372

100.0

102.9 MHz

10/01/13

~~The~~1 ~~minimum~~Upon ~~and~~consummation ~~maximum~~of ~~facilities requirements for an FM station – and therefore~~ the ~~size~~assignment of the ~~area~~licenses ~~its~~from ~~signal will serve – are determined by its class. FM class designations depend upon~~ the ~~geographic~~ ~~zone~~trust in which ~~the~~currently ~~transmitter~~holds ofthem to the ~~FM station is located. In general~~Company, ~~commercial~~the ~~FM stations~~license ~~are classified as follows, in order of increasing power~~ and ~~antenna~~assets ~~height:~~for ~~Class A,~~this ~~B1, C3,~~station B,will ~~C2,~~be ~~C1,~~divested C0to ~~and C. In addition, the FCC under certain circumstances subjects Class C FM stations that do not satisfy~~ a ~~certain~~divestiture ~~antenna~~trust ~~height~~for ~~requirement~~eventual ~~to an involuntary downgrade in class to Class C0~~sale.

~~The~~- ~~following~~17 ~~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 and operated by us or that are the subject of a pending acquisition or subsequent sale, 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

150

50.0

103.5 MHz

06/01/14

WQBK-FM

6.0

103.9 MHz

Pending

WBZZ-FM

187

7.1

105.7 MHz

06/01/14

WGNA-FM

300

12.5

107.7 MHz

06/01/14

WTMM-FM

107

5.0

104.5 MHz

06/01/14

Bloomington, IL

WJBC-AM

N/A

1.0

1230 kHz

12/01/12

WBNQ-FM

142

50.0

101.5 MHz

12/01/12

WBWN-FM

100

25.0

104.1 MHz

12/01/12

WTRX-FM

144

12.0

93.7 MHz

12/01/12

WJEZ-FM

149

1.3

98.9 MHz

12/01/12

Buffalo, NY

WYRK-FM

142

50.0

106.5 MHz

06/01/14

WJYE-FM

154

47.0

96.1 MHz

06/01/14

WBUF-FM

195

76.0

92.9 MHz

06/01/14

WBLK-FM

154

47.0

93.7 MHz

06/01/14

El Paso, TX

KSII-FM

433

100.0

93.1 MHz

08/01/13

KLAQ-FM

424

100.0

95.5 MHz

08/01/13

KROD-AM

N/A

5.0

600 kHz

08/01/13

Evansville, IN

WKDQ-FM

300

100.0

99.5 MHz

08/01/12

WDKS-FM

100

6.0

106.1 MHz

08/01/12

WJLT-FM

150

50.0

105.3 MHz

08/01/12

WGBF-FM

138

3.2

103.1 MHz

08/01/12

WGBF-AM

N/A

5.0 daytime

1280 kHz

08/01/12

1.0 night

- 12 -

Expiration

Date of

Station Call

FCC

HAAT in

Power in

FCC

Market

Letters

Class

Meters

Kilowatts

Frequency

License

Flint, MI

WCRZ-FM

101

50.0

107.9 MHz

10/01/12

WWBN-FM

149

1.8

101.5 MHz

10/01/12

WFNT-AM

N/A

5.0 daytime

1470 kHz

10/01/12

1.0 night

WRCL-FM

133

3.5

93.7 MHz

10/01/12

WQUS-FM

3.0

103.1 MHz

10/01/12

WLCO-AM

N/A

5.0 daytime

1530 kHz

10/01/12

1.0 night

Ft. Collins-Greeley, CO

KUAD-FM

255

100.0

99.1 MHz

04/01/13

KTRR-FM

234

17.0

102.5 MHz

04/01/13

KMAX-FM

168

8.7

94.3 MHz

04/01/13

KKPL-FM

150

50.0

99.9 MHz

10/01/13

KARS-FM

372

100.0

102.9 MHz

10/01/13

Grand Rapids, MI

WLHT-FM

168

40.0

95.7 MHz

10/01/12

WGRD-FM

180

13.0

97.9 MHz

10/01/12

WGRD -FM

180

13.0

97.9 MHz

10/01/12

WTRV-FM

3.5

100.5 MHz

10/01/12

WNWZ-AM

N/A

1.0 daytime

1410 kHz

10/01/12

WNWZ -AM

N/A

1.0 daytime.048 night

1410 kHz

10/01/12

.048 night

WFGR-FM

150

2.75

98.7 MHz

10/01/12

WFGR-FM

150

2.75

98.7 MHz

10/01/12

Lafayette, LA

KMDL-FM

171

38.0

97.3 MHz

06/01/12

KRKA-FM

263

100.0

107.9 MHz

06/01/12

KHXT-FM

263

100.0

107.9 MHz

06/01/12

KFTE-FM

163

42.0

96.5 MHz

06/01/12

KTDY-FM

300

100.0

99.9 MHz

06/01/12

KPEL-FM

25.0

105.1 MHz

06/01/12

KPEL-FM2

25.0

105.1 MHz

06/01/12

KPEL-AM

N/A

1.0 daytime

1420 kHz

06/01/12

0.75 night

KROF-AM

N/A

1.0 daytime

960 kHz

06/01/12

.095 night

Owensboro, KY

WOMI-AM

N/A

0.83

1490 kHz

08/01/12

WBKR-FM

320

91.0

92.5 MHz

08/01/12

Peoria, IL

WGLO-FM

189

7.0

95.5 MHz

12/01/12

WZPW-FM

114

19.0

92.3 MHz

12/01/12

WVEL-AM

N/A

5.0 daytime

1140 kHz

12/01/12

WFYR-FM

103

23.5

97.3 MHz

12/01/12

WIXO-FM

169

32.0

105.7 MHz

12/01/12

St. Cloud, MN

KMXK-FM

150

50.0

94.9 MHz

04/01/13

WJON-AM

N/A

1.0

1240 kHz

04/01/13

WWJO-FM

305

100.0

98.1 MHz

04/01/13

KKSR-FM

138

50.0

96.7 MHz

04/01/13

KZRV-FM

138

50.0

96.7 MHz

04/01/13

KLZZ-FM

126

9.0

103.7 MHz

04/01/13

KXSS-AM

N/A

2.5 daytime

1390 kHz

04/01/13

1.0 night

Utica-Rome, NY

WODZ-FM

184

7.4

96.1 MHz

06/01/14

WLZW-FM

201

25.0

98.7 MHz

06/01/14

WFRG-FM

151

100.0

104.3 MHz

06/01/14

WIBX-AM

N/A

5.0

950 kHz

06/01/14

-2 13Upon - consummation of the assignment of the licenses from the trust which currently holds them to the Company, the license and assets for this station will be divested to a divestiture trust for eventual sale.

- 18 -

Expiration

Date of

Station Call

FCC

HAAT in

Power in

FCC

Market

Letters

Class

Meters

Kilowatts

Frequency

License

Utica-Rome, NY

WODZ-FM

184

7.4

96.1 MHz

06/01/14

WLZW-FM

201

25.0

98.7 MHz

06/01/14

WFRG-FM

151

100.0

104.3 MHz

06/01/14

WIBX-AM

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 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.

- 1419 -

	-		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 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. A temporary stay of these rules was lifted in August 2004, and they are now in effect. Under these rules, our ability to transfer or assign our radio stations as a group to a single buyer in certain of our current markets may be limited. 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 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.
	•		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.

- 15 -

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,~~20 ~~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. Our charter provides that our capital stock is subject to redemption by us by action of the Board of Directors to the extent necessary to prevent the loss of any license held by us, including any FCC license.

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

- 16 -

~~ultimate~~The ~~editorial~~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 ~~controls~~than ~~being~~the ~~exercised~~equity-debt-plus byrule. The attribution rules limit the ~~latter~~number ~~licensee,~~of radio stations we may acquire or own in any market (and ~~sells~~may ~~advertising~~also ~~time~~limit ~~during~~the ~~those~~ability of certain potential buyers of ~~program~~stations ~~segments~~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.

- 21 -

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.

- 1722 -

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.

- 1823 -

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~~24 ~~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.

- 19 -

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

~~Our~~Until April 30, 2010, our internet site (www.regentcomm.com) ~~makes~~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).

- 2025 -

ITEM 1A. RISK FACTORS.

We ~~Anticipate~~Were ~~Being~~ in ~~Violation~~Default ofUnder ~~Certain~~Our ~~Covenants~~Prepetition ~~Contained in our~~ Credit Agreement ~~and~~Which Led to Our Reorganization Under ~~Auditors~~Chapter 11 ~~Have~~and ~~Issued~~the aCancellation ~~Going~~of ~~Concern~~Our ~~Opinion~~Common onStock. ~~our~~Our ~~Audited~~Common ~~Financial~~Stock ~~Statements~~No Longer Trades.

~~Our~~The ~~credit~~Report ~~agreement~~of ~~contains~~Independent aRegistered ~~number~~Public ofAccounting ~~financial~~Firm ~~covenants,~~issued ~~which,~~by ~~among~~our ~~other~~auditors ~~things, require~~relating us to our ~~maintain~~financial ~~specified~~statements ~~financial~~for ~~ratios~~the ~~and~~period ~~impose~~ended ~~certain~~December 31, ~~limitations~~2008 oncontained usan ~~with~~explanatory ~~respect~~paragraph toregarding ~~lines~~uncertainty ofin ~~business,~~our ~~mergers,~~ability ~~investments~~to ~~and~~continue ~~acquisitions,~~as ~~additional~~a ~~indebtedness, distributions,~~going ~~guarantees, liens and encumbrances~~concern. ~~Our~~Under ~~indebtedness under~~ the ~~credit~~terms ~~agreement~~of isour ~~secured~~Prepetition byCredit aAgreement, ~~lien~~any onaudit ~~substantially~~report ~~all~~containing ofsuch ~~our~~going ~~assets~~concern ~~and~~language ofconstituted ~~our subsidiaries, by~~ a default. ~~pledge~~On ofApril 1, 2009, our ~~operating~~ ~~and~~lenders ~~license~~notified ~~subsidiaries’~~us ~~stock~~that ~~and by~~ a ~~guarantee~~default ofhad ~~our~~occurred, ~~subsidiaries.~~that ~~Our~~no ~~ability to~~further ~~meet~~borrowings ~~certain~~could ofbe ~~these~~made ~~financial~~under ~~ratios~~the ~~has~~credit ~~been~~agreement ~~affected~~until bythe ~~economic~~default ~~trends~~was ~~that~~remedied, ~~have~~and ~~caused~~that awe had ~~general~~thirty ~~downturn~~days into ~~the~~cure ~~advertising~~such ~~sector,~~default. ~~including~~We ~~advertising~~did onnot ~~our~~cure ~~radio~~such ~~stations.~~default ~~While~~nor have we ~~were~~ insought ~~compliance~~or ~~with~~obtained ~~our~~any forbearance ~~financial~~agreement ~~ratios~~that atwould ~~December 31,~~limit ~~2008,~~our welenders ~~anticipate~~rights ~~that~~and/or weremedies ~~will not be in compliance~~ with ~~the~~respect ~~Maximum~~to ~~Consolidated~~our default. ~~Leverage Ratio~~Accordingly, ~~as defined in~~ our ~~credit~~lenders ~~agreement, at~~imposed ~~March 31,~~a ~~2009.~~default Asrate weof ~~may~~interest beand ~~unable~~could toat ~~meet~~any ~~this~~time ~~financial~~have accelerated ~~ratio,~~ the maturity of our outstanding debt ~~could be accelerated~~ to ~~currently~~become ~~payable.~~immediately ~~Accordingly~~payable, ~~the~~and/or ~~Report of Independent~~exercise ~~Registered~~other ~~Public~~rights ~~Accounting~~and ~~Firm~~remedies ~~issued~~available byto ~~our auditors contains an explanatory paragraph regarding~~ the ~~uncertainty~~lenders inunder ~~our ability to continue as a going concern. Under~~ the terms of ~~our~~ the credit agreement including, ~~any~~without ~~audit~~limitation, ~~report~~the ~~containing~~right ~~such~~to ~~going~~foreclose ~~concern~~on ~~language~~the ~~constitutes~~collateral asecuring ~~default~~our indebtedness. ~~Accordingly,~~Our ~~all~~indebtedness ~~debt outstanding~~ under the ~~credit~~Prepetition ~~agreement~~Credit ~~has~~Agreement ~~been~~was ~~accelerated~~secured toby ~~current in our consolidated financial statements. In addition,~~ a ~~valuation~~lien ~~allowance has been recorded~~ on substantially all of our ~~deferred tax~~ assets, asand weof ~~are~~our ~~unable~~subsidiaries toand ~~conclude~~by ~~that~~a itpledge isof ~~more~~our ~~likely than~~operating ~~not~~and ~~that~~license ~~the~~subsidiaries’ stock, ~~assets~~and ~~will~~was befurther ~~realized,~~supported ~~given~~by ~~this~~guarantees ~~uncertainty~~from in our ~~ability to continue as a going concern~~subsidiaries.

WeOn ~~Are~~March 1, In2010, we along with our subsidiaries, filed a voluntary petition for relief under Chapter 11 of the ~~Process~~United States Bankruptcy Code, along with a proposed Plan of ~~Renegotiating~~Reorganization ~~Certain~~that would ~~Terms~~extinguish all of ~~Our~~our ~~Credit~~common ~~Agreement~~stock and provide for a distribution to our stockholders of $0.13 per share. On April 12, ~~Which~~2010, ~~Renegotiation~~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 ~~Not~~through Beour ~~Successful~~transfer agent. WeAll ~~Expect~~trading ~~That~~in ~~Any~~our ~~New~~common ~~Terms~~stock ~~Will~~ceased Beas ~~Less~~of ~~Favorable~~the close Toof Usbusiness on April 26, 2010 and our symbol “RGCIQ.PK” was retired.

WeRISKS ~~are~~RELATED ~~currently~~TO inOUR ~~negotiations with the parties to our credit agreement to amend certain of~~OPERATIONS the financial ratios and other covenants contained in the agreement in order to regain compliance. We cannot guarantee that we will be able to negotiate an amendment to our credit agreement. If we are unable to negotiate such an amendment, our lenders could proceed against such available collateral. In addition, if we were able to negotiate an amendment to our credit agreement, such an amendment could contain terms unfavorable to us and could result in the imposition of additional finance fees and higher interest charges. Such charges could have a material effect on our future cash flows, results of operations or financial condition.

We Have Substantial Indebtedness and Debt Service Requirements.

At December 31, 2008, our outstanding debt was approximately $185.1 million. In the past, we have borrowed to finance acquisitions, repurchase shares of our common stock, or for other corporate purposes. We may incur additional debt in the future to fund our operations, subject to existing restrictions within our credit agreement. Because of our substantial indebtedness, a significant portion of our cash flow from operations is, and will be, required for debt service. Our significant levels of debt could have negative consequences for us. You should note that:

- a substantial portion of our cash flow is, and will be, dedicated to debt service and is not, and will not be, available for other purposes; - our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate or other purposes may be impaired in the future;

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- certain of our borrowings are, and will be, at variable rates of interest, which may expose us to the risk of increases in interest rates; - approximately $155.2 million of our borrowings have been converted from a variable rate of interest to a fixed rate of interest via interest rate swaps in effect through December 2011. Accordingly, we have not benefited from the current trend of declining interest rates; and - our level of indebtedness could make us more vulnerable to economic downturns, limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions.

In the event our lenders would not require the acceleration of repayment of all amounts owed under the credit agreement, we are required to make scheduled repayments of amounts borrowed. Under the terms of our credit agreement, the amount outstanding under the Term B Loan permanently reduces each quarter by approximately 0.24% of the initial balance, with the final payment due on November 21, 2013. Amounts outstanding under the Term A Loan permanently reduce each quarter in amounts ranging from 1.21% to 6.05% of the initial balance. In addition, we may be required to make mandatory prepayments of debt with our excess cash flow that is generated. We believe that cash flows from operations will be sufficient to meet our current debt service requirements for interest, scheduled quarterly payments of principal, and any required prepayments under the credit agreement. However, if such cash flow is not sufficient, we may be required to issue additional debt or equity securities, refinance our obligations, or dispose of one or more of our properties in order to make such scheduled payments. We cannot be sure that we would be able to effect any such transactions on favorable terms, if at all.

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.

Counterparties to Our Credit Agreement and Interest Rate Swaps May Not Be Able to Fulfill Their Obligations Due to Disruptions in the Global Credit Markets.

Current economic conditions have been and continue to be volatile. In recent months, the volatility has reached unprecedented levels. As a result of concerns about the stability of the markets and the strength of counterparties, many financial institutions have reduced and, in some cases, ceased to provide funding to borrowers. Based on information available to us, we have no indication as of our filing date that the financial institutions syndicated under our credit agreement would be unable to fulfill their commitments to us. Additionally, we have interest rate swap agreements to hedge the variability of the interest payments associated with our credit agreement. We could be exposed to losses in the event of nonperformance by the counterparties on these instruments.

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Our Deferred Income Tax Assets May Not Be Realizable.

Deferred income tax represents the tax effect of the differences between the book and tax bases of assets and liabilities. Deferred tax assets, which include net operating loss carryforwards for entities that have generated or continue to generate taxable losses, are assessed periodically by management to determine if they are realizable. The Company’s deferred tax assets could enable it to satisfy a portion of its future tax liabilities without the use of cash resources. If, based on available information, it is more likely than not that the deferred income tax assets will not be realized, then a valuation allowance must be established with a corresponding charge to net income. As a result of the anticipated failure to meet the required financial covenants in our credit agreement, the potential acceleration of the maturity of our debt creates uncertainty in our ability to conclude that it is more likely than not that the deferred tax assets will be realized. Consequently, at December 31, 2008, we have recorded a valuation allowance against substantially all of our deferred tax assets based upon our inability to conclude that it is more likely than not that the deferred tax assets will be realized. The potential need to record additional valuation allowances could have a material effect on our future results of operations by reducing income tax benefits that we could otherwise have recognized in our financial statements.

We Are Currently Not in Compliance with Nasdaq Rules for Continued Listing of our Common Stock.

Our common stock is currently not in compliance with Nasdaq Stock Market (“Nasdaq”) rules for continued listing on the Nasdaq Global Market and is at risk of being delisted. This may subject us to decreased liquidity of our common stock. On August 11, 2008, we received a letter from Nasdaq notifying us that for the prior 30 consecutive business days, our common stock had not maintained a minimum $1.00 per share bid price as required by Marketplace Rule 4450(a)(5). In accordance with Marketplace Rule 4450(e)(2), we were provided 180 days, or until February 9, 2009, to regain compliance. To regain compliance, the closing bid price of our common stock must remain at or above $1.00 per share for a minimum of 10 consecutive business days. If compliance is not regained, Nasdaq will provide written notification that our common stock will be delisted from The Nasdaq Global Market. At that time, the Company has the right to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel. We have received subsequent notifications from Nasdaq that it has suspended enforcement of the bid price and market value of publicly held shares requirements through July 20, 2009. As a result, all companies presently in a bid price or market value of publicly held shares compliance period will remain at that same stage of the process and will not be subject to being delisted for these concerns. As such, our cure period to regain compliance with the bid price rules has been extended to November 10, 2009, unless additional extensions are granted by Nasdaq. In addition, Marketplace Rule 4450(a)(2) requires that companies must maintain a market value of at least $5 million for their publicly held shares. The Company does not currently meet such requirement, but has not received notice from Nasdaq of such deficiency due to the current suspension of the market value requirement. If the Company does not satisfy this requirement following the expiration of the Nasadq moratorium, the Company expects that it would have 90 days to regain compliance following receipt of a delisting notice from Nasdaq.

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).

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- 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.

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 Stock Price Has and May Continue to Experience Volatility.

The market price for our common stock may fluctuate due to various factors. These factors could include, among others:

- acquisition- or disposition-related announcements; - market sentiment regarding the general long-term growth potential for broadcasters; - changes to competing radio broadcasters and fluctuations in the price of other radio broadcasters’ common stock; - ongoing or new technological innovations or products by competing broadcasters or other competitors; - fluctuations in our quarterly and annual operating results; - general market conditions; - being delisted from Nasdaq; and - our ability to continue as a going concern.

In addition, the stock markets have, in recent years, experienced significant price fluctuations. These fluctuations often have been unrelated to the operating performance of the specific companies whose stock is traded. Market fluctuations, as well as economic conditions, have adversely affected, and may continue to adversely affect, the market price of our common stock.

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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.

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Our Acquisition Strategy May Not Be Successful.

~~While~~Historically we ~~are currently focused on reducing our leverage ratio, 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.

•

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 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

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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.

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 (refer also to our discussion of FCC regulations contained in Part I, Item I of this Form 10-K). 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.

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.

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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;

-• 26audio programming by cable systems, direct- broadcast satellite systems, personal communications systems, internet content providers and other digital audio broadcast formats;

~~Table~~• ofin-band ~~Contents~~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;

-• 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.~~

•

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.

~~Enforcement~~RISKS byRELATED ~~the~~TO ~~FCC of its Indecency Rules Could Adversely Impact our Business.~~REGULATION

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~~Are ~~become~~Subject ~~subject~~ to ~~inquiries~~ orExtensive ~~proceedings~~and ~~regarding~~Changing ~~our~~Federal ~~stations’ broadcast of allegedly obscene or indecent material~~Regulation. ~~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.~~

WeOur ~~May~~business ~~Lose~~is ~~Key~~dependent ~~Personnel~~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.

~~Our~~We ~~business~~must ~~depends~~also ~~upon~~comply with the ~~continued~~extensive ~~efforts,~~FCC ~~abilities~~regulations and ~~expertise~~policies ofin ~~our~~the ~~executive officers~~ownership and operation ~~key~~of ~~employees,~~our ~~particularly~~radio ~~William L~~stations. ~~Stakelin,~~FCC ~~our~~regulations ~~President~~limit ~~and~~the ~~CEO.~~number Weof ~~believe that~~radio ~~the~~stations ~~unique~~that ~~combination~~a oflicensee can ~~skills~~own ~~and~~in ~~experience~~a ~~possessed~~market, bywhich ~~Mr. Stakelin~~could ~~and~~restrict ~~these individuals~~our ~~would~~ability beto ~~difficult~~complete tofuture ~~replace~~transactions and in certain circumstances could ~~have~~require aus ~~material~~to ~~adverse~~divest ~~effect~~some onradio usstations. ~~These adverse~~The ~~effects~~FCC’s ~~could~~rules ~~include~~also ~~the impairment of~~ limit our ability to ~~execute~~transfer our ~~operating~~radio ~~and acquisition~~stations ~~strategies and a decline~~ in ~~our~~certain ~~standing~~markets inas ~~the~~a ~~radio~~group ~~broadcast~~to ~~industry.~~a ~~Although~~single webuyer. ~~have~~Additionally, ~~entered~~these ~~into~~FCC ~~employment~~regulations ~~and~~could ~~non-competition~~change ~~agreements~~over ~~with~~time ~~Mr. Stakelin~~ and ~~certain other key personnel,~~ we cannot beassure ~~assured~~you that ~~such~~those changes ~~key~~would ~~personnel~~not ~~will~~have ~~remain~~a ~~with~~material adverse affect on us.

~~We also employ several on~~-~~air~~ ~~personalities~~29 ~~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.~~

We May Incur Future Losses Due to Impairment of Our Intangible Assets.

Indefinite-lived intangible assets, primarily consisting of FCC licenses and goodwill, represent a significant portion of our non-current assets. Such intangible assets are subject to annual impairment testing under Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”) to determine if their carrying amount exceeds their fair value. If it is determined the fair value is lower than the carrying value of an intangible asset, we are required to reduce the value of the asset to its fair value and record a corresponding impairment charge. During our 2006 annual impairment review of indefinite-lived intangible assets, we recorded an impairment loss of approximately $48.4 million ($4.7

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~~million~~Enforcement ofby ~~which~~the ~~was reclassified~~FCC ~~to discontinued operations) as a component~~ of ~~operating~~its ~~loss~~Indecency in our Consolidated Statements of Operations and Comprehensive Loss. During our 2007 annual impairment review of indefinite-lived intangible assets, we recorded an impairment loss of approximately $163.6Rules ~~million as~~Could aAdversely ~~component~~Impact of operating loss in our Consolidated Statements of Operations and Comprehensive Loss. During our 2008 review of indefinite-lived intangible assets, we recorded an impairment loss of approximately $67.5 million as a component of operating loss in our Consolidated Statements of Operations and Comprehensive Loss. Many factors may affect our fair value calculations, including, but not limited to, local economic conditions in our radio markets, interest rates, the performance of the S&P 500, cash flow multiples, and capital expenditures. Our ~~future impairment reviews could result in additional write-downs, and we cannot with any degree of certainty predict what effect, if any, such write-downs could have on our future operations~~Business.

WeFCC ~~Have~~rules ~~Established~~prohibit ~~Certain~~the ~~Anti~~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-~~takeover~~renewal ~~Measures~~of ~~That~~their ~~Could~~licenses. ~~Prevent~~We anmay ~~Acquisition~~become subject to inquiries or ~~Change~~proceedings regarding our stations’ broadcast of allegedly obscene or indecent ~~Control~~material. To the extent any such proceeding results in the imposition of ~~Our~~fines, ~~Company~~a settlement with the FCC, or revocation or non-renewal of any of our licenses, our business could be adversely impacted.

~~Certain~~We ofCould ~~the~~Experience ~~provisions~~Delays ~~of our charter and bylaws could discourage, delay or prevent an acquisition or change of control of our Company even if our stockholders believe the change~~ in ~~control~~ ~~would~~Expanding beOur inBusiness ~~our~~Due ~~and~~to ~~their~~Antitrust ~~best~~Laws ~~interests~~ and ~~even~~Other ~~if the transaction might be at a premium~~Regulatory ~~price~~Considerations. ~~These provisions:~~

-Although ~~permit~~part of our growth strategy is the ~~Board~~acquisition of ~~Directors~~additional toradio ~~increase~~stations, ~~its~~we ~~own~~may not ~~size~~be ~~and~~able ~~fill~~to complete all the ~~resulting~~acquisitions ~~vacancies;~~that -we ~~permit~~agree to make. The Federal Trade Commission, the ~~Board~~United States Department of ~~Directors,~~Justice ~~without~~and ~~stockholder~~the ~~approval,~~FCC tocarefully ~~issue~~review ~~preferred~~proposed ~~stock~~transactions ~~with~~under their ~~such~~respective ~~dividend~~regulatory authority, ~~liquidation~~focusing, ~~conversion~~among other things, ~~voting~~on the effects on competition, the number of radio stations and other ~~rights~~media asoutlets ~~the~~owned ~~Board~~in ~~may~~a ~~determine;~~market, and -compliance ~~limit~~with federal antitrust and communications laws and regulations. Any delay, prohibition or modification required by these regulatory authorities could adversely affect the ~~persons~~terms ~~who~~of ~~may~~a ~~call~~proposed ~~special~~transaction ~~meetings~~or could require us to abandon an otherwise attractive opportunity. We have experienced delays from time to time in connection with some of ~~stockholders~~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.

The Company has adopted a Stockholder Rights Plan which would allow its common stockholders to exercise rights to purchase shares of the Company’s Series J Junior Participating Preferred Stock upon the acquisition by a person or group of persons, or the commencement or announcement of a tender offer or exchange offer to acquire, 15% or more of the Company’s outstanding shares of common stock, such that the stockholders could purchase $70 worth of the Company’s common stock for a purchase price of $35, thereby resulting in substantial dilution to a person or group that attempts to acquire the Company in a manner or on terms not approved by the Company’s Board of Directors.

In addition, Section 203 of the Delaware General Corporation Law also imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our common stock.

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.

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~~Kentucky;~~Substantially ~~Windsor~~all ~~(Ft.~~of 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; Tazwell 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~~personal ~~studio~~property and ~~office~~equipment ~~facilities,~~served ~~including~~as ~~corporate~~collateral ~~office~~for ~~space in Cincinnati, Ohio and Covington, Kentucky, and~~ our ~~remaining transmitter and antenna sites. We do~~ ~~not~~obligations ~~anticipate~~under ~~any difficulties in renewing any facility leases or in leasing alternative or additional space, if required. We own substantially all of~~ our ~~other~~Prepetition ~~equipment,~~Credit ~~consisting principally of transmitting antennae~~Agreement, ~~towers, transmitters, studio equipment~~ and ~~general~~serves ~~office equipment.~~as ~~Our~~collateral ~~buildings~~under ~~and equipment are suitable for~~ our ~~operations~~new ~~and generally in good~~Credit ~~condition,~~Agreement ~~although~~entered ~~opportunities~~into toon ~~upgrade~~April 27, ~~facilities are periodically reviewed~~2010.

Substantially all of our personal property and equipment serve as collateral for our obligations under our existing credit agreement.

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. ~~SUBMISSION~~(Removed OFand ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~Reserved).

~~There~~- ~~were no matters submitted to our security holders during the fourth quarter of the fiscal year ended December~~ 31, ~~2008.~~-

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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 ~~are~~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
2007
First quarter	$	3.22	$	2.80
Second quarter	$	3.60	$	2.97
Third quarter	$	3.50	$	2.40
Fourth quarter	$	2.81	$	1.40

As of ~~March~~April 131, ~~2009~~2010, there were approximately ~~362~~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 ~~agreement~~agreements.

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Share Repurchases

During the three months ended December 31, ~~2008~~2009, we repurchased the following shares:

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								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


⁽¹⁾		On June 1, 2000, Regent’s Board of Directors approved a stock buyback program which authorized the Company to repurchase shares of its common stock at certain market price levels. Through December 31, 2009, the Board has authorized the Company to repurchase approximately $56.7 million of Regent common stock, of which amount the Company has utilized approximately $55.1 million, leaving available repurchases of approximately $1.6 million, subject to the terms and conditions of the Company’s credit agreement. There were no repurchases of common stock under the program during 2009.

⁽²⁾		Represents shares of common stock surrendered for the payment of employee withholding taxes related to the vesting of shares granted under The Regent Communications, Inc. 2005 Incentive Compensation Plan.

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								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, 2008 –		1,876	(2)	$	0.38		0	$	1,593
October 31, 2008
November 1, 2008 –		0			—		0	$	1,593
November 30, 2008
December 1, 2008 –		0			—		0	$	1,593
December 31, 2008
Total		1,876		$	0.38		0	$	1,593

(1)		On June 1, 2000, Regent’s Board of Directors approved a stock buyback program which authorized the Company to repurchase shares of its common stock at certain market price levels. Through December 31, 2008, the Board has authorized the Company to repurchase approximately $56.7 million of Regent common stock, of which amount the Company has utilized approximately $55.1 million, leaving available repurchases of approximately $1.6 million, subject to the terms and conditions of the Company’s credit agreement. There were no repurchases of common stock under the program during 2008.
(2)		Represents shares of common stock surrendered for the payment of employee withholding taxes related to the vesting of shares granted under The Regent Communications, Inc. 2005 Incentive Compensation Plan.

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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
	SELECTED CONSOLIDATED FINANCIAL DATA (In thousands, except per share data) YEAR ENDED DECEMBER 31,
	(In thousands, except per share data)
	2009			2008			2007			2006			2005
	YEAR ENDED DECEMBER 31,
	2008			2007			2006			2005			2004
OPERATING RESULTS (1) (3):
Net broadcast revenues	$	9684,~~340~~141		$	9796,~~912~~340		$	8297,~~706~~912		$	7682,~~439~~706		$	7576,~~467~~439
Operating (loss) income		(43,333	)		(141,681	)		(31,465	)		(8,020	)		13,257
Operating loss		(30,686	)		(43,333	)		(141,681	)		(31,465	)		(8,020	)
(Loss) income from continuing operations before income taxes		(65,013	)		(163,431	)		(36,956	)		(11,380	)		9,869
Loss from continuing operations before income taxes		(43,770	)		(65,013	)		(163,431	)		(36,956	)		(11,380	)
Net (loss) income from continuing operations		(119,402	)		(102,870	)		(22,522	)		(7,558	)		6,009
Loss from continuing operations		(43,982	)		(119,402	)		(102,870	)		(22,522	)		(7,558	)
Net income (loss) from discontinued operations		~~411~~—			~~296~~411			~~(4,074~~296	)		~~919~~(4,074	)		~~7,226~~919
Net (loss) income	$	(118,991	)	$	(102,574	)	$	(26,596	)	$	(6,639	)	$	13,235
Net loss	$	(43,982	)	$	(118,991	)	$	(102,574	)	$	(26,596	)	$	(6,639	)
NET (LOSS) INCOME PER COMMON SHARE:
NET LOSS PER COMMON SHARE:
Basic:
(Loss) income from continuing operations	$	(3.07	)	$	(2.69	)	$	(0.57	)	$	(0.17	)	$	0.13
Loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)	$	(0.57	)	$	(0.17	)
Income (loss) from discontinued operations		~~0.01~~—			0.01			(0.1001	)		(0.0210	)		0.1602
Net (loss) income	$	(3.06	)	$	(2.68	)	$	(0.67	)	$	(0.15	)	$	0.29
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)	$	(0.67	)	$	(0.15	)
Weighted average number of common shares used in basic calculation		3840,~~872~~588			38,~~308~~872			3938,~~807~~308			4339,~~214~~807			4543,~~780~~214
Diluted:
(Loss) income from continuing operations	$	(3.07	)	$	(2.69	)	$	(0.57	)	$	(0.17	)	$	0.13
Loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)	$	(0.57	)	$	(0.17	)
Income (loss) from discontinued operations		~~0.01~~—			0.01			(0.1001	)		(0.0210	)		0.1602
Net (loss) income	$	(3.06	)	$	(2.68	)	$	(0.67	)	$	(0.15	)	$	0.29
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)	$	(0.67	)	$	(0.15	)
Weighted average number of common shares used in fully diluted calculation: (2)		3840,~~872~~588			38,~~308~~872			3938,~~807~~308			4339,~~214~~807			4643,~~164~~214
	DECEMBER 31,
	2008			2007			2006			2005			2004
	2009			2008			2007			2006			2005
BALANCE SHEET DATA (1) (3):
Current assets	$	1625,~~880~~756		$	2516,~~813~~880		$	2225,~~721~~813		$	1622,~~053~~721		$	16,~~218~~053
Total assets		~~205~~165,~~284~~887			~~339~~205,~~250~~284			~~451~~339,~~645~~250			~~374~~451,~~481~~645			~~397~~374,~~361~~481
Current liabilities		~~191~~206,~~866~~769			12191,~~175~~866			912,~~311~~175			129,~~441~~311			1112,~~625~~441
Long-term debt and capital leases, less current portion		~~126~~128			~~202,866~~126			~~213~~202,~~923~~866			78213,~~349~~923			7278,~~560~~349
Total stockholders’ (deficit) equity		(~~126~~43,318	)		~~117,614~~(126	)		~~219~~117,~~160~~614			~~262~~219,~~056~~160			~~288~~262,~~826~~056

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⁽¹⁾		Acquisitions and dispositions affect comparability among years (see Note 3 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).

⁽²⁾		Shares for fully diluted are the same as basic in years 2009, 2008, 2007, 2006 and 2005, as the effect of outstanding common stock options and warrants was antidilutive in those years. In 2009, we implemented accounting guidance related to participating securities. There was no impact to our computation of earnings per share for any period shown in the table above, as we recorded a net loss in each period presented.

⁽³⁾		Impairment of indefinite-lived intangible assets recorded in 2009, 2008, 2007, 2006 and 2005 will affect comparability among years (see Note 8 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).

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(1)		Acquisitions and dispositions affect comparability among years (see Note 2 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).
(2)		Shares for fully diluted are the same as basic in years 2008, 2007, 2006 and 2005, as the effect of outstanding common stock options and warrants was antidilutive in those years. In addition, the effect of nonvested shares was antidilutive in years 2008, 2007 and 2006. No nonvested shares were issued prior to 2006.
(3)		Impairment of indefinite-lived intangible assets recorded in 2008, 2007, 2006 and 2005 will affect comparability among years (see Note 7 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).

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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

Cautionary Statement Concerning Forward-Looking Statements

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 Regent Communications, Inc. is included in Regent’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 Regent Communications, 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 statement 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.

Executive Overview

~~Regent~~• isOver ~~focused~~the onpast ~~acquiring~~year, ~~and~~Regent, ~~operating~~like many radio, ~~stations~~television inand ~~mid-sized~~newspaper ~~markets~~companies, ~~where~~has ~~the majority~~experienced ofdeclining ~~every~~profitability ~~revenue~~as ~~dollar~~a isresult ~~locally~~of ~~generated.~~the Wecyclical ~~currently~~economic ~~own~~downturn and ~~operate~~secular 62changes ~~radio stations~~ in 13the ~~broadcast markets~~industry. ~~Regent~~Like ~~stations~~its ~~hold~~competitors, ~~the~~Regent ~~number~~derives ~~one~~substantially orall ~~two~~of its revenue ~~positions~~from ~~in 10~~advertising. ofThe ~~our~~financial ~~13 markets. Additionally~~crisis, ~~according~~with toits ~~broadcast~~particular ~~analysts,~~impact weon ~~are~~consumer ~~among~~driven ~~the~~segments, ~~radio companies~~has ~~which~~had ~~have~~ a ~~highly~~significant ~~concentrated~~negative ~~average~~impact ~~market~~on ~~share~~advertising. Significant sources of Regent’s ~~has~~advertising ~~out-performed~~revenues ~~the industry~~relate to several beleaguered consumer driven sectors, such as ~~reported~~auto, byfinancial ~~the~~services ~~Radio~~and ~~Advertising~~entertainment. ~~Bureau~~In addition, inadvertising ~~same~~has ~~station~~decreased ~~net~~due ~~revenue~~to ~~growth~~other ~~for~~factors such as the ~~past~~ 19shift ~~out~~in ofadvertising 20expenditures ~~quarters~~to online media.

• We performed our annual impairment analysis on our indefinite-lived 34intangible 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.

~~Table~~• As a result of ~~Contents~~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.

• AsIn athe ~~result~~second half of ~~a general deterioration in spending by advertisers due to recessionary economic conditions throughout the United States~~2009, we ~~anticipate~~and ~~that~~ our ~~Maximum Consolidated Leverage Ratio calculation will exceed the level allowed under the terms of our credit agreement at March 31~~advisors, ~~2009.~~Bank ~~Under the terms~~ of ~~the credit agreement~~America, ~~a failure to meet the required financial ratios could result in the acceleration of the maturity of our outstanding debt to currently repayable to our lenders~~N. ~~Consequently~~A., ~~the Report of Independent Registered Public Accounting Firm issued by our auditors contains an explanatory paragraph regarding the uncertainty~~ in ~~our~~its ~~ability~~capacity ~~to repay such debt and continue~~ as aAdministrative ~~going concern if amounts owed under the credit agreement were accelerated to currently payable. Under the terms our credit agreement~~Agent, ~~any~~BMO ~~audit~~Capital ~~report containing such going concern language constitutes a default under the agreement. Accordingly~~Markets, ~~all~~General ~~debt~~Electric ~~outstanding~~Capital ~~under our credit agreement has been reclassified to currently payable in our consolidated financial statements. In addition~~Corporation, avarious ~~valuation~~affiliates ~~allowance has been recorded on substantially all~~ of ~~our~~Oaktree ~~deferred~~Capital ~~tax assets~~Management, ~~as we are unable to conclude that it is more likely than not that the assets will be realized, given this uncertainty in our ability to continue as a going concern~~L. We are currently in negotiations with our lenders to amend the terms of our credit agreement to increase the Maximum Consolidated Leverage Ratio and modify certain other covenants in order to regain compliance with the terms of the agreementP. ~~• Based on deteriorating national economic conditions and volatility in the equity markets~~, weSunTrust ~~performed~~Robinson anHumphrey ~~impairment analysis on our indefinite-lived intangible assets~~ and ~~goodwill~~Wells ~~during~~Fargo ~~the third quarter of 2008. Based primarily upon declining radio station transaction multiples~~Foothill, ~~decreases~~among ~~in our common stock price~~others, ~~and~~engaged ~~changes~~ in ~~the~~ongoing ~~cost~~negotiations ~~of capital, we determined that the fair value of goodwill~~ and ~~FCC~~analyses ~~licenses~~concerning ~~for certain markets were less than the carrying values recorded in our financial statements. Based on preliminary valuations at that date, we recorded~~ a ~~pre-tax~~restructuring ~~impairment charge~~ of ~~$66.6 million for FCC licenses and approximately $0.9 million for goodwill. We completed~~ our ~~analysis during the fourth quarter of 2008 and recorded no significant changes to our preliminary valuations~~business. In ~~addition,~~late ~~we performed our annual impairment test of indefinite-lived intangible assets and goodwill during the fourth quarter of 2008, which resulted in no additional impairment being recorded. • On~~ February 12010, ~~2008,~~ we ~~disposed~~and holders of ~~four~~at ~~stations~~least ~~in Watertown, New York for approximately $6~~76.3% ~~million in cash. The Watertown transaction represents a continuation~~ of ~~our strategy to operate in broadcast markets ranked in size from 50 to 150 and follows~~ the ~~similar~~principal ~~disposition~~amount of ~~our~~the ~~Chico~~loans ~~and~~outstanding ~~Redding,~~under ~~California radio stations in late 2006. Additionally during~~ the ~~first~~credit ~~quarter~~agreement ofand ~~2008,~~counter weparties ~~completed~~to ~~two~~our ~~transactions~~interest ~~involving~~rate ~~the~~swap ~~disposition~~agreements ofagreed ~~non-strategic~~on ~~assets:~~detailed ~~the~~terms ~~sale~~regarding ~~of WTMM-AM in Albany, New York; and~~ the ~~sale~~parameters of ~~WECK-AM in Buffalo, New York. The sale of these assets represent~~ a ~~continuation~~global offinancial ~~our~~restructuring ~~strategy to dispose of individual radio stations with weaker broadcast signals, as we have~~ in the ~~past~~form ~~with the sales~~ of ~~WYNG-FM in Evansville, Indiana, WGNA-AM in Albany, New York, and WRUN-AM in Utica, New York. • As~~ a ~~result~~Chapter of11 ~~lower~~plan ~~long-term interest rates at the end~~ of ~~the year~~reorganization, wewhich ~~recorded~~would anresult ~~unrealized loss of approximately $6.5 million related to the interest rate swap agreements we have~~ in ~~place on~~ the ~~term~~elimination ~~loan portions~~ of ~~our credit agreement. In addition, we recorded a realized loss of~~ approximately $286.27 million in ~~2008~~indebtedness ~~related to lower short-term interest rates compared to our fixed interest rates. • We have continued to develop our Interactive initiative~~ in ~~2008, which focuses on generating revenues through our stations’ websites~~2010. For the 2008 year, approximately 1.9% of Regent’s net revenue was generated by Interactive revenue. Our integrated selling effort, which combines the sale of our Interactive products with sales of our traditional broadcasting spots, contributed to the 204%

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			increase in Interactive revenue in 2008 compared to 2007. We anticipate that our economic benefits from this revenue source will increase in 2009 and beyond. In addition, in 2009, we anticipate developing Interactive revenue from new sources that are not affiliated with our radio stations. While we do not anticipate that this revenue will be material in 2009, we expect that it will increase in future years.
	•		We are currently broadcasting 24 FM stations and two AM stations in digital, or high definition radio (HD Radio). We expended approximately $0.1 million in cash in 2008 on the conversion of one station to digital radio. The conversion to HD Radio will enable the stations to broadcast digital-quality sound and also provide additional services, such as on-demand traffic, weather and sports scores. Additionally, this new technology will enable each converted radio station to broadcast additional channels of programming for public, private or subscription services. The economic benefit, if any, to our stations that have converted to HD Radio currently cannot be measured. Any future economic benefit to our stations as a result of digital conversion is not known at this time.
	•		On August 11, 2008, we received a notice from The Nasdaq Stock Market (“Nasdaq”) indicating that we had failed to comply with the minimum bid price requirement for continued listing set forth in Nasdaq Marketplace Rule 4450(a)(5) because the bid price of our common stock closed under $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Marketplace Rule 4450(e)(2), we were provided 180 calendar days, or until February 9, 2009, to regain compliance with the aforementioned rules. To regain compliance, the closing bid price of our common stock is required to remain at or above $1.00 per share for a minimum of 10 consecutive business days prior to the compliance deadline. Nasdaq’s notice further stated that in the event that we did not regain compliance with the bid price rule by February 9, 2009, our common stock could be delisted from The Nasdaq Global Market. Since the initial notice date, we have received subsequent notifications from Nasdaq that it has suspended enforcement of the bid price and market value of publicly held shares requirements through July 20, 2009. The effect of this suspension of enforcement will postpone Regent’s compliance deadline until November 10, 2009, unless additional extensions are granted by Nasdaq. In addition, Nasdaq Marketplace Rule 4450(a)(2) also require that companies must maintain a market value of at least $5 million for their publicly held shares. We currently do not meet such requirements, but have not received notice from Nasdaq of this deficiency due to the current suspension of the market value requirement. If we do not satisfy this requirement following the expiration of the Nasdaq suspension of enforcement, we expect that we would have 90 days to regain compliance following receipt of a delisting notice from Nasdaq.

•

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, ~~allocating the purchase price of acquisitions,~~ 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.

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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 ~~one~~1% ~~percent~~ change to our allowance as a percent of our outstanding accounts receivable balance at December 31, ~~2008~~2009 would cause a a change in net income of approximately $0.1 million, net of tax.

~~Goodwill and Indefinite~~-~~Lived~~ ~~Intangible~~36 ~~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 Statement of Financial Accounting Standards No. 142, 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 $1.5 million to $7.3 million of additional pre-tax impairment expense in 2008. A 1% increase in our weighted average cost of capital with no further changes in assumptions would have resulted in approximately $13.0 million of additional pre-tax impairment expense in 2008.

~~Determining~~Goodwill ~~the~~and ~~Recoverability of Long~~Indefinite-Lived Intangible Assets — Our ~~long~~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 beeach ~~held~~station and ~~used~~ ~~(fixed~~employs ~~assets~~a discounted cash flow methodology and ~~definite-lived~~accepted ~~intangible~~appraisal ~~assets)~~techniques. ~~are~~To ~~reviewed~~test ~~for~~goodwill, ~~impairment~~we utilize a market multiple approach ~~whenever~~at ~~events~~the reporting unit level. Local economic conditions in each of our markets could impact whether an FCC license or ~~circumstances~~goodwill ~~indicate~~is ~~that~~impaired, ~~the~~as ~~carrying~~a ~~amount~~decrease ~~may~~or ~~not~~increase bein ~~recoverable~~market revenue could negatively or positively impact discounted cash flows. Other factors such as interest ~~The~~rates, ~~carrying~~the ~~amount~~performance of athe ~~long-lived~~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 ispurchases ~~not~~or ~~recoverable~~sale iftransactions itto 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 ~~sum~~fair value of the assets, an ~~undiscounted~~impairment loss will be recorded in operating income or loss. A 1% to 5% decrease in expected cumulative cash flows ~~expected~~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.

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~~result~~Derivative ~~from~~Financial ~~the~~Instruments ~~use~~— ~~and~~At ~~eventual~~December 31, ~~disposal~~2009 ofwe ~~the~~were ~~asset~~a party to five interest rate swap agreements, which effectively converted approximately $147.2 million of our Ifborrowings wefrom ~~were~~a tovariable ~~determine~~interest ~~that~~rate ~~the~~to ~~carrying~~a ~~amount~~fixed rate of aninterest. ~~asset~~Hedge ~~was~~accounting was not ~~recoverable,~~applied weto ~~would record~~these aninterest ~~impairment~~rate ~~loss~~swap ~~for~~agreements. ~~the~~Consequently, ~~difference~~revaluation ~~between~~gains ~~the~~and losses ~~carrying~~associated ~~amount~~with ~~and~~changes in the fair value measurement of the swaps ~~asset.~~are Werecorded ~~determine~~as ~~the~~a ~~fair~~component ~~value~~ of ~~our~~operating ~~long-lived~~loss ~~assets~~in ~~based~~the ~~upon~~Consolidated ~~the~~Statements ~~market~~of ~~value~~Operations. ofFair ~~similar~~value ~~assets,~~for ifderivative ~~available,~~interest orrate ~~independent~~swap ~~appraisals,~~agreements ifis ~~necessary.~~obtained ~~Long-lived~~from ~~assets~~counterparties to bethe ~~disposed~~agreements of and~~/or~~ ~~held~~corroborated ~~for~~through ~~sale~~estimates ~~are~~using ~~reported~~internal discounted atcash ~~the~~flow ~~lower~~calculations ofbased ~~carrying~~upon ~~amount or~~forward ~~fair~~interest-rate ~~value~~yield curves, ~~less~~and considering ~~cost~~the torisk ~~sell.~~of Wenon-performance ~~determine~~by the ~~fair~~parties ~~value~~to ofthe ~~these~~contract. ~~assets~~At inDecember 31, 2009 and 2008, the ~~same manner~~Company ashad ~~described~~liabilities ~~for~~of ~~assets~~approximately ~~held~~$7.8 million and ~~used~~$11.0 million, respectively, related to the swap agreements.

Deferred Tax Assets — At December 31, 2008, we had current and non-current net deferred tax assets of approximately $80.9 million before valuation allowance, the primary components of which are our intangible assets and net operating loss carryforwards. As a result of our anticipated failure to meet the required financial covenants in our credit agreement, 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 a valuation allowance against substantially all of our net deferred tax assets due to our inability to conclude that it is more likely than not that the deferred tax assets will be realized. 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 — We are a party to five interest rate swap agreements, which effectively convert approximately $155.2 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 and Comprehensive Loss. 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, 2008 and 2007, the Company had liabilities of approximately $11.0 million and $4.4 million, respectively, related to the swap agreements.

Effect of Recently Issued Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations,” (“SFAS 141R”). SFAS 141R requires an acquirer to recognize all of the fair values of acquired assets, including goodwill, and assumed liabilities, with limited exceptions, even in instances where the acquirer has not acquired 100% of its target. SFAS 141R also requires that contingent consideration be measured at fair value at that acquisition date and included on that basis in the purchase price consideration. Under SFAS 141R, transaction costs would be expensed as incurred. SFAS 141R amends Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” to require the acquiring entity to recognize changes in the amount of its deferred tax benefits that are recognizable due to a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, based upon the circumstances. SFAS 141R is effective for fiscal years beginning after December 15, 2008. Adoption is prospective and early adoption is not permitted. We will apply this statement prospectively to business combinations that occur subsequent to January 1, 2009, except for the accounting for valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions. During the third quarter of 2008, we expensed all acquisition-related costs for potential business combinations that were not consummated prior to the adoption of SFAS 141R.

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In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51,” (“SFAS 160”). SFAS 160 clarifies the classification of noncontrolling interests in consolidated statements of financial position and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. Under SFAS 160, noncontrolling interests are considered equity and would be reported as an element of consolidated equity, net income will encompass the total income of all consolidated subsidiaries and separate disclosure on the face of the income statement of the attribution of that income between the controlling and noncontrolling interests, and increases and decreases in the noncontrolling ownership interest amount will be accounted for as equity transactions. SFAS 160 is effective for the first annual reporting period beginning on or after December 15, 2008, and earlier application is prohibited. We will adopt SFAS 160 effective as of January 1, 2009, and do not anticipate a material impact on our financial position and results of operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” (“SFAS 161”). SFAS 161 requires entities to provide enhanced disclosures regarding: how and why an entity uses derivative instruments; how derivative instruments and related hedge items are accounted for under Statement 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with earlier application allowed. The Company will adopt SFAS 161 effective as of January 1, 2009, and will provide the appropriate required disclosures at that time.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in Financial Accounting Standards No. 128, “Earnings per Share.” Under the guidance in FSP 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP 03-6-1 is effective on January 1, 2009 and prior-period earnings per share data will be adjusted retrospectively. We are currently evaluating the impact, if any, that the adoption of FSP 03-6-1 will have on our financial statements.

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.

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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.

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~~2008~~Station ~~Compared~~Operating ~~to 2007~~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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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 ~~Regent~~ 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 42on -Sale of Radio Stations

- 46 -

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) Loss 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 the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (“SFAS 144”). 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 ~~and Comprehensive Loss~~. 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

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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%.

- 47 -

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 ~~SFAS~~current ~~144~~ accounting guidance to the sale of our Watertown, ~~New~~ 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 44AND -CAPITAL RESOURCES

~~Table~~Executive ~~of Contents~~Overview

~~Same~~Our ~~Station~~cash ~~Results~~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.

Our revenues are produced exclusively by our radio stations and their related internet websites. While acquisitions and dispositions have affected the comparability of our 2008 operating results to those of 2007, we believe meaningful quarter-to-quarter net broadcast revenue comparisons can be made for results of operations for those stations which we have been operating for five full quarters, exclusive of stations disposed of during those quarters. We believe this presentation is important because it presents a more direct view of the effectiveness of our stations’ operations. Nevertheless, this measure should not be considered in isolation or as a substitute for broadcast net revenue, operating loss, net loss, net cash 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. The following comparable results between 2008 and 2007 are listed in the table below (in thousands):

Quarter 1	2008		2007
(62 stations in 13 markets)	Net		Net		%
	Revenue		Revenue		Change
Net broadcast revenue	$	20,833	$	21,508
Less:
Non-same station results (1)		27		89
Barter effect		688		764
Same station net broadcast revenue	$	20,118	$	20,655		(2.6	)%

(1) Non-same station results represent the net cash revenues of stations that were not owned or operated for the entire five-quarter period ended March 31, 2008.

Same station net revenue decreased 2.6% in the first quarter of 2008 compared to the same period of 2007. The change is due primarily to decreases in local and national revenue in our Albany and Buffalo, New York markets as a result of local economic conditions and decreased advertising budgets during the quarter for national advertisers. The decreases at these markets were partially offset by increases in several of our other markets, including our Grand Rapids, Michigan, Bloomington, Illinois, El Paso, Texas, and Utica, New York markets. Grand Rapids benefited from strong national advertising in the market, increases in Interactive sales, and increased revenue from our syndicated “Free Beer & Hot Wings” morning show. Our Bloomington market experienced increased agricultural advertising during the period. Our El Paso market benefited from a rebound in local advertising revenue during the first quarter of 2008 after declines in the same quarter of the previous year. Our Utica market saw increases in local advertising revenue during the quarter due to strong sales programs aimed at attracting local advertisers. Additionally, both El Paso and Utica benefited from increases in political revenue during the quarter.

Quarter 2	2008		2007
(62 stations in 13 markets)	Net		Net		%
	Revenue		Revenue		Change
Net broadcast revenue	$	26,482	$	25,736
Less:
Non-same station results (1)		—		107
Barter effect		919		819
Same station net broadcast revenue	$	25,563	$	24,810		3.0	%

(1) Non-same station results represent the net cash revenues of stations that were not owned or operated for the entire

- 45 -

five-quarter period ended June 30, 2008.

Same station net revenue increased 3.0% in the second quarter of 2008 compared to the same period in 2007, due primarily to the scheduling of certain non-traditional revenue events during the second quarter that had previously been held in the third quarter of 2007.

Quarter 3	2008		2007
(62 stations in 13 markets)	Net		Net		%
	Revenue		Revenue		Change
Net broadcast revenue	$	25,328	$	25,729
Less:
Non-same station results (1)		—		90
Barter effect		825		900
Same station net broadcast revenue	$	24,503	$	24,739		(1.0	)%

(1) Non-same station results represent the net cash revenues of stations that were not owned or operated for the entire five-quarter period ended September 30, 2008.

Same station net revenue decreased 1.0% in the third quarter of 2008 compared to the same period in 2007, due primarily to the scheduling of certain non-traditional revenue events during the second quarter of 2008 that had previously been held in the third quarter of 2007. The decrease was offset by increased political revenue during the quarter, primarily in our Ft. Collins, Colorado, and Buffalo, New York markets.

Quarter 4	2008		2007
(62 stations in 13 markets)	Net		Net		%
	Revenue		Revenue		Change
Net broadcast revenue	$	23,697	$	24,939
Less:
Non-same station results (1)		—		44
Barter effect		1,131		1,113
Same station net broadcast revenue	$	22,566	$	23,782		(5.1	)%

(1) Non-same station results represent the net cash revenues of stations that were not owned or operated for the entire five-quarter period ended December 31, 2008.

Same station net broadcast revenue decreased 5.1% in the fourth quarter of 2008 compared to the same period in 2007. Traditional local radio spot revenue decreased 6.0% across all markets during the quarter, but was offset partially by increases in Interactive revenue and non-traditional revenues. National revenue decreased 25.5% in the fourth quarter of 2008 compared to the same 2007 period, as difficult economic conditions drove down demand from national advertisers. Political revenue increased by 189.1% during the fourth quarter of 2008 due to the effects of numerous local, state and federal political races and ballot initiatives.

2007 Compared to 2006

Results of continuing operations for the year ended December 31, 2007 compared to December 31, 2006 were impacted by several factors. Revenue comparisons were impacted by approximately $1.6 million of political revenues that were recorded primarily in the third and fourth quarters of 2006, compared to approximately $0.6 million in the comparable 2007 period. Comparative results were also impacted in 2007 by the operations related to the Buffalo cluster which we began operating October 1, 2006.

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Net Broadcast Revenues

The radio industry overall experienced a 2.0% decrease in revenues in 2007 compared to 2006, according to the RAB. The RAB further indicated that in 2007, local revenues decreased 2.0%, national revenues decreased by 6.0% and network revenues increased 4.0%. In 2007, our net broadcast revenue was derived from approximately 85% local revenue and 15% national revenue.

Net broadcast revenues for Regent increased 18.4% to approximately $97.9 million in 2007 from approximately $82.7 million in 2006. The table below provides a summary of the net broadcast revenue variance for the comparable twelve-month periods (in thousands):

Net broadcast revenue variance:

	Increase
	(decrease) in net
	broadcast			%
	revenue			Change
Local revenue	$	13,152			19.7	%
National revenue		1,992			21.0	%
Political revenue		(1,040	)		(64.0	)%
Barter revenue		486			15.6	%
Other		616			33.8	%
Net broadcast revenue variance	$	15,206			18.4	%

The 19.7% increase in local advertising revenue in 2007 compared to 2006 was due primarily to increased local revenue as a result of the Buffalo acquisition. Similarly, the favorable national advertising revenue variance was primarily due to the Buffalo acquisition. Local revenue increased in all our markets with the exception of our Flint and Grand Rapids, Michigan and Bloomington, Illinois markets. Local revenue increased in our Lafayette, Louisiana and Peoria, Illinois markets by 7.9% and 8.2%, respectively. National revenue increased in all our markets with the exception of our El Paso, Texas, Grand Rapids, Michigan and Utica, New York markets. Additionally, our Buffalo market experienced a decrease of approximately $0.4 million, or 42.4%, in national revenue during the fourth quarter of 2007, compared to the same period in 2006.

Station Operating Expenses

Station operating expenses increased 13.9%, to approximately $63.1 million in 2007 from approximately $55.3 million in 2006. The table below provides a summary of the station operating expense variance for the comparable twelve-month periods (in thousands):

- 47 -

Station operating expense variance:

	Increase in
	station operating			%
	expense			Change
Technical expense	$	(626	)		(21.6	)%
Programming expense		(1,795	)		(11.4	)%
Promotion expense		(91	)		(2.9	)%
Interactive expense		(735	)		N/M
Sales expense		(3,269	)		(19.9	)%
Administrative expense		(862	)		(6.2	)%
Barter expense		(338	)		(10.6	)%
Station operating expense variance	$	(7,716	)		(13.9	)%

N/M — Calculation is not meaningful as the Company began its Interactive initiative in 2007.

A substantial portion of the $7.7 million expense increase was due to the results of the Buffalo stations, which we began operating at the beginning of the fourth quarter of 2006. Technical expenses increased approximately 21.6% due primarily to: increased equipment repair; increases in heat, light and power costs; higher compensation expense; and increased rent expenses as a result of the Buffalo stations. Programming expenses increased by approximately 11.4% primarily from: increased compensation expense of approximately $1.1 million, of which approximately $0.7 million was related to the Buffalo stations; higher music license fees, primarily from the Buffalo stations; and syndication expenses related to our “Free Beer & Hot Wings” syndicated show. These programming expense increases were partially offset by a savings in programming research expense. Promotion and advertising expenses increased approximately 2.9% primarily due to the Buffalo stations, partially offset by savings in several of our other markets. Sales expense increased 19.9% due primarily to compensation costs related to increased revenue, primarily from the Buffalo stations, and increased rating service costs related to the Buffalo stations, as well as one new station in Albany, New York and two new stations in Peoria, Illinois. Our Interactive initiative was launched in 2007 and the increase in expense primarily represents compensation expense for our newly-hired Interactive sales managers and program directors, website and streaming fees, and music license fees. Administrative expense increased by 6.2%, due primarily to increased compensation, rent and health care expenses from the Buffalo stations, partially offset by lower franchise tax expense and bad debt expense. Barter expenses increased primarily due to the results of the Buffalo stations.

Depreciation and Amortization

Depreciation and amortization expense of approximately $5.0 million in 2007 was flat compared to 2006. Amortization decreased by approximately $0.2 million due primarily to lower amortization expense in our Bloomington, Illinois and St. Cloud, Minnesota markets, as certain definite-lived intangibles became fully amortized in those markets in 2006. The decrease was partially offset by the amortization of certain definite-lived intangible assets acquired in conjunction with our Buffalo, New York and Peoria, Illinois station acquisitions in the second half of 2006. Depreciation expense increased by approximately $0.2 million in 2007, due primarily to the depreciation of assets in our Buffalo market for the full year, partially offset by decreased depreciation expense for certain assets that became fully depreciated in 2006.

- 48 -

~~Corporate~~At ~~General~~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 ~~Administrative~~two ~~Expenses~~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.

~~Corporate~~The ~~general~~swap ~~and~~agreements ~~administrative~~were ~~expense~~terminated ~~increased~~in ~~approximately~~letters ~~8.2%~~received orfrom ~~$0.6~~our banks in January ~~million~~2010 towhich calculated termination amounts totaling approximately $712.31 million inas ~~2007~~of January 12, 2010. The Termination ~~increase~~Amounts ~~was~~from ~~due~~each ~~primarily~~party toincluded ~~increased~~accrued ~~non-cash~~interest payable at the applicable rate in ~~compensation~~their ~~expense~~respective ~~related~~Master toAgreements. The swap agreements were settled at the ~~issuance~~same ofpercent ~~nonvested~~as ~~stock~~the first ~~and~~lien ~~increased~~debt ~~board~~holders ~~expenses~~in the reorganization plan.

~~Activist~~Upon ~~Defense~~our ~~Costs~~emergence from Chapter 11 Bankruptcy on April 27, 2010, we entered into a new 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. Also on the Effective Date, we entered into a Subordinated Notes Agreement with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. Currently there are no interest swap agreements in place related to the new credit facility.

InOur ~~the~~tax ~~third~~position ~~quarter~~may be impacted as a result of ~~2007,~~our weemergence ~~incurred~~from ~~approximately~~Chapter 11 $0Bankruptcy.6 Under IRC Section ~~million~~382, inif ~~legal~~a ~~and~~corporation ~~other~~or ~~costs~~a consolidated group of corporations with net operating ~~related~~losses to(“NOLs”) undergoes an “ownership change,” the ~~settlement~~loss corporation’s use of aits ~~stockholder~~pre-change ~~activist~~NOLs (and ~~lawsuit.~~certain ~~Further~~other ~~information~~tax ~~pertaining~~attributes) generally will be subject to ~~this~~an annual limitation in the ~~matter~~post-change ~~was~~period. ~~filed~~In ongeneral, an “ownership change” occurs if the ~~Company~~percentage of the value of the loss corporation’s ~~Form~~stock 8owned by one or more direct or indirect “five percent shareholders” increases by more than fifty percentage points over the lowest percentage of value owned by the five percent shareholders at any time during the applicable testing period . The testing period generally is the shorter of (i) the three-Kyear ~~dated~~period ~~September~~preceding the testing date or (ii) ~~14,~~the ~~2007~~period of time since the most recent ownership change of the corporation. We are currently evaluating the impact of the ownership change and its impacts upon our cash and liquidity.

~~Impairment~~2009 ofSources ~~Indefinite-Lived~~and ~~Intangible~~Uses ~~Assets~~of ~~and Goodwill~~Funds

InSources ~~conjunction with our 2007 annual impairment testing~~ of ~~goodwill and indefinite-lived~~Funds intangible assets, 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. As a result, we recorded an impairment charge of approximately $163.6 million in the fourth quarter of 2007. The FCC license and goodwill impairment was due to a combination of factors, including the adjustment of certain metrics used to measure the discounted cash flow utilized in the valuation, and the adjustment of cash flow multiples to reflect industry conditions at that time. In 2006, we recorded impairment of FCC licenses and goodwill of approximately $48.4 million, which included $4.7 million of impairment expense that had been reclassified to discontinued operations.

~~(Gain)~~In ~~Loss~~2009, onour ~~Sale~~sources of ~~Radio~~cash, ~~Stations~~derived primarily from a combination of cash provided by operating activities and borrowings under our credit agreement, were used to fund various investing and financing transactions totaling approximately $12.0 million.

~~During~~Net ~~2006,~~cash weprovided ~~sold~~by ~~three~~operating ~~radio~~activities ~~stations~~decreased 54.4% in ~~our~~2009 ~~Peoria~~to approximately $7.0 million, ~~Illinois~~compared ~~market~~to ~~and~~$15.4 million ~~one radio station~~ in ~~our Evansville, Indiana market~~2008. The ~~sale~~$8.4 million ofdecrease ~~the~~was ~~stations~~due ~~did~~to ~~not~~a ~~qualify for discontinued~~combination ~~operations treatment under the provisions~~ of ~~SFAS~~lower ~~144.~~station Weoperating ~~recorded~~income aand ~~loss~~increased onrealized ~~the~~cash ~~sale~~losses ~~of the Peoria stations of approximately $1.9 million, offset by a gain~~ on ~~the~~our ~~sale~~interest ofrate ~~the Evansville station of~~swap ~~approximately $0~~agreements.~~3 million.~~

~~Interest~~Cash ~~Expense~~flows provided by financing activities were approximately $2.5 million in 2009 compared to cash flows used in financing activities of approximately $21.3 million in 2008. The change in financing activities primarily reflects the pay down of debt in 2008 with proceeds from the sale of radio stations and cash from operations.

Interest expense increased to approximately $16.8 million in 2007 from approximately $7.5 million in 2006. The increase in interest expense was due to a combination of higher average interest rates and increased average outstanding balances under our credit agreement during 2007. Interest expense in 2006 included a non-cash charge of approximately $0.7 million in the fourth quarter from the write-off of deferred financing costs related to our previous credit agreement. Interest rates increased due to increases in LIBOR rates, as well as higher margins applicable to borrowings under our current credit agreement. The higher outstanding debt levels during the 2007 year were due primarily to borrowings made under our current credit agreement to fund the purchase of our Buffalo, New York stations during the fourth quarter of 2006. Our average debt level in 2007 was approximately $212.5 million, compared to approximately $104.6 million in 2006.

Realized and Unrealized (Loss) Gain on Derivatives

- 49 -

~~Applicable~~At ~~Margin.~~December 31, ~~Since~~2009, ~~hedge~~we ~~accounting~~had ~~was~~borrowings ~~not~~under ~~applied~~our tocredit ~~these~~facility ~~interest rate~~of ~~swap~~approximately ~~agreements~~$187.7 million, ~~revaluation~~comprised ~~gains~~of ~~and~~approximately ~~losses~~$105.8 million ~~associated~~under ~~with~~our ~~changes~~Term inB ~~the~~Loan, ~~fair~~a ~~value~~$41.4 ~~measurement~~million ofTerm ~~the~~A ~~swaps~~Loan, ~~are recorded within realized~~ and ~~unrealized (loss)~~$40.5 ~~gain~~million ~~on derivatives in the Consolidated Statements~~ of ~~Operations~~revolver ~~and~~borrowings. ~~Comprehensive~~As ~~Loss.~~we Wewere ~~recorded~~in ~~approximately~~credit ~~$6.2~~default at ~~million~~December 31, of2009 ~~unrealized~~we ~~loss~~were ~~related~~unable to ~~the~~borrow ~~change~~on in the ~~fair~~revolving ~~value~~credit offacility. ~~the~~Borrowings ~~swaps~~under ~~during~~ the ~~2007~~ ~~year,~~credit ~~compared~~agreement tobore ~~approximately~~interest ~~$1.7 million~~at ofan ~~unrealized~~average ~~gain~~rate ~~for~~of ~~the~~6.11% ~~2006 year~~and 3.44% ~~For~~at ~~the~~December 31, ~~2007~~2009 and ~~2006~~December ~~years~~31, we2008, ~~recorded approximately $1~~respectively.~~0 million~~ ~~and~~Our ~~$0.1 million~~weighted-average ofinterest ~~realized~~rate ~~gains, respectively,~~for ~~due to~~ the ~~favorable~~year ~~swap~~ended ~~fixed~~December 31, ~~rates~~2009 ~~compared~~and toDecember 31, ~~market~~2008 ~~rates~~was ~~during~~5.00% ~~the~~and ~~periods~~5.62%, respectively.

~~Income~~Upon ~~Taxes~~our emergence from Chapter 11 Bankruptcy, we entered into a new 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.

WeThe ~~recorded~~terms ~~an income tax benefit on loss from continuing operations~~ of ~~approximately~~the ~~$60.6 million~~term inloan ~~2007,~~under ~~which~~the ~~represented~~credit aagreement ~~37.1%~~sets ~~effective~~the ~~rate.~~interest ~~The~~ rate ~~included~~to aone-month Eurodollar ~~tax~~Rate ~~benefit~~plus ~~at a 34~~4.0% ~~federal~~ ~~rate~~ and, aupon ~~state~~an ~~tax~~event ~~benefit~~ of ~~approximately 3.9%~~default, ~~offset~~increased ~~by other permanent item adjustments, primarily related~~ to ~~the write~~one-~~off~~month ofEurodollar ~~non~~Rate ~~tax-deductible~~plus ~~goodwill, of 0~~6.80%., Weprovided ~~recorded~~that ~~an income tax benefit of approximately $14.4 million~~ in ~~2006~~each oncase ~~loss~~there ~~from~~is ~~continuing operations, which represented~~ a ~~39.1%~~Eurodollar ~~effective~~Rate ~~rate.~~floor ~~The rate included a tax benefit at a 34% federal rate, a state tax benefit~~ of 51.025%~~, and miscellaneous adjustments of 0~~.~~1%.~~

InThe ~~2007~~new Credit Agreement is guaranteed by the Company, weRegent ~~determined~~Broadcasting ~~that~~Management, itLLC ~~was~~and all ~~not~~of ~~necessary~~the todirect ~~record~~and anindirect ~~additional~~subsidiaries ~~valuation~~of ~~allowance against~~Regent ~~our~~Broadcasting, ~~federal~~LLC. ~~net~~The ~~operating~~obligations ~~loss~~under ~~carryforwards~~the Credit ~~that~~Agreement ~~expire~~are insecured ~~years~~by ~~2017~~a ~~through~~first-priority ~~2027,~~lien ~~based~~(subject to certain permitted liens and exceptions) on ~~estimated~~substantially ~~future~~all ~~taxable~~of ~~income~~the ~~during~~tangible ~~those~~and ~~years~~intangible assets of Borrower and the Guarantors. ~~Our~~The ~~estimated~~Credit ~~future~~Agreement ~~taxable~~contains ~~income~~customary incovenants, which, among other things require ~~those~~Borrower ~~periods~~and ~~takes~~the ~~into~~Guarantors ~~consideration~~to ~~anticipated~~meet ~~future~~certain ~~reductions~~financial intests ~~interest~~and ~~expense~~limit ~~due~~their ability to: incur ~~scheduled~~indebtedness ~~debt~~and ~~repayments~~liens; ~~through~~make ~~2013,~~investments; asmake ~~well~~asset assales; ~~the~~pay ~~run-off~~dividends ofor ~~significant~~make ~~tax~~other ~~amortization~~restricted ~~related~~payments; toengage ~~existing~~in ~~FCC~~mergers ~~licenses~~or other fundamental changes; enter into transactions with affiliates; and ~~tax-deductible~~other ~~goodwill~~covenants bycustomary ~~2016~~for such a credit facility.

WeAdditionally, ~~had~~we ~~cumulative~~entered ~~gross~~into ~~federal~~a ~~and~~new ~~state~~Subordinated ~~tax~~Notes ~~loss~~Agreement ~~carryforwards~~(the of“Subordinated ~~approximately $116.8~~Notes ~~million~~Agreement”) atwith ~~December 31,~~General ~~2007~~Electric Capital Corporation, ~~with~~as ~~expiration~~subordinated ~~dates~~notes inagent, ~~the~~and ~~years~~a ~~2008~~syndicate of ~~through~~certain ~~2027~~financial institutions. The ~~utilization~~Subordinated Notes Agreement provides for 12% Senior Subordinated PIK Notes in an initial aggregate principal amount of $25,000,000 with a ~~portion~~maturity date of ~~these~~October 27, ~~net~~2014. ~~operating~~The ~~loss~~entire ~~carryforwards~~unpaid ~~for~~principal ~~federal~~balance ~~income~~of ~~tax~~such ~~purposes~~subordinated isnotes ~~limited,~~shall bear ~~pursuant~~interest toat ~~the~~12% ~~annual~~per ~~utilization~~annum ~~limitations~~and ~~provided~~interest ~~under~~shall ~~the~~only ~~provisions~~be ofpaid-in-kind ~~Internal~~by ~~Revenue Code~~being ~~Section 382~~added to principal.

~~Discontinued~~The ~~Operations~~new Subordinated Notes Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of the Company. 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.

WeUnder ~~applied~~ the ~~provisions~~terms of ~~SFAS~~the ~~144~~term toloan in the ~~sale~~new ofcredit ~~our Watertown~~agreement, ~~New~~we ~~York~~are ~~market~~subject ~~and~~to ~~the~~a Maximum ~~sale~~Consolidated ofLeverage ~~our~~Ratio ~~Chico~~ and ~~Redding,~~a ~~California~~Minimum ~~markets~~Consolidated inFixed ~~2006,~~Charge ~~which~~Coverage ~~requires~~Ratio, ~~that~~as inwell aas ~~period~~to negative incovenants ~~which a~~customary ~~component~~for facilities of anthis ~~entity~~type. ~~has~~The ~~been~~Maximum ~~disposed~~Consolidated ofLeverage or Ratio is ~~classified~~6.40:1.00 asat ~~held~~December 31, ~~for~~2010. ~~sale,~~The ~~the~~ratio ~~income statement~~will ofdecrease ato ~~business~~5.90:1.00 ~~enterprise~~at ~~for~~March 31, ~~current~~2011 and ~~prior~~will be ~~periods~~4.80:1.00 ~~shall~~at ~~report~~December 31, ~~the~~2011. ~~results~~Over ~~of operations of~~ the ~~component~~remaining period, ~~including~~the ~~any~~Maximum ~~gain~~Consolidated orLeverage Ratio ~~loss~~will ~~recognized,~~decrease into ~~discontinued operations~~4.50:1.00. The ~~table~~ ~~below~~Minimum ~~summarizes~~Consolidated ~~the~~fixed ~~effect~~charge ofCoverage ~~the~~Ratio ~~reclassification~~is on1.75:1.00 at ~~the years ended~~ December 31, ~~2007~~2010 and increases to ~~December~~1.85:1.00 at March 31, ~~2006~~2011, ~~(in~~at ~~thousands):~~which point such leverage remains throughout the remaining life of the credit agreement.

- 50 -

	2007			2006
Net broadcast revenue	$	2,410		$	8,292
Station operating expense		1,739			6,773
Depreciation and amortization expense		91			356
Allocated interest expense		145			367
Impairment of indefinite-lived intangible assets		—			4,700
Other income, net		—			(1	)
(Gain) loss on sale of radio stations		(49	)		206
Gain (loss) before income taxes		484			(4,109	)
Income tax (expense) benefit (1)		(188	)		35
Net income (loss)	$	296		$	(4,074	)

Uses of Funds

~~(1)~~In ~~The~~2009, ~~income~~we ~~tax~~utilized ~~benefit~~our insources ~~2006 includes approximately $1.5 million~~ of ~~income~~cash ~~tax~~primarily ~~expense related~~ to ~~the~~repay ~~write-off~~borrowings ofunder ~~non-deductible~~our ~~goodwill~~credit agreement ~~associated with the Chico~~ and ~~Redding,~~fund ~~California~~capital ~~disposals~~expenditures.

~~LIQUIDITY~~Net ~~AND~~cash ~~CAPITAL~~used ~~RESOURCES~~in investing activities was approximately $700,000 in 2009, compared to approximately $5.6 million provided by investing activities in 2008. The cash used by investing activities in 2009 was primarily capital expenditures. During the first quarter of 2008, the sale of our four Watertown stations and one station in each of our Albany and Buffalo, New York markets provided approximately $7.9 million of net cash proceeds.

~~Executive~~We ~~Overview~~funded capital expenditures of approximately $0.7 million in 2009 compared to $2.4 million in 2008. The decrease was due primarily to approximately $1.2 million of expenditures in 2008 related to our Evansville, Indiana consolidation project, where we built an operating facility with sufficient space to accommodate all of our Evansville radio stations, which were originally purchased from two separate sellers. We expect 2010 capital expenditures to be approximately $2.0 million in total for maintenance capital expenditures.

~~Due~~We toare arequired ~~general~~to ~~deterioration~~repay inthe ~~spending~~New byTerm ~~advertisers~~Loan ~~due~~in toan ~~recessionary~~amount ~~economic conditions~~equal ~~throughout~~to ~~the United States~~$237,500 weon ~~anticipate~~each ~~that our Maximum Consolidated Leverage Ratio~~March 31, ~~calculation~~June 30, ~~will~~September 30 ~~exceed~~and ~~the~~December 31 ~~level allowed under the terms~~ of ~~our~~each ~~credit~~year ~~agreement~~beginning ~~at March~~June 3130, ~~2009~~ 2010. ~~Failure~~We toare ~~meet~~required ~~the~~to repay ~~financial ratios contained in~~ the ~~credit~~Term ~~agreement~~Loans ~~could result~~ in ~~the acceleration~~full ofon the ~~maturity~~Term ofLoan ~~our~~Maturity ~~outstanding debt to currently payable~~Date. ~~Consequently,~~Amounts ~~the Report~~ of ~~Independent~~Term ~~Registered~~Loans ~~Public~~repaid ~~Accounting~~may ~~Firm issued by our auditors contains an explanatory~~not ~~paragraph~~be ~~regarding~~reborrowed. ~~the~~Also, ~~uncertainty~~we inare ~~our~~required ~~ability~~ to repay ~~such~~Revolving ~~debt~~Loans, ~~and continue as a going concern~~ if ~~amounts~~any, ~~owed~~in ~~under~~an ~~the~~amount ~~credit~~equal ~~agreement were required~~ to ~~be repaid currently. Under the~~ ~~terms~~$125,000 ofon ~~our~~each ~~credit~~March 31, ~~agreement~~June 30, ~~any~~September 30 ~~audit~~and ~~report~~December 31 ~~containing~~of ~~such~~each ~~going concern language constitutes a default under the agreement~~year. ~~Accordingly,~~We ~~all~~are ~~debt~~required ~~outstanding under our credit agreement has~~to ~~been~~repay ~~reclassified~~the toRevolving ~~currently~~Loans ~~payable~~ in ~~our~~full ~~consolidated~~on ~~financial~~the ~~statements.~~Scheduled InRevolving ~~addition,~~Credit ~~a valuation~~Termination ~~allowance~~Date ~~has been recorded on substantially all~~ of ~~our deferred tax assets~~April 27, ~~as we are~~ ~~unable~~2012. toAmounts ~~conclude~~of ~~that~~Revolving itLoans isrepaid ~~more~~may ~~likely than not that the assets will~~ be ~~realized, given the uncertainty in our ability to continue as a going concern~~reborrowed. We ~~are~~ currently inproject ~~negotiations~~that ~~with our lenders to amend~~ the ~~terms of our credit agreement to increase the Maximum Consolidated~~revolver ~~Leverage~~will ~~Ratio~~not ~~and~~be ~~modify~~utilized ~~certain other covenants~~ in ~~order to regain compliance with~~ the ~~terms~~ offoreseeable ~~the agreement~~future.

~~Excluding~~In ~~the~~addition ~~effect~~to ofregularly ~~any~~scheduled ~~potential acceleration of long-term~~ debt ~~to current~~repayments, we ~~believe that~~may ~~the~~also ~~cash generated from operations and available cash on hand will~~ be ~~sufficient~~subject to ~~meet~~prepayments ~~our~~of ~~requirements~~borrowings ~~for~~under ~~corporate~~our ~~expenses,~~credit ~~capital~~agreement ~~expenditures~~for ~~and~~excess ~~scheduled~~cash ~~debt~~flow ~~repayments~~generated ~~over~~by the ~~next~~ ~~12 months~~Company. ~~While~~Excess ~~we expect the long-term liquidity of the Company to be strong~~cash flow, as ~~radio stations~~defined ~~typically~~in ~~do not have large capital requirements, we expect that at~~ the ~~end of the life of our~~ credit agreement, inis ~~2013~~substantially wecalculated ~~will~~as ~~need to refinance the outstanding debt on terms subject to~~follows: ~~market conditions at that date.~~

Consolidated EBITDA minus: any cash principal payment on the loans during such period other than any mandatory prepayment required; any scheduled or other mandatory cash principal payment on any Capitalized Lease Obligation or other Indebtedness; any Capital Expenditure; Consolidated Cash Interest Expense; any cash losses from extraordinary items; any cash payment made during such period to satisfy obligations for United States federal income taxes or other taxes measured by net income; any increase in Working Capital plus: any provision for United States federal income taxes or other taxes measured by net income; any decrease in Working Capital.

We are required to pay to the Administrative Agent, within 5 Business Days after (i) the last date the Financial Statements for the second Fiscal Quarter can be delivered as required by the credit facility for any Fiscal Year, 50% of the Excess Cash Flow for the first and second Fiscal Quarters of such Fiscal Year, and (ii) the last date Financial Statements can be delivered as required by the Credit Facility for any Fiscal Year, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; provided that for the Fiscal Year ended December 31, 2010, such amount shall be equal to 50% of the Excess Cash Flow for the third and fourth Fiscal Quarters of such Fiscal Year.

- 51 -

~~Historically,~~We weare ~~have~~required ~~focused~~to onpay ~~acquiring~~certain ~~radio~~fees ~~stations~~to inthe ~~new~~agent ~~broadcast markets~~ and ~~expanding~~ orthe ~~strengthening~~lenders ~~our~~for ~~presence~~the ~~in our existing markets. However, due to our current debt~~underwriting ~~covenant~~commitment ~~compliance~~and ~~issues,~~the asadministration ~~well as existing market~~ and ~~general~~use ~~economic~~of ~~conditions,~~the wecredit ~~are currently focused on reducing our leverage ratio~~agreement. ~~We may continue to evaluate opportunities to~~ ~~acquire~~The ~~suitable~~unused ~~broadcast~~commitment ~~targets at acceptable prices based on~~ for the ~~availability~~new ofrevolving ~~public~~facility ~~or private~~is ~~capital at satisfactory terms at future dates~~0.5%.

On an ongoing basis, corporate and market-level management monitor costs incurred in the operation of our broadcast markets. This oversight allows us 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. During this economic downturn, we will continue to focus on operating our stations as profitably as possible, while still maintaining initiatives to ensure our long-term growth.

We have three LIBOR-based interest rate swap agreements on our Term B Loan, which effectively convert approximately $109.2 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 convert $46.0 million from variable-rate to fixed-rate debt. During 2008, we realized a loss of approximately $2.2 million related to these agreements as a result of lower market interest rates compared to our fixed rates. We do not anticipate any material realized gains related to our interest rate swap agreements in 2009, as variable interest rates continue to be lower than our fixed rates under the swap agreements.

In the first quarter of 2008, we completed three dispositions of non-strategic assets: the sale of four stations in Watertown, New York for approximately $6.3 million in cash; the sale of WTMM-AM in our Albany, New York market for approximately $0.9 million in cash; and the sale of WECK-AM in our Buffalo, New York market for approximately $1.3 million in cash. We used the net proceeds from these dispositions to pay down borrowings under our credit agreement.

Our cash and cash equivalents balance at December 31, 2008 was approximately $1.1 million compared to approximately $1.4 million at December 31, 2007. 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 pay down our revolving credit agreement.

Our liquidity continues to be supported by the effectiveness of our credit policies and procedures, which has enabled the Company to keep write-offs of accounts receivable to approximately 0.6% of net revenue or lower in the last three years.

Cash Requirements

The Term Bloan ~~Loan~~ commitment ~~and~~will ~~Term~~begin ~~A Loan commitment began~~ scheduled payment reductions on ~~March 31,~~ ~~2007 and March~~June 3130, ~~2008, respectively~~2010. ~~Due to the reclassification in our consolidated~~Repayments ~~financial statements of the outstanding debt~~ under ~~our credit agreement to currently payable, repayments under~~ the credit agreement are ~~approximately~~ as follows ~~(in thousands)~~:

					Total		~~Total~~
	Term A Loan		Term B Loan		Revolver		Paydowns
	Term Loan		Revolver		Paydowns
2009	$	46,013	$	109,165	$	29,950	$	185,128
2010	$	712,500	$	0	$	712,500

-We 52believe -that the cash generated from operations and available cash on hand will be sufficient to meet our requirements for corporate expenses, capital expenditures and scheduled debt repayments under the new credit agreement over the next 12 months.

In the event our lenders would not accelerate the payment terms of our outstanding debt under the credit agreement, repayments would be required based upon the schedule detailed under the section 2008 Sources and Uses of Fund.

2008 Sources and Uses of Funds

Sources of Funds

In 2008, our sources of cash, derived primarily from a combination of cash provided by operating activities, cash received from the sale of stations and borrowings under our credit agreement, were used to fund various investing and financing transactions totaling approximately $33.8 million.

Net cash provided by operating activities increased approximately 13.0% in 2008 to approximately $15.4 million, compared to $13.6 million in 2007. The $1.8 million increase was due primarily to lower interest expense costs as a result of lower interest rates and outstanding debt balances, offset partially by realized cash losses on our interest rate swap agreements.

Net cash provided by investing activities was approximately $5.6 million in 2008, compared to approximately $7.6 million used in investing activities in 2007. During the first quarter of 2008, the sale of our four Watertown stations and one station in each of our Albany and Buffalo, New York markets provided approximately $7.9 million of net cash proceeds. During 2007, we expended approximately $4.6 million for the purchase of WBZZ-FM (formerly WNYQ-FM) in Albany, New York.

At December 31, 2008, we reclassified all outstanding balances under our credit agreement to currently payable, as our lenders may, at their discretion, accelerate the payments of the outstanding amounts to current, due to our failure to comply with certain covenants of the credit agreement. However, it is not certain that our lenders will require such amounts to be accelerated. Accordingly, we are providing the information below with regard to certain terms and conditions contained within our credit agreement in the event the debt is not required to be repaid currently.

~~Under~~- ~~the~~52 ~~terms of our credit agreement, our lenders have made available to us a senior~~- secured credit agreement in the maximum aggregate initial principal amount of $240.0 million, consisting of a Senior Secured Term B Loan Facility (Term B Loan) in the aggregate initial principal amount of $115.0 million, a Senior Secured Revolving Credit Agreement in the aggregate principal amount of $75.0 million, and a Term A Loan Facility (Term A Loan) in the aggregate initial principal amount of $50.0 million. The credit agreement includes a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. The credit agreement also provides for an additional $100.0 million incremental loan facility, subject to the terms of the facility. Borrowings under the incremental facility may be priced differently than the original term and revolving loans. The credit agreement is available for working capital, permitted acquisitions, including related acquisition costs, and general corporate purposes.

Commencing March 31, 2007, we were required to make quarterly repayments of the amounts borrowed under the Term B Loan, which amount is currently set at approximately $278,000 per quarter, until November 21, 2013, at which date any remaining amounts outstanding under the loan are due and payable. Borrowings under the Term A Loan must be repaid in 24 quarterly installments, which repayment commenced March 31, 2008. Repayments began at 1.25% of the outstanding principal amount, which percentage increases to a maximum of approximately 6.05% of the original principal amount, until the final

- 53 -

payment date of November 21, 2013. No repayments are required under the revolving facility until the termination of the credit agreement on November 21, 2013.

In addition to regularly scheduled debt repayments, we may also be subject to prepayments of borrowings under our credit agreement for excess cash flow generated by the Company. Excess cash flow is calculated as the excess of the sum of consolidated EBITDA plus or minus the annual change in working capital (excluding cash and cash equivalent amounts included in current assets and any debt owed under the credit agreement and included in current liabilities), less the sum of consolidated fixed charges, voluntary permanent repayments of outstanding balances and $1,000,000. The necessity and amounts of calculated prepayments are based upon the Company’s consolidated leverage ratio at the end of each calendar year preceding the calculation date, and commenced April 30, 2008 and continue for each April 30 thereafter that we have borrowings under the credit agreement. The percentage of excess cash flow required to be repaid is as follows:

	Excess cash
	flow
Consolidated leverage ratio	percentage
Greater than 6.75:1.00		75	%
5.00:1.00 to 6.74:1.00		50	%
Less than 5.00:1.00		0	%

Any required prepayments are applied to the principal of the outstanding borrowings on a pro rata basis, with a resulting permanent reduction of available commitment for both the Term A and Term B portions of the credit agreement. Available commitment under the revolving agreement is not affected by any required excess cash flow prepayments. In April 2008, we were required to permanently repay borrowings under the Term A Loan and Term B Loan portions of our credit agreement based upon the calculation of excess cash flow generated by our operations. Based on this calculation, we repaid approximately $3.6 million of borrowings under our Term B Loan and approximately $1.5 million of borrowings under our Term A Loan. We used borrowings from our revolving facility to fund the required repayments.

Borrowings under the Term A Loan and the revolving 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 rate of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the credit agreement, which varies between 0.0% and 1.0% depending upon the Company’s Consolidated Leverage Ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 0.75% and 2.5%, depending upon our Consolidated Leverage Ratio. Borrowings under the Term B Loan bear interest at a rate equal to, at our option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus an applicable margin of 2.5%, or (b) the Eurodollar Rate plus an applicable margin of 2.5%. Effective February 23, 2007, we entered into an amendment to our credit agreement. The material terms of the amendment were a reduction of the Applicable Margin on Base Rate and Eurodollar Loans under the credit agreement to 2.25% for Eurodollar Loans and 0.75% for Base Rate Loans under the Term B Loan of the facility.

Effective February 23, 2007, we entered into an amendment to our credit agreement. The material terms of the amendment were a reduction of the Applicable Margin on Base Rate and Eurodollar Loans under the credit agreement to 2.25% for Eurodollar Loans and 0.75% for Base Rate Loans under the Term B Loan of the facility.

- 54 -

We are required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the credit agreement. The underwriting commitment for the Term A Loan was 0.5% for the period of time between the effective date of the credit agreement and the initial borrowing of the Term A Loan, which was December 15, 2006. The underwriting commitment for the revolving facility varies between 0.25% to 0.5%, based upon the Company’s Consolidated Leverage Ratio. Our indebtedness under the credit agreement 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 those subsidiaries. Our credit agreement allows us to repurchase our own stock and make permitted acquisitions and dispositions subject to the terms and limitations of the facility.

Under the terms of the credit agreement, we are subject to a Maximum Consolidated Leverage Ratio, a Minimum Consolidated Interest Coverage Ratio, and a Minimum Consolidated Fixed Charge Coverage Ratio, as well as to negative covenants customary for facilities of this type. The Maximum Consolidated Leverage Ratio was 6.75:1.00 at December 31, 2008. The ratio will decrease to 6.50:1.00 at April 1, 2009 and will be 6.00:1.00 at December 31, 2009. Over the remaining four-year period, the Maximum Consolidated Leverage Ratio will decrease to 4.50:1.00. The Minimum Consolidated Interest Coverage Ratio was 1.75:1.00 at December 31, 2008 and increases to 2.00:1.00 in October 2009, at which point such leverage remains throughout the remaining life of the credit agreement. We must maintain a Minimum Consolidated Fixed Charge Coverage Ratio of 1.10:1.00 throughout the entire term of the credit agreement.

We have three LIBOR-based interest rate swap agreements on our Term B Loan, which effectively convert approximately $109.2 million from variable-rate to fixed-rate debt. The swap agreements became effective on December 6, 2006 and expire December 31, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.72%, plus applicable margin. In addition, we also have two LIBOR-based interest rate swap agreements on our Term A Loan, which effectively convert approximately $46.0 million from variable-rate to fixed-rate debt. The swap agreements became effective on December 15, 2006 and expire December 15, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.83%, plus applicable margin.

At December 31, 2008, we had borrowings under the credit agreement of approximately $185.1 million, comprised of approximately $109.2 million under our Term B Loan, a $46.0 million Term A Loan, $29.9 million of revolver borrowings, and available borrowings of approximately $45.0 million, subject to the terms and conditions of the facility. Subsequent to December 31, 2008, we borrowed approximately $9.5 million under the revolving portion of our credit agreement, leaving available borrowings of approximately $35.5 million. Borrowings under the credit agreement bore interest at an average rate of 3.44% and 7.01% at December 31, 2008 and December 31, 2007, respectively. Our weighted-average interest rate for the year ended December 31, 2008 and December 31, 2007 was 5.62% and 7.49%, respectively. We are required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the credit agreement. The underwriting commitment varies between 0.25% and 0.50% depending upon the amount of the credit agreement utilized.

- 53 -

Uses of Funds

In 2008, we utilized our sources of cash primarily to repay borrowings under our credit agreement and fund capital expenditures.

- 55 -

Cash flows used in financing activities were approximately $21.3 million in 2008 compared to approximately $8.8 million in 2007. The change in financing activities primarily reflects the pay down of debt in 2008 with proceeds from the sale of radio stations.

We funded capital expenditures of approximately $2.4 million in 2008 compared to approximately $3.1 million in 2007. Maintenance capital expenditures, excluding HD technology expenditures, were approximately $1.1 million in 2008 compared to $2.1 million in 2007. We incurred expenditures of approximately $0.1 million related to the conversion of one AM radio station to HD technology in early 2009, compared to $1.0 million related to the conversion of nine of our FM radio stations to HD technology in 2007. We also incurred approximately $1.2 million in 2008 related to our Evansville, Indiana consolidation project, where we built an operating facility with sufficient space to accommodate all of our Evansville radio stations, which were originally purchased from two separate sellers. ~~We expect 2009 capital expenditures to be approximately $2.0 million in total for~~ ~~maintenance capital expenditures and HD conversions.~~

2007 Sources and Uses of Funds

Sources of Funds

In 2007, our sources of cash, derived primarily from a combination of cash provided by operating activities and borrowings under our credit agreement were used to fund various investing and financing transactions totaling approximately $22.2 million.

Net cash provided by operating activities increased approximately 8.1% in 2007 to approximately $13.6 million, compared to $12.6 million in 2006. The $1.0 million increase was due primarily to increased station operating income, net of increased interest charges as a result of an increase in interest rates and outstanding balances.

At December 31, 2007, we had borrowings under the credit agreement of approximately $206.4 million, comprised of approximately $113.9 million under our Term B Loan, a $50.0 million Term A Loan, $42.5 million of revolver borrowings, and available borrowings of approximately $32.4 million, subject to the terms and conditions of the facility. Borrowings under the credit agreement bore interest at an average rate of 7.01% and 6.81% at December 31, 2007 and December 31, 2006, respectively. Our weighted-average interest rate for the year ended December 31, 2007 and December 31, 2006 was 7.49% and 6.29%, respectively.

Uses of Funds

In 2007, we utilized our sources of cash primarily to repay borrowings under our credit agreement, acquire a radio station, and fund capital expenditures.

Net cash used in investing activities was approximately $7.6 million in 2007, compared to $119.7 million in 2006. Cash flows used to invest in radio properties were approximately $4.6 million in 2007, compared to cash flows used to invest in radio properties of approximately $137.8 million in 2006. The 2007 activity included the Albany station transaction and the 2006 activity included the Buffalo transaction for $125.0 million and the Peoria transaction for approximately $11.8 million, plus transactional costs.

- 56 -

Cash flows used by financing activities were approximately $8.8 million in 2007, compared to cash flows provided by financing activities of approximately $110.5 million in 2006. The change in financing activities primarily reflects the pay down of debt in 2007, compared to increased borrowings for the acquisition of radio stations in 2006. Additionally, in 2006, we repurchased approximately 3.6 million shares of Regent common stock for approximately $17.2 million in cash.

We funded capital expenditures of approximately $3.1 million in 2007 compared to $2.8 million in 2006. Maintenance capital expenditures, excluding HD technology expenditures, were approximately $2.1 million in 2007 compared to approximately $1.8 million in 2006. We had expenditures of approximately $1.0 million related to the conversion of nine of our FM radio stations to HD technology in 2007 compared to $1.0 million in 2006.

Off-Balance Sheet Financing Arrangements

OnWe ~~June 15,~~do ~~2008,~~not ~~140,000~~have ~~warrants~~off-balance ~~entitling~~sheet ~~holders~~arrangements to(as ~~purchase~~that ~~shares~~term ofis ~~Regent’s~~defined ~~common~~in Item 303(a)(4)(ii) ~~stock~~of atRegulation S-K) athat ~~price~~have ofor ~~$5.00~~are ~~per~~reasonably ~~share,~~likely ~~expired~~to ~~unexercised.~~have ~~These~~a ~~warrants~~current ~~were~~or ~~previously~~future ~~issued~~effect inon our ~~1998~~financial incondition, ~~connection~~revenues ~~with~~or ~~the~~expenses, ~~Series A~~results of operations, Bliquidity, ~~and~~capital Fexpenditures or ~~convertible~~capital ~~preferred stock~~resources.

We have no other off-balance sheet financing arrangements with related or unrelated parties and no unconsolidated subsidiaries.

Effect of Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Account Principles — a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement was incorporated into Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” under the new FASB codification (“Codification”) which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. We adopted this standard during the third quarter of 2009. We have included the references to the Codification, as appropriate, in these consolidated financial statements. Adoption of this statement did not have an impact on our consolidated results of operations, cash flows or financial condition.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. SFAS 160 was incorporated into ASC 810, “Consolidation” (“ASC 810”) and requires companies to present minority interest separately within the equity section of the balance sheet. We adopted this statement as of January 1, 2009 and it had no impact on our consolidated results of operations, cash flows or financial condition.

- 54 -

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161was incorporated into ASC 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement became effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We adopted this statement on January 1, 2009 and the adoption had no impact on our results of operations, cash flows or financial condition. (See Note 13 — Fair Value of Financial Instruments.)

In May 2009, the FAB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was incorporated into ASC 855, “Subsequent Events” (“ASC 855”). This statement was effective for interim or annual reporting periods after June 15, 2009. ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. This statement became effective for our financial statements as of June 30, 2009.

In April 2008, the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Lives of Intangible Assets” (“FSP 142-3”. FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of an intangible asset. Under the new codification this interpretation was incorporated into two different ASCs, ASC 275, “Risks and Uncertainties’ (“ASC 275”) and ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). This interpretation was effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. We adopted the staff position on January 1, 2009, and it did not have a material impact on our consolidated results of operations, cash flows or financial condition.

In June 2009, the FASB issued SFAS No 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which amended the consolidation guidance for variable-interest entities in ASC 810, “Consolidations.” The amendments include: (1) the elimination of the exemption for qualifying special purpose entities (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2009. We will adopt the provisions of SFAS 167 on January 1, 2010 and are currently the impact this statement will have on our consolidated results of operations, cash flows and financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141R”), which was incorporated into ASC 805, “Business Combinations” (“ASC 805”). ASC 805 requires an acquirer to recognize all of the fair values of acquired assets, including goodwill, and assumed liabilities, with limited exceptions, even in instances where the acquirer has not acquired 100% of its target. ASC 805 also requires that contingent consideration be measured at fair value at that acquisition date and included on that basis in the purchase price consideration. Under ASC 805, transaction costs would be expensed as incurred. ASC 805 amends ASC 740-10 “Income Taxes” (“ASC 740”) to require the acquiring entity to recognize changes in the amount of its deferred tax benefits that are recognizable due to a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, based upon the circumstances. ASC 805 is effective for fiscal years beginning after December 15, 2008. We adopted this statement on January 1, 2009, with no effect on our consolidated results of operations, cash flows or financial position.

- 55 -

In February 2009, the FASB issued SFAS No. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies,” which allows an exception to the recognition and fair value measurement principles of ASC 805. This exception requires that acquired contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. This statement update was effective for us as of January 1, 2009 for all business combinations that closed on or after January 1, 2009, and it did not have an impact on our consolidated results of operations, cash flows or financial position.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). Under the new FASB Codification, this FSSP was incorporated into ASC 260, “Earnings Per Share” (“ASC 260”). ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in current accounting guidance. Under the guidance in ASC 260, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. ASC 260 was effective on January 1, 2009 and prior-period earnings per share data were adjusted retrospectively. (See Note 7, “Earnings Per Share.”)

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

WeA ~~are~~smaller ~~exposed~~reporting tocompany, ~~the impact of interest rate changes~~ as ~~borrowings~~defined ~~under~~by ~~our credit agreement bear interest at variable interest rates~~Rule 229.10(f)(1), It is ~~our~~not ~~policy~~required to ~~enter~~provide ~~into interest rate transactions only to~~ the ~~extent considered necessary to meet our objectives. Under the terms of our current~~ ~~credit~~information ~~agreement, we were~~ required to enter into within 180 days of the effective date of the credit agreement and maintain for a two-year period after becoming effective, an interest rate protection agreement, providing interest rate protection for a minimum of one-half of the aggregate outstanding borrowings under the Term B Loan. In December 2006, we entered into five LIBOR-based forward interest rate swap agreements, which effectively converted $165.0 million of our variable-rate debt outstanding at that date under the credit agreement to a fixed rate. The swap agreements became effective in December 2006 and expire in December 2011. Under these agreements, payments are made based on fixed rates of between 4.72% and 4.83%, plus applicable margin. Based on our exposure to variable rate borrowings at December 31, 2008, a one percent change in the weighted average interest rate would change our annual interest expense by ~~approximately~~this ~~$300,000~~Item.

- 5756 -

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Regent Communications, Inc.
Index to Financial Statements

	Page
Financial Statements:
Management’s Report on Internal Control Over Financial Reporting		5958
Report of Independent Registered Public Accounting Firm		6159
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2008, 2007 and 2006		62
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		60
Consolidated Balance Sheets at December 31, 2008 and 2007		63
Consolidated Balance Sheets at December 31, 2009 and 2008		61
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006		64
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		62
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2008, 2007 and 2006		65
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2009, 2008 and 2007		63
Notes to Consolidated Financial Statements		6664
Financial Statement Schedule:
For each of the three years in the period ended December 31, 2008:
For each of the three years in the period ended December 31, 2009:
II — Valuation and Qualifying Accounts		9697

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements and notes thereto.

- 58 57 -

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~Regent~~Townsquare Media’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, ~~Regent~~Townsquare Media’s Chief Executive Officer and Chief Financial Officer, and effected by our management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, ~~Regent~~Townsquare Media has assessed as of December 31, ~~2008~~2009, the effectiveness of its internal control over financial reporting. This assessment was based on criteria established in the framework in Internal Control — Integrated Framework issued by ~~the~~ the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2008~~2009, the end of our fiscal year.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report regarding internal control over financial reporting was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K. In addition, this report by management regarding internal control over financial reporting is specifically not incorporated by reference into this Annual Report on Form 10-K or into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

-May 14, ~~59 -~~2010


/s/ Steven Price Steven Price, Chief Executive Officer

/s/ Stuart Rosenstein Stuart Rosenstein, Chief Financial Officer

- 58 -

March 31, 2009

/s/ William L. Stakelin William L. Stakelin, Chief Executive Officer

/s/ Anthony A. Vasconcellos Anthony A. Vasconcellos, Chief Financial Officer

- 60 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of ~~Regent~~Townsquare ~~Communications~~Media, Inc.:

We have audited the accompanying consolidated balance sheets of ~~Regent~~Townsquare ~~Communications~~Media, Inc. and subsidiaries (formerly known as Regent Communications, Inc.) (the “Company”) as of December 31, 2009 ~~2008~~ and ~~2007~~2008, and the related consolidated statements of operations ~~and comprehensive loss~~, stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended December 31, ~~2008~~2009. Our audits also included the financial statement schedule listed in the accompanying index at Item 8. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2008~~2009 and ~~2007~~2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2008~~2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

~~The accompanying consolidated financial statements for the year ended December 31, 2008, have been prepared assuming that the Company will continue as a going concern.~~ As discussed in Note 1 to the consolidated financial statements, ~~the~~on ~~uncertainty~~March 1, ~~surrounding~~2010, the Company’s filed ~~ability~~voluntary topetitions ~~remain compliant~~for ~~with~~relief ~~certain~~under ~~debt~~Chapter 11 ~~covenants~~of ~~throughout~~the ~~2009~~United ~~and~~States Bankruptcy Code in the ~~possibility~~United ~~that~~States ~~payment~~Bankruptcy ofCourt for the ~~debt~~District ~~will~~of beDelaware. ~~accelerated~~On ~~raises~~April 27, ~~substantial~~2010 ~~doubt~~(the ~~about~~“Effective Date”), ~~its~~the ~~ability~~Company ~~to continue~~consummated asthe areorganization ~~going~~contemplated ~~concern.~~by ~~Management’s~~the ~~plans~~joint ~~concerning~~plan ~~this~~of ~~matter~~reorganization and ~~are~~emerged ~~also~~from ~~discussed~~Chapter 11 inbankruptcy ~~Note~~proceedings. ~~1 to~~On the ~~consolidated~~Effective ~~financial~~Date, ~~statements.~~the ~~The~~Company ~~consolidated~~entered ~~financial~~into a ~~statements~~number doof ~~not~~related ~~include~~transactions ~~any adjustments~~and ~~that~~agreements ~~might~~pursuant ~~result~~to ~~from~~ the ~~outcome~~joint plan of ~~this uncertainty~~reorganization.

As discussed in Note 89 to the consolidated financial statements, the Company adopted the provisions of ~~Financial~~ASC ~~Accounting~~740, ~~Standards~~Income ~~Board~~Taxes (formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109), effective January 1, 2007.

/s/ Deloitte & Touche LLP Cincinnati, Ohio May 14, 2010

~~Cincinnati, Ohio March~~- ~~31, 2009~~59 -

- 61 -

REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS ~~AND COMPREHENSIVE LOSS~~

(In thousands, except per share amounts)

	YEAR ENDED DECEMBER 31,
	2008			2007			2006
	2009			2008			2007
Broadcast revenues, net of agency commissions of $10,044, $10,291 and $8,924 for the years ended December 31, 2008, 2007 and 2006, respectively	$	96,340		$	97,912		$	82,706
Broadcast revenues, net of agency commissions of $8,339, $10,044 and $10,291 for the years ended December 31, 2009, 2008 and 2007, respectively	$	84,141		$	96,340		$	97,912
Station operating expenses		6157,~~358~~272			6361,~~064~~358			5563,~~348~~064
Depreciation and amortization		43,~~157~~804			4,~~982~~157			4,~~994~~982
Corporate general and administrative expenses		69,~~876~~085			76,~~296~~876			67,~~743~~296
Activist defense costs		—			~~599~~—			—599
Impairment of indefinite-lived intangible assets and goodwill		6744,~~522~~620			~~163~~67,~~600~~522			43163,~~698~~600
Local marketing agreement fee		—			—			1,716
Gain on sale of radio stations		—			(507	)		—
(Gain) loss on sale of radio stations		(507	)		—			1,585
Loss on sale of long-lived assets and other		46			267			52
Loss on sale of long-lived assets and other		267			52			87
Operating loss		(30,686	)		(43,333	)		(141,681	)
Operating loss		(43,333	)		(141,681	)		(31,465	)
Interest expense		(10,283	)		(11,818	)		(16,757	)
Interest expense		(11,818	)		(16,757	)		(7,503	)
Realized and unrealized (loss) gain on derivatives		(2,936	)		(8,717	)		(5,155	)
Realized and unrealized (loss) gain on derivatives		(8,717	)		(5,155	)		1,770
Impairment of note receivable and other, net		135			(1,145	)		162
Impairment of note receivable and other, net		(1,145	)		162			242
Loss from continuing operations before income taxes		(43,770	)		(65,013	)		(163,431	)
Loss from continuing operations before income taxes		(65,013	)		(163,431	)		(36,956	)
Income tax (expense) benefit		(212	)		(54,389	)		60,561
Income tax (expense) benefit		(54,389	)		60,561			14,434
Loss from continuing operations		(43,982	)		(119,402	)		(102,870	)
Loss from continuing operations		(119,402	)		(102,870	)		(22,522	)
Discontinued operations:
Results from operations of discontinued operations, net of income taxes		7—			~~266~~7			~~(2,449~~266	)
Gain (loss) on sale of discontinued operations, net of income taxes		404			30			(1,625	)
Gain on sale of discontinued operations, net of income taxes		—			404			30
Gain (loss) on discontinued operations, net of income taxes		411			296			(4,074	)
Gain on discontinued operations, net of income taxes		—			411			296
NET LOSS	$	(~~118~~43,~~991~~982	)	$	(~~102~~118,~~574~~991	)	$	(26102,~~596~~574	)
Other comprehensive loss, net of tax:
Net unrealized loss on cash flow hedge		—			—			(94	)
NET COMPREHENSIVE LOSS	$	(118,991	)	$	(102,574	)	$	(26,690	)
BASIC AND DILUTED LOSS PER COMMON SHARE:
Loss from continuing operations	$	(31.0708	)	$	(23.6907	)	$	(02.5769	)
Discontinued operations		~~0.01~~—			0.01			(0.1001	)
Net loss	$	(31.0608	)	$	(23.6806	)	$	(02.6768	)
Weighted average number of common shares used in basic and diluted calculation		3840,~~872~~588			38,~~308~~872			3938,~~807~~308

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

- 62 60 -

REGENT COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	DECEMBER 31,
	2008			2007
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	19,~~094~~888		$	1,~~391~~094
Accounts receivable, net of allowance of $527 and $651 at December 31, 2008 and 2007, respectively		13,914			15,685
Restricted cash		300			—
Assets held for sale		156			6,429
Accounts receivable, net of allowance of $512 and $527 at December 31, 2009 and 2008, respectively		12,794			13,914
Other current assets		1,716			2,308
Assets held for sale		156			156
Total current assets		16,880			25,813
Other current assets		2,618			1,716
Property and equipment, net		32,651			34,554
Total current assets		25,756			16,880
Intangible assets, net		135,252			202,067
Property and equipment, net		29,538			32,651
Goodwill		18,392			19,272
Intangible assets, net		97,729			135,252
Deferred tax assets		—			53,774
Goodwill		11,172			18,392
Other assets		2,109			3,770
Deferred tax assets		—			—
Total assets	$	205,284		$	339,250
Other assets		1,692			2,109
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Total assets	$	165,887		$	205,284
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	~~185~~187,~~128~~730		$	3185,~~650~~128
Accounts payable		1,~~329~~386			1,~~495~~329
Accrued compensation		~~1,399~~967			1,~~765~~399
Other current liabilities		416,~~010~~686			54,~~265~~010
Total current liabilities		~~191~~206,~~866~~769			12191,~~175~~866
Long-term debt, less current portion		—			~~202,700~~—
Other long-term liabilities		132,~~544~~436			613,~~761~~544
Total liabilities		~~205~~209,~~410~~205			~~221~~205,~~636~~410
Commitments and Contingencies (Note 13)
Commitments and Contingencies (Note 14)
Stockholders’ (deficit) equity:
Stockholders’ deficit:
Common stock, $.01 par value, 100,000,000 shares authorized; 49,151,642 and 48,615,192 shares issued at December 31, 2008 and 2007, respectively		492			486
Common stock, $.01 par value, 100,000,000 shares authorized; 50,082,342 and 49,151,642 shares issued at December 31, 2009 and 2008, respectively		501			492
Treasury stock, 9,169,465 and 9,745,095 shares, at cost at December 31, 2008 and 2007, respectively		(49,203	)		(51,970	)
Treasury stock, 7,774,163 and 9,169,465 shares, at cost at December 31, 2009 and 2008, respectively		(40,780	)		(49,203	)
Additional paid-in capital		~~346~~339,~~973~~331			~~348~~346,~~495~~973
Accumulated deficit		(~~298~~342,~~388~~370	)		(~~179~~298,~~397~~388	)
Total stockholders’ (deficit) equity		(126	)		117,614
Total stockholders’ deficit		(43,318	)		(126	)
Total liabilities and stockholders’ (deficit) equity	$	205,284		$	339,250
Total liabilities and stockholders’ deficit	$	165,887		$	205,284

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

- 63 61 -

REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	YEAR ENDED DECEMBER 31,
	2008			2007			2006
	2009			2008			2007
Cash flows from operating activities:
Net loss	$	(~~118~~43,~~991~~982	)	$	(~~102~~118,~~574~~991	)	$	(26102,~~596~~574	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of indefinite-lived intangible assets and goodwill		6744,~~522~~620			~~163~~67,~~600~~522			48163,~~398~~600
Depreciation and amortization		43,~~157~~804			54,~~073~~157			5,~~349~~073
Provision for doubtful accounts		~~446~~694			~~286~~446			~~632~~286
Deferred income tax expense (benefit)		~~54,326~~—			~~(60~~54,~~590~~326	)		(1460,~~572~~590	)
Write-off of unamortized deferred finance costs		—			—			742
Non-cash interest expense		465			582			556
Non-cash interest expense		582			556			348
Non-cash charge for compensation		690			1,155			1,124
Non-cash charge for compensation		1,155			1,124			819
Unrealized (gain) loss on derivatives		(3,190	)		6,540			6,150
Unrealized loss (gain) on derivatives		6,540			6,150			(1,710	)
Gain on sale of radio stations, net		—			(1,155	)		(49	)
(Gain) loss on sale of radio stations, net		(1,155	)		(49	)		1,791
(Gain) loss on sale of long-lived assets		(87	)		179			52
Loss on sale of long-lived assets		179			52			86
Impairment of note receivable and other, net		39			996			(105	)
Impairment of note receivable and other, net		996			(105	)		44
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		~~1,380~~448			~~458~~1,380			~~(4,000~~458	)
Other assets		21(1,001	)		~~(309~~21	)		(98309	)
Current and long-term liabilities		(14,~~772~~512	)		(601,772	)		~~1,354~~(60	)
Net cash provided by operating activities		157,~~386~~012			1315,~~612~~386			1213,~~587~~612
Cash flows from investing activities:
Acquisitions of radio stations, acquisition-related costs, and escrow deposits on pending acquisitions, net of cash acquired		—			~~(4,630~~—	)		(~~137~~4,~~798~~630	)
Capital expenditures		(~~2,375~~645	)		(32,~~064~~375	)		(23,~~787~~064	)
Proceeds from the sale of radio stations		~~7,888~~—			—7,888			~~20,875~~—
Proceeds from sale of long-lived assets and other		136			67			11
Investment in restricted cash		(300	)		—			—
Net cash provided by (used in) investing activities		5,649			(7,627	)		(119,699	)
Proceeds from sale of long-lived assets and other		245			136			67
Net cash (used in) provided by investing activities		(700	)		5,649			(7,627	)
Cash flows from financing activities:
Proceeds from issuance of common stock		7110			~~165~~71			~~168~~165
Proceeds from borrowings of long-term debt		1013,~~000~~500			510,~~500~~000			~~258~~5,~~300~~500
Principal payments on long-term debt		(3110,~~222~~898	)		(1431,~~150~~222	)		(~~127~~14,~~750~~150	)
Payment of financing costs		—			~~(175~~—	)		(~~2,906~~175	)
Treasury stock purchases		(6816	)		(8468	)		(~~17,194~~84	)
Repayment of capital lease obligations		(~~113~~114	)		(~~100~~113	)		(~~102~~100	)
Net cash (used in) provided by financing activities		(21,332	)		(8,844	)		110,516
Net cash provided by (used in) financing activities		2,482			(21,332	)		(8,844	)
Net (decrease) increase in cash and cash equivalents		(297	)		(2,859	)		3,404
Net increase (decrease) in cash and cash equivalents		8,794			(297	)		(2,859	)
Cash and cash equivalents at beginning of year		1,~~391~~094			41,~~250~~391			~~846~~4,250
Cash and cash equivalents at end of year	$	19,~~094~~888		$	1,~~391~~094		$	41,~~250~~391
Supplemental schedule of non-cash investing and financing activities:
Capital lease obligations for property and equipment	$	61129		$	~~221~~61		$	~~108~~221
Note receivable for sale of radio stations	$	—		$	—		$	925
Accrued capital expenditures	$	0		$	37		$	108
Accrued capital expenditures	$	37		$	108		$	49
Supplemental data:
Cash paid for interest	$	116,~~542~~892		$	1611,~~646~~542		$	616,~~103~~646
Cash paid for income taxes	$	~~124~~238		$	~~184~~124		$	~~103~~184

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

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REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(In thousands, except share amounts)

												Accumulated			Total
						Additional						Other			Stockholders’
	Common		Treasury			Paid-In			Accumulated			Comprehensive			(Deficit)
	Stock		Stock			Capital			Deficit			Loss			Equity
Balance, December 31, 2005	$	481	$	(36,774	)	$	348,401		$	(50,146	)	$	94		$	262,056
Balance, December 31, 2006	$	483	$	(53,099	)	$	348,518		$	(76,742	)	$	—		$	219,160
Issuance of 258,300 nonvested shares, net of forfeitures		2		—			310			—			—			312
Issuance of 113,819 shares of treasury stock for 401(k) match		—		604			(129	)		—			—			475
Issuance of 48,837 shares of treasury stock for employee stock purchase plan		—		265			(97	)		—			—			168
Purchase of 3,640,113 shares of treasury stock		—		(17,194	)		—			—			—			(17,194	)
Stock-based compensation expense related to employee stock purchase plan		—		—			33			—			—			33
Net loss		—		—			—			(26,596	)		—			(26,596	)
Other comprehensive loss, net of tax		—		—			—			—			(94	)		(94	)
Balance, December 31, 2006		483		(53,099	)		348,518			(76,742	)		—			219,160
Cumulative effect of FIN 48 adoption		—		—			—			(81	)		—			(81	)
Issuance of 270,900 nonvested shares, net of forfeitures		3		—			(3	)		—			—			—
Amortization of nonvested shares		—		—			508			—			—			508
Issuance of 160,449 shares of treasury stock for 401(k) match		—		826			(336	)		—			—			490
Issuance of 76,443 shares of treasury stock for employee stock purchase plan		—		387			(222	)		—			—			165
Purchase of 28,771 shares of treasury stock		—		(84	)		—			—			—			(84	)
Stock-based compensation expense related to employee stock purchase plan		—		—			30			—			—			30
Net loss		—		—			—			(102,574	)		—			(102,574	)
Balance, December 31, 2007		486		(51,970	)		348,495			(179,397	)		—			117,614
Issuance of 536,450 nonvested shares, net of forfeitures		6		—			(6	)		—			—			—
Stock bonus award (54,923 shares)		—		258			(183	)		—			—			75
Amortization of nonvested shares		—		—			641			—			—			641
Issuance of 491,827 shares of treasury stock for 401(k) match		—		2,218			(1,707	)		—			—			511
Issuance of 78,506 shares of treasury stock for employee stock purchase plan		—		359			(288	)		—			—			71
Purchase of 49,626 shares of treasury stock		—		(68	)		—			—			—			(68	)
Stock-based compensation expense related to employee stock purchase plan		—		—			21			—			—			21
Net loss		—		—			—			(118,991	)		—			(118,991	)
Balance, December 31, 2008	$	492	$	(49,203	)	$	346,973		$	(298,388	)	$	—		$	(126	)
Issuance of 930,700 nonvested shares, net of forfeitures		9		—			(9	)		—			—			—
Amortization of nonvested shares		—		—			667			—			—			667
Issuance of 1,361,013 shares of treasury stock for 401(k) match		—		7,739			(7,610	)		—			—			129
Issuance of 126,213 shares of treasury stock for employee stock purchase plan		—		700			(690	)		—			—			10
Purchase of 91,924 shares of treasury stock		—		(16	)		—			—			—			(16	)
Net loss		—		—			—			(43,982	)		—			(43,982	)
Balance, December 31, 2009	$	501	$	(40,780	)	$	339,331		$	(342,370	)	$	—		$	(43,318	)

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

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REGENT COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ~~BASIS~~SUBSEQUENT OFEVENT ~~PRESENTATION~~— ~~AND~~CHAPTER ~~SUMMARY~~11 ~~OF ACCOUNTING POLICIES~~REORGANIZATION

	a.		CONSOLIDATION:
			The consolidated financial statements include the accounts of Regent Communications, Inc. (“Regent” or the “Company”) and its subsidiaries, all of which are wholly owned, and entities for which Regent is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Our consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates the continuity of operations and the realization of assets, liabilities and commitments in the normal course of business.
	b.		GOING CONCERN:
			The Company’s credit agreement contains certain financial and other covenants, which, among other things, require Regent to maintain specified financial ratios, and imposes certain limitations on the Company with respect to lines of business, mergers, investments and acquisitions, additional indebtedness, distributions, guarantees, liens and encumbrances. Indebtedness under the credit agreement is secured by a lien on substantially all of the Company’s assets and of the subsidiaries, by a pledge of the operating and license subsidiaries’ stock and by a guarantee of the subsidiaries. Regent’s ability to meet certain of these financial ratios has been affected by economic trends that have caused a general downturn in the advertising sector, including advertising on the Company’s radio stations. While the Company was in compliance with its financial ratios at December 31, 2008, it is likely that Regent will not be in compliance with certain of its financial ratios at March 31, 2009. If Regent is unable to meet its financial ratios, the lenders could require that payment of the outstanding debt under the credit agreement be accelerated. If this occurs, we may not be able to pay the amounts outstanding, which creates substantial doubt about our ability to continue as a going concern. Accordingly, the Report of Independent Registered Public Accounting Firm issued by the Company’s auditors contains an explanatory paragraph regarding this uncertainty. Under the terms of the credit agreement, any audit report containing going concern language constitutes a default under the agreement. As a result of this default, all debt outstanding under the credit agreement has been recorded as currently payable in the Company’s consolidated financial statements. In addition, a valuation allowance has been recorded on substantially all of the Company’s deferred tax assets, as the Company is unable to conclude that it is more likely than not that the assets will be realized, given the uncertainty in the Company’s ability to continue as a going concern. Regent’s management is currently in negotiations with the parties to the credit agreement to amend certain of the financial ratios and other covenants to regain compliance. While the ability of the Company to amend the agreement is not assured, management believes it will be successful in obtaining an amendment and will be able to regain compliance with the terms of the credit agreement. If Regent is unable to negotiate such an amendment, the Company’s lenders could proceed against any such available collateral.

On March 1, 2010 (the “Petition Date”), Regent Communications, Inc. (“Regent” or 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 the Effective Date, all outstanding shares of the Company’s common stock (approximately 42,311,471 shares on April 26, 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.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In conjunction with the change in ownership, the Company is required to divest two stations, KARS-FM in the Ft. Collins-Greeley, CO market, and KPEL-FM in the Lafayette, LA market, in order to comply with FCC ownership rules. We have filed 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.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

CONSOLIDATION:

The consolidated financial statements include the accounts of Regent Communications, Inc. and its subsidiaries, all of which are wholly owned, and entities for which Regent is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

DESCRIPTION OF BUSINESS:

Regent is a radio broadcasting company whose primary business is to acquire, develop, and operate radio stations in mid-sized markets throughout the United States. The Company owns radio stations in the following markets: Ft. Collins-Greeley, Colorado; Bloomington and Peoria, Illinois; Evansville, Indiana; Owensboro, Kentucky; Lafayette, Louisiana; Flint and Grand Rapids, Michigan; St. Cloud, Minnesota; Albany, Buffalo and Utica, New York; and El Paso, Texas.

USE OF ESTIMATES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS:

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.

PROPERTY AND EQUIPMENT:

Property and equipment are stated at cost. Major additions or improvements are capitalized, while repairs and maintenance are charged to expense. Property and equipment are depreciated on a straight-line basis over the estimated useful life of the assets. Buildings are depreciated over thirty-nine years, broadcasting equipment over a three-to-twenty-year life, computer equipment and software over a three-to-five year life, and furniture and fixtures generally over a ten-year life. Leasehold improvements are amortized over the shorter of their useful lives or the terms of the related leases. Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recognized as a component of operating loss in the Consolidated Statements of Operations.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

c. DESCRIPTION OF BUSINESS: Regent is a radio broadcasting company whose primary business is to acquire, develop, and operate radio stations in mid-sized markets throughout the United States. The Company owns radio stations in the following markets: Ft. Collins-Greeley, Colorado; Bloomington and Peoria, Illinois; Evansville, Indiana; Owensboro, Kentucky; Lafayette, Louisiana; Flint and Grand Rapids, Michigan; St. Cloud, Minnesota; Albany, Buffalo and Utica, New York; and El Paso, Texas. d. USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. e. CASH AND CASH EQUIVALENTS: Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. f. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost. Major additions or improvements are capitalized, while repairs and maintenance are charged to expense. Property and equipment are depreciated on a straight-line basis over the estimated useful life of the assets. Buildings are depreciated over thirty-nine years, broadcasting equipment over a three-to-twenty-year life, computer equipment and software over a three-to-five year life, and furniture and fixtures generally over a ten-year life. Leasehold improvements are amortized over the shorter of their useful lives or the terms of the related leases. Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recognized as a component of operating loss in the Consolidated Statements of Operations and Comprehensive Loss. g. GOODWILL AND OTHER INTANGIBLE ASSETS: Intangible assets consist principally of the value of Federal Communication Commissions (“FCC”) licenses and other definite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of net assets of acquired radio stations. The Company follows the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) (See Note 7), which requires that a company perform impairment testing annually, or more frequently if events or circumstances indicate that the asset may be impaired, using a direct valuation methodology for those assets determined to have an indefinite life. To test goodwill for potential impairment, the Company compares the fair value of the reporting unit with its carrying amount. Consistent with prior years, in 2008, the Company determined the reporting unit as a radio market. If the fair value of any reporting unit is less than its carrying amount, an

Intangible assets consist principally of the value of Federal Communication Commission (“FCC”) licenses and other definite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of net assets of acquired radio stations. The Company follows current accounting guidance (See Note 8), which requires that a company perform impairment testing annually, or more frequently if events or circumstances indicate that the asset may be impaired, using a direct valuation methodology for those assets determined to have an indefinite life. To test goodwill for potential impairment, the Company compares the fair value of the reporting unit with its carrying amount. Consistent with prior years, in 2009, the Company determined the reporting unit as a radio market. If the fair value of any reporting unit is less than its carrying amount, an indication exists that the amount of goodwill attributed to the reporting unit may be impaired and the Company is required to perform a second step of the impairment test. In the second step, the Company compares the implied fair value of each reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and liabilities, to the carrying amount of the reporting unit. If the fair value is less than the carrying value, the Company will record an impairment charge to operating expense up to the carrying value of the recorded goodwill.

The Company is also required to test its FCC licenses and other indefinite-lived intangible assets for impairment by comparing their estimated fair values to their carrying values. If the carrying amount of an intangible asset exceeds its fair value, an impairment charge is recorded to operating expense for the amount equal to the excess. The Company utilizes the greenfield methodology, a widely-used direct valuation methodology, to value its FCC licenses. This method assumes an inception value for FCC licenses and employs a discounted cash flow methodology and accepted appraisal techniques to estimate the fair value of each license.

Acquired advertising contracts are amortized on a straight-line basis over a six-month period. Intangible assets related to non-competition agreements, sports rights agreements, favorable leasehold interests and employment agreements are amortized on a straight-line basis over the life of the respective agreement or contract, while advertiser lists and advertiser relationships are amortized over a three-year period.

IMPAIRMENT OF LONG-LIVED ASSETS:

Long-lived assets (including property, equipment, and intangible assets subject to amortization) to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. If it were determined that the carrying amount of an asset was not recoverable, an impairment loss would be recorded for the difference between the carrying amount and the fair value of the asset. The Company determines the fair value of its long-lived assets based upon the market value of similar assets, if available, or independent appraisals, if necessary. Long-lived assets to be disposed of and/or held for sale are reported at the lower of carrying amount or fair value, less cost to sell. The fair value of assets held for sale is determined in the same manner as described for assets held and used.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

indication exists that the amount of goodwill attributed to the reporting unit may be impaired and the Company is required to perform a second step of the impairment test. In the second step, the Company compares the implied fair value of each reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and liabilities, to the carrying amount of the reporting unit. If the fair value is less than the carrying value, the Company will record an impairment charge to operating expense up to the carrying value of the recorded goodwill. SFAS 142 also requires the Company to test its FCC licenses and other indefinite-lived intangible assets for impairment by comparing their estimated fair values to their carrying values. If the carrying amount of an intangible asset exceeds its fair value, an impairment charge is recorded to operating expense for the amount equal to the excess. The Company utilizes the greenfield methodology, a widely-used direct valuation methodology, to value its FCC licenses. This method assumes an inception value for FCC licenses and employs a discounted cash flow methodology and accepted appraisal techniques to estimate the fair value of each license. Acquired advertising contracts are amortized on a straight-line basis over a six-month period. Intangible assets related to non-competition agreements, sports rights agreements, and employment agreements are amortized on a straight-line basis over the life of the respective agreement, while advertiser lists and advertiser relationships are amortized over a three-year period. h. IMPAIRMENT OF LONG-LIVED ASSETS: Long-lived assets (including property, equipment, and intangible assets subject to amortization) to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. If it were determined that the carrying amount of an asset was not recoverable, an impairment loss would be recorded for the difference between the carrying amount and the fair value of the asset. The Company determines the fair value of its long-lived assets based upon the market value of similar assets, if available, or independent appraisals, if necessary. Long-lived assets to be disposed of and/or held for sale are reported at the lower of carrying amount or fair value, less cost to sell. The fair value of assets held for sale is determined in the same manner as described for assets held and used. i. DEFERRED FINANCING COSTS: Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related debt. j. CONCENTRATIONS OF CREDIT RISK: Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The credit risk is limited due to the large number of customers comprising the Company’s customer base and their dispersion across several different geographic areas of the country. The Company also maintains cash in bank accounts at financial institutions where the balance, at times, exceeds federally insured limits.

Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related debt.

CONCENTRATIONS OF CREDIT RISK:

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The credit risk is limited due to the large number of customers comprising the Company’s customer base and their dispersion across several different geographic areas of the country. The Company also maintains cash in bank accounts at financial institutions where the balance, at times, exceeds federally insured limits.

REVENUE RECOGNITION:

Broadcast Revenue

Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast. Revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.

Barter Transactions

Barter transactions (advertising provided in exchange for goods and services) are reported at the estimated fair value of the products or services received. Revenue from barter transactions is recognized when advertisements are broadcast, and merchandise or services received are charged to expense when received or used. If merchandise or services are received prior to the broadcast of the advertising, a liability (deferred barter revenue) is recorded. If advertising is broadcast before the receipt of the goods or services, a receivable is recorded. Barter revenue was approximately $3.7 million, $3.6 million, and $3.6 million and barter expense was approximately $3.6 million, $3.5 million, and $3.5 million for the years ended December 31, 2009, 2008 and 2007 respectively.

Time Brokerage Agreements

At times, the Company enters into time brokerage agreements or local marketing agreements (together “TBAs”) in connection with the purchase or sale of radio stations. In most cases, a TBA is in effect from the signing of the acquisition agreement, or shortly thereafter, through the closing date of the purchase or sale. Generally, under the contractual terms of a TBA, the buyer agrees to furnish the programming content for and provide other services to the stations, and in return, receives the right to sell and broadcast advertising on the station and collect receipts for such advertising. During the period the Company operates stations under TBAs for the purchase of a station, Regent recognizes revenue and expense for such stations in the same manner as for owned stations, and includes such revenues and expenses related to such stations in operations since the effective dates of the TBAs. At December 31, 2009 and 2008, Regent had no ongoing TBAs.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	k.		REVENUE RECOGNITION:
			Broadcast Revenue
			Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast. Revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.
			Barter Transactions
			Barter transactions (advertising provided in exchange for goods and services) are reported at the estimated fair value of the products or services received. Revenue from barter transactions is recognized when advertisements are broadcast, and merchandise or services received are charged to expense when received or used. If merchandise or services are received prior to the broadcast of the advertising, a liability (deferred barter revenue) is recorded. If advertising is broadcast before the receipt of the goods or services, a receivable is recorded. Barter revenue was approximately $3.6 million, $3.6 million, and $3.1 million and barter expense was approximately $3.5 million, $3.5 million, and $3.2 million for the years ended December 31, 2008, 2007 and 2006 respectively.
			Time Brokerage Agreements
			At times, the Company enters into time brokerage agreements or local marketing agreements (together “TBAs”) in connection with the purchase or sale of radio stations. In most cases, a TBA is in effect from the signing of the acquisition agreement, or shortly thereafter, through the closing date of the purchase or sale. Generally, under the contractual terms of a TBA, the buyer agrees to furnish the programming content for and provide other services to the stations, and in return, receives the right to sell and broadcast advertising on the station and collect receipts for such advertising. During the period the Company operates stations under TBAs for the purchase of a station, Regent recognizes revenue and expense for such stations in the same manner as for owned stations, and includes such revenues and expenses related to such stations in operations since the effective dates of the TBAs. At December 31, 2008, Regent had no ongoing TBAs. At December 31, 2007, one station held for sale by Regent was operated under a TBA by the purchaser to the agreement.
	l.		FAIR VALUE OF FINANCIAL INSTRUMENTS:
			Short-Term Instruments
			Due to their short-term maturity, the carrying amount of accounts receivable, accounts payable and accrued expenses approximated their fair value at December 31, 2008 and 2007.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

Short-Term Instruments

Due to their short-term maturity, the carrying amount of accounts receivable, accounts payable and accrued expenses approximated their fair value at December 31, 2009 and 2008.

Investments in Debt Securities

In connection with Regent’s 2006 sale of three radio stations in Peoria, Illinois, the Company received a note receivable for $925,000 of the $2.8 million purchase price. In accordance with current accounting guidance, and based on the Company’s intent and ability to hold the investment to maturity, Regent has classified the debt security as held-to-maturity and accounts for the investment at cost. Additionally, the Company routinely assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other than temporary are recorded as a component of expense in the Consolidated Statements of Operations. During 2008, the Company determined that an other-than-temporary impairment loss on the investment had occurred due to changing market conditions potentially affecting the collectibility of the note. Accordingly, the Company recorded an impairment loss for approximately $1.0 million, which amount included interest accrued through September 30, 2008. No interest has been accrued subsequent to September 30, 2008.

Investments in Equity Securities

The Company has classified its investments in marketable equity securities, primarily mutual funds, as trading securities, which are reported at fair value, with changes in fair value recorded in consolidated net loss. The fair value of marketable securities is based on quoted market prices for those securities. The marketable securities are included in other current assets.

Long-Term Debt

The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of the same remaining maturities. Based on borrowing rates currently available, the fair value of long-term debt approximated 78% of its carrying value at December 31, 2009. At December 31, 2008, fair value of the long-term debt approximated its carrying value.

Interest Rate Swaps

At times, the Company enters into interest rate swap agreements to manage its exposure to interest rate movements by effectively converting a portion of its debt from variable to fixed rates. The Company follows current accounting guidance, which requires that all derivative financial instruments, such as interest rate swap agreements, be recognized in the financial statements as assets or liabilities and be measured at fair value. Because the Company has not designated the interest rate swap agreements as hedging instruments in 2009 or 2008, 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.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Investments in Debt Securities In connection with Regent’s 2006 sale of three radio stations in Peoria, Illinois, the Company received a note receivable for $925,000 of the $2~~l.8 ~~million~~INCOME purchase price. In accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (“SFAS 115”) and based on the Company’s intent and ability to hold the investment to maturity, Regent has classified the debt security as held-to-maturity and accounts for the investment at cost. Additionally, the Company routinely assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other than temporary are recorded as a component of expense in the Consolidated Statements of Operations and Comprehensive Loss. During the third quarter of 2008, the Company determined that an other-than-temporary impairment loss on the investment had occurred due to changing market conditions potentially affecting the collectibility of the note. Accordingly, the Company has recorded an impairment loss for approximately $1.0 million, which amount includes interest accrued through September 30, 2008. No interest has been accrued subsequent to September 30, 2008. Investments in Equity Securities Regent accounts for its investments in equity securities in accordance with the provisions of SFAS 115. The Company has classified its investments in marketable equity securities, primarily mutual funds, as trading securities, which are reported at fair value, with changes in fair value recorded in consolidated net loss. The fair value of marketable securities is based on quoted market prices for those securities. The marketable securities are included in other current assets. Long-Term Debt The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of the same remaining maturities. Based on borrowing rates currently available, the fair value of long-term debt approximates its carrying value at December 31, 2008 and 2007. Interest Rate Swaps At times, the Company enters into interest rate swap agreements to manage its exposure to interest rate movements by effectively converting a portion of its debt from variable to fixed rates. The Company follows the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), as amended, which requires that all derivative financial instruments, such as interest rate swap agreements, be recognized in the financial statements as assets or liabilities and be measured at fair value. Because the Company has not designated the interest rate swap agreements as hedging instruments in 2008 or 2007, revaluation gains and losses associated with changes in the fair value measurement of the swap are recorded within realized and unrealized (loss) gain on derivatives in the Consolidated Statements of Operations and Comprehensive Loss.TAXES:

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.

ADVERTISING AND PROMOTION COSTS:

Costs of media advertising and associated production costs are expensed to station operating expenses the first time the advertising takes place. The Company recorded advertising expenses of approximately $1.1 million, $1.3 million, and $2.2 million for the years ended December 31, 2009, 2008, and 2007, respectively.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:

The Company’s trade accounts receivable are generally non-interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance is calculated based on a percentage of cash revenue, and includes a provision for known issues. Customer account activity is routinely reviewed to assess the adequacy of the allowance provided for potential losses. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

VARIABLE INTEREST ENTITIES:

Under current accounting guidance, the Company is required to consolidate the operations of entities for which it is the primary beneficiary, and deconsolidate those entities for which it is no longer the primary beneficiary. The Company may be required to consolidate the operations of stations it operates as a lessee under time brokerage or local marketing agreements, or deconsolidate those stations it leases to other broadcasting entities under time brokerage or local marketing agreements. At December 31, 2009 and 2008, the Company was involved in no transactions that would constitute variable interest entity transactions.

STOCK-BASED COMPENSATION PLANS:

Under current accounting guidance, companies are required to record compensation expense for share-based payment transactions. At December 31, 2009, the Company had four stock-based employee compensation plans, which are more fully described in Note 6.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

m. INCOME TAXES: Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. n. ADVERTISING AND PROMOTION COSTS: Costs of media advertising and associated production costs are expensed to station operating expenses the first time the advertising takes place. The Company recorded advertising expenses of approximately $1.3 million, $2.2 million, and $1.8 million for the years ended December 31, 2008, 2007, and 2006, respectively. o. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS: The Company’s trade accounts receivable are generally non-interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance is calculated based on a percentage of cash revenue, and includes a provision for known issues. Customer account activity is routinely reviewed to assess the adequacy of the allowance provided for potential losses. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. p. VARIABLE INTEREST ENTITIES: The Company follows the provisions of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46R”), as revised. Under the provisions of FIN 46R, the Company is required to consolidate the operations of entities for which it is the primary beneficiary, and deconsolidate those entities for which it is no longer the primary beneficiary. The Company may be required to consolidate the operations of stations it operates as a lessee under time brokerage or local marketing agreements, or deconsolidate those stations it leases to other broadcasting entities under time brokerage or local marketing agreements. At December 31, 2008 and 2007, the Company was involved in no transactions that would constitute variable interest entity transactions. q. ~~STOCK-BASED~~DISCONTINUED ~~COMPENSATION PLANS~~OPERATIONS: InDisposal ~~January 2006, the Company implemented the provisions~~ of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123R”). SFAS 123R is applicable to share-based compensation arrangements, including stock options, restricted share plans, performance-based awards, stock appreciation rights, and employee stock purchase plans. Under the provisions of SFAS 123R, companies are required to record compensation expense for share-based payment transactions. At December 31, 2008, the Company had five stock-based employee compensation plans, which are more fully described in Note 5.Markets

On February 1, 2008, the Company completed the disposition of its Watertown, New York radio stations. Regent applied current accounting guidance to the transaction, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The Company’s policy is to allocate a portion of interest expense to discontinued operations, based upon current accounting guidance. As there was no debt required to be repaid as a result of the disposal, nor was there any debt assumed by the buyers, interest expense was allocated to discontinued operations in proportion to the net assets disposed of to total net assets of the Company.

Selected financial information related to all discontinued operations for the years ended December 31, 2008 and 2007 is as follows (in thousands):


	2008		2007

Net revenue	$	182	$	2,410

Depreciation and amortization		—		91

Allocated interest expense		15		145

Gain before income taxes		649		484

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	r.		DISCONTINUED OPERATIONS:
			Disposal of Markets
			On February 1, 2008, the Company completed the disposition of its Watertown, New York radio stations. During 2006, the Company disposed of its Chico and Redding, California markets. Regent applied the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” (“SFAS 144”), to the transactions, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The Company’s policy is to allocate a portion of interest expense to discontinued operations, based upon guidance in EITF 87-24, “Allocation of Interest to Discontinued Operations,” as updated by SFAS 144. As there was no debt required to be repaid as a result of these disposals, nor was there any debt assumed by the buyers, interest expense was allocated to discontinued operations in proportion to the net assets disposed of to total net assets of the Company.
			Selected financial information related to all discontinued operations for the years ended December 31, 2008, 2007, and 2006 is as follows (in thousands):

Assets held for sale

	2008		2007		2006
Net revenue	$	182	$	2,410	$	8,292
Depreciation and amortization		—		91		356
Allocated interest expense		15		145		367
Gain (loss) before income taxes		649		484		(4,109	)

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria of current accounting guidance. Regent measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Assets held for sale at December 31, 2009 and 2008 were comprised of Regent’s former studio location in Evansville, Indiana. The assets held for sale include approximately $43,000 of land and land improvements and approximately $153,000 of building and building improvements, offset by accumulated depreciation of approximately $20,000. Based upon its assessment of the fair market value of the assets at December 31, 2008, Regent reduced the carrying value of the assets by $20,000. The reduction was allocated among the assets on a pro rata basis. major categories of these assets were as follows (in thousands):

At December 31, 2007, the pending disposals of one station each of the Albany and Buffalo, New York markets did not meet the criteria for the reclassification of operating results to discontinued operations, due to the migration of cash flows from the disposed stations to other Regent-owned stations. Therefore the results for these radio stations remained classified in income from continuing operations in 2007. Assets held for sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria of paragraph 30 of SFAS 144. Regent measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Assets held for sale at December 31, 2008 was comprised of Regent’s former studio location in Evansville, Indiana. The assets held for sale include approximately $43,000 of land and land improvements and approximately $153,000 of building and building improvements, offset by accumulated depreciation of approximately $20,000. Based upon its assessment of the fair market value of the assets at December 31, 2008, Regent reduced the carrying value of the assets by $20,000. The reduction was allocated among the assets on a pro rata basis. At December 31, 2007, Regent had classified as assets held for sale fixed and intangible assets


	December 31, 2009			December 31, 2008
Land and improvements	$	39		$	39
Building and improvements		137			137
Equipment		—			—
FCC licenses		—			—
Goodwill		—			—

		176			176
Accumulated depreciation		(20	)		(20	)

	$	156		$	156

BUSINESS SEGMENTS:

The Company has 13 distinct operating segments. These segments meet the criteria for aggregation under current accounting guidance, and therefore the Company has aggregated these operating segments to create one reportable segment.

ASSET RETIREMENT OBLIGATIONS:

Under the provisions of current accounting guidance, a company is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if fair value can be reasonably estimated. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The amount of accretion recorded by the Company during all years presented is immaterial.

INTERNAL USE SOFTWARE:

Included in computer equipment is the capitalized cost of website development costs. The Company follows current accounting guidance, which provides that costs incurred during the application development stage related to the development of internal-use software are capitalized and amortized over the estimated useful life. Costs incurred related to the conceptual design and maintenance of internal-use software are expensed as incurred. Regent amortizes the costs of capitalized internal-use software over a three-year period.

ACQUISITIONS AND DISPOSITIONS

The Company seeks to acquire radio stations that enable it to expand within its existing markets and enter into new mid-sized markets that fit into Regent’s operating strategy. Regent applies various common valuation methods to determine the fair values of significant assets acquired, including identifiable tangible and intangible assets. Any remaining purchase price is allocated to goodwill. The results of operations of the acquired businesses are included in the Company’s consolidated financial statements since their respective dates of acquisition or operation under TBAs.

2008 Dispositions

On February 1, 2008, the Company completed the disposition of four radio stations (WCIZ-FM, WFRY-FM, WTNY-AM and WNER-AM) serving the Watertown, New York market to Stephens Media Group Watertown, LLC for $6.25 million in cash. Regent recorded a pre-tax gain of approximately $0.6 million on the sale, which amount is included in gain (loss) on discontinued operations in the Company’s Consolidated Statements of Operations. The results of operations for the stations have been reclassified to discontinued operations for the 2007 and 2008 years.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~related~~On toFebruary 5, ~~the~~2008, ~~pending~~Regent ~~disposal~~completed the disposition of ~~all~~WTMM-AM serving the ~~stations~~Albany, New inYork ~~Watertown~~market to Capital Broadcasting, ~~New~~Inc. ~~York~~for $850,000 asin ~~well~~cash. asCapital ~~one~~Broadcasting, Inc. commenced operations of the station inunder ~~each~~a time brokerage agreement on November 1, 2007. The Company treated the disposal of WTMM-AM as the ~~Albany~~disposal ~~and~~of ~~Buffalo~~long-lived assets, rather ~~New~~than ~~York~~a ~~markets~~business ~~(See~~or ~~Note~~a 2)component of a business, due to the fact that the station had no independent revenue stream from its operations. The ~~major~~Company ~~categories~~recorded a gain on sale of approximately ~~these~~$0.5 million ~~assets~~for ~~were~~the astransaction, ~~follows~~which (amount is included in ~~thousands):~~Loss from continuing operations in Regent’s Consolidated Statements of Operations.

	December 31, 2008			December 31, 2007
Land and improvements	$	39		$	330
Building and improvements		137			635
Equipment		—			2,411
FCC licenses		—			4,630
Goodwill		—			166
		176			8,172
Accumulated depreciation		(20	)		(1,743	)
	$	156		$	6,429

On March 11, 2008, the Company completed the disposition of WECK-AM serving the Buffalo, New York market to Culver Communications II, Inc. and related entities for $1.3 million in cash. The Company treated the disposal of WECK-AM as the disposal of long-lived assets, rather than a business or a component of a business. The Company recorded an immaterial loss on the transaction, which amount is included in Loss from continuing operations in Regent’s Consolidated Statements of Operations.

s.2007 BUSINESS SEGMENTS: The Company has 13 distinct operating segments. These segments meet the criteria for aggregation under SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” (“SFAS 131”), and therefore the Company has aggregated these operating segments to create one reportable segment. t. ASSET RETIREMENT OBLIGATIONS: The Company follows the provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”), as amended by Financial Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143” (“FIN 47”). Under the provisions of these statements, a company is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if fair value can be reasonably estimated. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The amount of accretion recorded by the Company during all years presented is immaterial. u. INTERNAL USE SOFTWARE: Included in computer equipment is the capitalized cost of website development costs. The Company follows the provisions of Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” (“SOP 98-1”), which provides that costs incurred during the application development stage related to the development of internal-use software are capitalized and amortized over the estimated useful life. Costs incurred related to the conceptual design and maintenance of internal-use software are expensed as incurred. Regent amortizes the costs of capitalized internal-use software over a three-year period.Acquisitions

2On January 4, 2007, the Company completed the acquisition of substantially all of the broadcasting and intangible assets of WBZZ-FM (formerly WNYQ-FM), serving the Albany, New York market, from Vox New York, LLC and related entities for $4.9 million ~~ACQUISITIONS~~in ~~AND~~cash, ~~DISPOSITIONS~~plus repayment of approximately $212,000 of transmitter site build-out expenditures.

~~The~~4. ~~Company seeks to acquire radio stations that enable it to expand within its existing markets and enter into new mid~~LONG-~~sized~~TERM ~~markets that fit into Regent’s operating strategy. Regent~~ DEBT

Long-term debt consisted of the following as of December 31 (in thousands):


	2009			2008

Senior secured Term A Loan	$	41,386		$	46,013

Senior secured Term B Loan		105,844			109,165

Senior secured revolving credit facility		40,500			29,950

		187,730			185,128

Less: current portion of long-term debt		(187,730	)		(185,128	)

	$	—		$	—

In April 2010, the Company entered into a new credit agreement (see New Credit Agreement, below). Information regarding the Company’s credit agreement in effect at December 31, 2009, is contained in the paragraphs below under the caption Previous Credit Agreement.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~applies~~Previous ~~various~~Credit ~~common valuation methods to determine the fair~~Agreement values of significant assets acquired, including identifiable tangible and intangible assets. Any remaining purchase price is allocated to goodwill. The results of operations of the acquired businesses are included in the Company’s consolidated financial statements since their respective dates of acquisition or operation under TBAs.

~~2008~~On ~~Dispositions~~November 21, 2006, the Company entered into a senior secured reducing credit agreement with a group of lenders that provided for an initial maximum aggregate principal amount of $240.0 million, consisting of a senior secured term A loan (Term A Loan) in the initial aggregate principal amount of $50.0 million, a senior secured term B loan (Term B Loan) in the initial aggregate amount of $115.0 million and a senior secured revolving credit facility (revolving facility) in the aggregate amount of $75.0 million (collectively, the previous credit agreement). The previous credit agreement included a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. The previous credit agreement also provided for an additional $100.0 million incremental loan facility, subject to the terms of the facility, whose weighted-average life shall not be shorter than that of the Term B Loan, the Term A Loan, and the revolving commitment, taken as whole. At December 31, 2009, the Company had one letter of credit outstanding for approximately $0.1 million. The previous credit agreement was scheduled to expire on November 21, 2013.

OnAt ~~February~~December 131, ~~2008~~2009, ~~the~~all ~~Company~~outstanding ~~completed~~balances under the ~~disposition~~Company’s ofprevious ~~four radio stations~~credit ~~(WCIZ-FM,~~agreement ~~WFRY-FM,~~were ~~WTNY-AM~~classified ~~and~~as ~~WNER-AM)~~currently ~~serving~~payable, as the ~~Watertown,~~Company’s ~~New~~lenders ~~York~~had ~~market~~the ~~to Stephens~~authority, ~~Media~~at ~~Group~~their ~~Watertown~~discretion, ~~LLC~~to ~~for~~accelerate ~~$6.25 million~~the inpayments ~~cash. Regent recorded a pre-tax gain~~ of ~~approximately~~ ~~$0.6 million on~~ the ~~sale,~~outstanding ~~which~~amounts ~~amount~~to iscurrent, ~~included in gain (loss) on~~due ~~discontinued~~to ~~operations in~~ the Company’s ~~Consolidated~~failure ~~Statements of Operations. The results of operations for the stations have been reclassified~~ to ~~discontinued~~comply ~~operations~~with ~~for~~certain ~~all periods presented.~~covenants ~~At December 31, 2007, the assets~~ of the ~~Watertown~~previous ~~stations~~credit ~~were in included in Assets Held for Sale in the Company’s Consolidated Balance Sheet~~agreement.

~~On February 5, 2008,~~ Regent ~~completed~~incurred ~~the~~approximately ~~disposition of WTMM-AM serving the Albany, New York market to Capital Broadcasting, Inc. for~~ $~~850,000 in cash~~2. ~~Capital Broadcasting, Inc. commenced operations of the station under a time brokerage agreement on November~~9 ~~1, 2007.~~million ~~The~~in ~~Company~~financing ~~treated~~costs ~~the~~related ~~disposal of WTMM-AM as the disposal of long-lived assets, rather than a business or a component of a business, due~~ to the ~~fact that the station had no~~previous ~~independent~~credit ~~revenue stream from its operations~~agreement. The ~~Company~~previous ~~recorded~~credit aagreement ~~gain~~was onavailable ~~sale of approximately $0.5 million~~ for ~~the~~working ~~transaction~~capital, ~~which amount is included in Loss from~~permitted ~~continuing~~acquisitions, ~~operations~~including inrelated ~~Regent’s~~acquisition ~~Consolidated Statements of Operations. At December 31~~costs, ~~2007,~~ ~~the~~and ~~assets~~general ofcorporate ~~WTMM-AM were included in Assets Held for Sale in the Company’s Consolidated Balance Sheet~~purposes.

OnAt ~~March~~December 1131, ~~2008~~2009, the Company ~~completed~~had ~~the~~available ~~disposition~~borrowings of ~~WECK-AM~~approximately ~~serving the~~$34.4 ~~Buffalo~~million, ~~New~~subject ~~York market~~ to ~~Culver~~the ~~Communications~~terms ~~II, Inc.~~ and ~~related~~conditions ~~entities~~of ~~for~~the $1facility.~~3 million~~ inAt ~~cash.~~December 31, ~~The~~2008, ~~Company treated~~ the ~~disposal of WECK-AM as the disposal of long-lived~~ ~~assets,~~Company ~~rather~~had ~~than~~available aborrowings ~~business or a component~~ of aapproximately ~~business~~$45.0 million. ~~The~~However, ~~Company~~due ~~recorded~~to anits default ~~immaterial~~status ~~loss~~under on the ~~transaction~~facility, ~~which~~Regent ~~amount~~was isprecluded ~~included in Loss~~ from ~~continuing operations~~utilizing inany ~~Regent’s Consolidated Statements~~ of ~~Operations~~the available borrowings.

~~2007~~In ~~Acquisitions~~addition to regularly scheduled debt repayments, Regent could also be subject to prepayments of borrowings under the previous credit agreement for excess cash flow generated by the Company. Excess cash flow is calculated as the excess of the sum of consolidated EBITDA plus or minus the annual change in working capital (excluding cash and cash equivalent amounts included in current assets and any debt owed under the previous credit agreement and included in current liabilities), less the sum of consolidated fixed charges, voluntary permanent repayments of outstanding balances and $1,000,000. The necessity and amounts of calculated prepayments are based upon the Company’s consolidated leverage ratio at the end of each calendar year preceding the calculation date, and commenced April 30, 2008 and continues for each April 30 thereafter that the Company had borrowings under the previous credit agreement. The percentage of excess cash flow required to be repaid was as follows:

On January 4, 2007, the Company completed the acquisition of substantially all of the broadcasting and intangible assets of WBZZ-FM (formerly WNYQ-FM), serving the Albany, New York market, from Vox New York, LLC and related entities for $4.9 million in cash, plus repayment of approximately $212,000 of transmitter site build-out expenditures. As of December 31, 2006, $490,000 of the purchase price had been placed in escrow to secure Regent’s obligation under the asset purchase agreement. Prior to its purchase by Regent, WBZZ-FM was not operational.


	Excess cash
	flow
Consolidated leverage ratio	percentage
Greater than 6.75:1.00		75	%
5.00:1.00 to 6.74:1.00		50	%
Less than 5.00:1.00		0	%

2006 Acquisitions and Dispositions

On September 19, 2006, the Company consummated two transactions in its Peoria, Illinois market, whereby Regent sold three radio stations and purchased two radio stations. Under the terms of the sale transaction, Regent sold substantially all of the broadcasting and intangible

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~assets~~Any ofrequired ~~WIXO-FM,~~prepayments ~~WVEL-FM~~are ~~and~~applied ~~WPIA-FM~~ to ~~Independence~~the ~~Media~~principal of ~~Illinois,~~the ~~LLC, for~~outstanding ~~$2.8 million,~~borrowings ~~consisting~~on ~~of approximately $1.9 million in cash and~~ a ~~note receivable of~~pro ~~approximately~~rata ~~$0.9 million.~~basis, ~~The~~with ~~Company recognized~~ a ~~pre-tax~~resulting ~~loss~~permanent ofreduction ~~approximately $1.9 million on the sale~~ of ~~the~~available ~~stations.~~commitment ~~Concurrently,~~for ~~Regent~~both ~~purchased substantially all of~~ the ~~broadcasting~~Term ~~assets of WXMP-FM and the stock of B&G Broadcasting, Inc., owner of~~A ~~WZPW-FM, from AAA Entertainment, LLC~~ and ~~related entities, for approximately $11.8 million~~ inTerm ~~cash,~~B ~~plus~~portions ~~acquisition-related costs~~ of ~~approximately $0.2 million. The Company funded~~ the ~~acquisition~~previous ~~with proceeds from the sale of its three Peoria stations and borrowings under its former~~ credit agreement. ~~Regent~~Available ~~allocated~~commitment ~~approximately~~under $0.5 million to fixed assets, approximately $6.6 million to FCC licenses, approximately $0.3 million to other definite-lived and indefinite-lived intangible assets, and approximately $4.6 million to goodwill. Additionally, the ~~Company recorded approximately $0.5 million of goodwill and~~revolving ~~deferred~~agreement ~~tax~~was ~~liabilities due to the difference between the fair value and tax basis of the assets and liabilities of B&G Broadcasting, Inc., which amount is~~ not ~~deductible~~affected ~~for~~by ~~tax purposes.~~any ~~The~~required ~~Company~~excess ~~also~~cash ~~assumed~~flow ~~liabilities of approximately $0~~prepayments.~~1 million. While~~ performing its annual review of indefinite-lived intangible assets and goodwill during the fourth quarter of 2007, the Company recorded an impairment charge against the entire $0.5 million of non-deductible goodwill that had been recorded at the acquisition date.

OnUnder ~~November 30,~~the ~~2006,~~previous ~~Regent~~credit ~~completed~~agreement, the ~~sale~~Company ofwas ~~substantially~~subject ~~all~~to ofa ~~the~~maximum ~~broadcasting~~consolidated ~~and~~leverage ~~intangible~~ratio, ~~assets~~a ofminimum ~~ten~~consolidated ~~radio~~interest ~~stations~~coverage ~~serving~~ratio, ~~the~~and ~~Chico~~a ~~and~~minimum ~~Redding~~fixed charge coverage ratio, ~~California~~as ~~markets~~ well as to ~~Mapleton~~negative ~~Communications,~~covenants ~~LLC,~~customary for ~~$17.5 million~~facilities inof ~~cash~~this type. The Maximum ~~Company~~Consolidated ~~recorded~~Leverage aRatio ~~pre-tax loss~~was on6.00:1.00 at December 31, 2009. Over the ~~sale~~remaining four-year ofperiod, the ~~stations~~Maximum ofConsolidated ~~approximately~~Leverage $0Ratio was scheduled to decrease to 4.50:1.00. The Minimum Consolidated Interest Coverage Ratio was 2.00:1.00 at December ~~million~~31, 2009, at which ~~amount~~point issuch leverage ~~included~~would ~~in loss~~remain onthroughout ~~discontinued~~the ~~operations~~remaining inlife of the previous credit agreement. The Company’s was required to maintain a Minimum Consolidated ~~Statements~~Fixed ofCharge ~~Operations~~Coverage ~~and~~Ratio of ~~Comprehensive~~1.10:1.00 ~~Loss~~throughout the entire term of the previous credit agreement.

OnBorrowings ~~December 15,~~under ~~2006,~~the ~~Regent~~Term ~~completed~~A Loan and the ~~acquisition~~revolving offacility ~~substantially~~bear ~~all~~interest at a rate equal to, at the Company’s option, either (a) the higher of the rate announced or published ~~broadcasting~~publicly ~~and~~from ~~intangible~~time ~~assets~~to time by the agent as its corporate base rate of ~~five~~interest ~~radio~~or ~~stations~~the Federal ~~(WBLK-FM,~~Funds ~~WBUF-FM,~~Rate ~~WJYE-FM~~plus 0.5%, ~~WYRK-FM~~ ~~and~~in ~~WECK-AM)~~either ~~serving~~case plus the ~~Buffalo~~applicable margin determined under the credit agreement, ~~New~~which ~~York~~varies ~~market~~between ~~for~~0.0% ~~approximately~~and ~~$125~~1.0 ~~million in~~% ~~cash~~depending ~~from~~upon ~~CBS~~the ~~Radio~~Company’s consolidated ~~Stations~~leverage ~~Inc.~~ratio, or (~~“CBS”~~b), the Eurodollar Rate plus ~~acquisition-related~~the ~~costs~~applicable ofmargin, which ~~approximately~~varies $between 0.~~4 million~~75% and 2.5%, ~~Regent~~depending ~~allocated~~upon the ~~purchase~~Company’s ~~price~~consolidated asleverage ~~follows: approximately $3~~ratio.9 Effective February ~~million~~23, to2007, ~~fixed~~the ~~assets;~~Company ~~approximately~~and ~~$101.0 million~~its tolenders ~~FCC~~entered ~~licenses;~~into ~~approximately~~an amendment of the $1credit agreement.~~5 million~~ toThe ~~other~~material ~~definite-lived~~terms ~~and~~of ~~indefinite-lived~~the ~~asset;~~amendment ~~and~~included ~~approximately~~a ~~$20.4 million~~reduction toof ~~goodwill.~~the ~~The~~applicable margin ~~Company~~on ~~assumed~~Base ~~liabilities~~Rate ofand ~~approximately~~Eurodollar ~~$1.4 million~~loans ~~related to~~under the ~~acquisition~~Term B Loan from 2.5% Onfor ~~September 1,~~both ~~2006~~types of loans, ~~Regent~~to ~~placed~~0.75% ~~approximately~~for ~~$9.4 million~~Base inRate ~~escrow to~~loans ~~secure~~and ~~its~~2.25% ~~obligation~~for Eurodollar loans. Borrowings under the Term ~~asset~~B ~~purchase~~Loan ~~agreement,~~bear ~~which~~interest ~~amount~~at ~~was~~a ~~funded~~rate ~~through borrowings~~equal ~~under~~to, at the Company’s ~~former~~option, ~~credit~~either ~~agreement.~~(a) the ~~The~~higher of ~~remainder~~the ofrate announced or published publicly from time to time by the ~~purchase~~agent ~~price~~as its corporate ~~was~~base ~~funded~~rate ~~through~~of ~~borrowings~~interest ~~under~~or the ~~Company’s~~Federal ~~current~~Funds ~~credit~~Rate ~~agreement~~plus 0.5%, Onin ~~October 1,~~either case plus an applicable ~~2006,~~margin ~~Regent~~of ~~began~~0.75%, ~~operating~~or (b) the ~~five~~Eurodollar ~~Buffalo~~Rate ~~stations~~plus ~~under~~an aapplicable ~~TBA~~margin of 2.25%. Commencing in ~~exchange~~May 2009, ~~for~~the Company began paying a $02.~~7 million~~0% ~~monthly~~default ~~fee~~premium ~~payable~~on toour ~~CBS.~~outstanding ~~Under~~borrowings under the ~~TBA,~~former ~~the~~credit ~~Company~~agreement, ~~provided~~and ~~programming~~in June 2009, ~~sales and~~the ~~marketing~~Company onwas ~~behalf~~precluded offrom ~~the~~further utilizing ~~owner~~LIBOR-based ofinterest ~~the~~rates ~~stations.~~on ~~The~~its ~~broadcast~~outstanding ~~revenues~~borrowings. ~~and~~Borrowings ~~expenses of~~under the previous ~~stations~~credit ~~were~~agreement ~~included~~bore ininterest ~~the~~at ~~Company’s~~an ~~results~~average rate of ~~operations~~6.11% onand ~~the~~3.44% ~~effective~~at ~~date~~December of31, ~~the~~2009 ~~TBA~~and 2008, respectively.

OnThe ~~December 22,~~Company ~~2006,~~is ~~Regent~~required ~~sold~~to ~~substantially~~pay ~~all~~certain offees to the ~~broadcasting~~agent and ~~intangible assets~~the oflenders ~~WYNG-FM,~~for ~~serving~~the underwriting commitment and the ~~Evansville,~~administration ~~Indiana~~and ~~market,~~use toof W.the ~~Russell~~previous ~~Withers,~~credit Jragreement. ~~for~~The $1underwriting commitment for the Term A Loan was 0.5% during the period of time between the commencement of the credit agreement and December ~~million~~15, in2006, ~~cash~~the date the Term A Loan was utilized. ~~The~~There ~~Company~~are ~~recorded~~no afurther ~~pre-tax~~underwriting ~~gain~~commitment onfees ~~the~~applicable ~~sale~~to ofthe ~~approximately~~Term $0A Loan.3 ~~million,~~The ~~which~~underwriting ~~amount~~commitment isfor ~~included~~the inrevolving ~~loss~~facility onvaries ~~sale~~between of0.25% ~~stations~~and in0.5% based upon the Company’s ~~Consolidated~~consolidated leverage ratio. The Company’s indebtedness under the ~~Statements~~previous credit agreement is collateralized by liens on substantially all of ~~Operations~~its assets and by ~~Comprehensive~~a ~~Loss~~pledge of its operating and license subsidiaries’ stock and is guaranteed by those subsidiaries.

- 75 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3In the event the parties to the Company’s previous credit agreement would not have accelerated the repayments of borrowings under the agreement to currently payable, Regent would have been required to continue scheduled repayments of the Term A Loan, Term B Loan and revolving facility. ~~LONG-TERM~~Commencing ~~DEBT~~March 31, 2007, the Company began making quarterly repayments of the amounts borrowed under the Term B Loan, which amount is currently set at approximately $278,000 per quarter, until November 21, 2013, at which date any remaining amounts outstanding under the loan were due and payable. Borrowings under the Term A Loan must be repaid in 24 quarterly installments, which repayments commenced March 31, 2008. Repayments began at 1.25% of the outstanding principal amount, which percentage increases to a maximum of approximately 6.05% of the original principal amount, until the final payment date of November 21, 2013. No repayments are required under the revolving facility until the termination of the credit agreement on November 21, 2013.

~~Long-term~~New ~~debt~~Credit ~~consists of the following as of December 31 (in thousands):~~Agreement

	2008			2007
Senior secured Term A Loan	$	46,013		$	50,000
Senior secured Term B Loan		109,165			113,850
Senior secured revolving credit facility		29,950			42,500
		185,128			206,350
Less: current portion of long-term debt		(185,128	)		(3,650	)
	$	—		$	202,700

Upon our emergence from Chapter 11 Bankruptcy, we entered into a new 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.

~~Senior~~The ~~Reducing~~terms ~~Revolving~~of ~~Credit~~the ~~Agreement~~term loan under the credit agreement sets the interest rate to one-month Eurodollar Rate plus 4.0% and, upon an event of default, increased to one-month Eurodollar Rate plus 6.0%, provided that in each case there is a Eurodollar Rate floor of 1.25%.

OnThe ~~November 21,~~new ~~2006,~~Credit ~~the~~Agreement ~~Company~~is ~~entered~~guaranteed ~~into~~by athe ~~senior~~Company, ~~secured~~Regent ~~reducing~~Broadcasting ~~credit~~Management, ~~agreement~~LLC ~~with~~and aall ~~group~~ of ~~lenders~~the ~~that~~direct ~~provided~~and ~~for~~indirect ansubsidiaries ~~initial~~of ~~maximum~~Regent ~~aggregate~~Broadcasting, ~~principal amount of $240~~LLC.~~0 million,~~ ~~consisting~~The obligations ofunder ~~a senior secured term A loan (Term A Loan) in~~ the ~~initial~~ ~~aggregate~~Credit ~~principal~~Agreement ~~amount~~are ofsecured ~~$50.0 million,~~by a ~~senior~~first-priority ~~secured~~lien ~~term B loan~~ (~~Term~~subject Bto ~~Loan)~~certain inpermitted ~~the~~liens ~~initial~~and ~~aggregate~~exceptions) ~~amount~~on ofsubstantially ~~$115.0 million~~all ~~and~~of athe ~~senior~~tangible ~~secured~~and ~~revolving~~intangible ~~credit~~assets ~~facility~~of ~~(revolving~~Borrower ~~facility)~~and in the ~~aggregate amount of $75~~Guarantors.~~0 million.~~ The ~~credit agreement~~Credit ~~includes~~Agreement acontains ~~commitment~~customary tocovenants, which, ~~issue~~among ~~letters~~other ofthings ~~credit~~require ofBorrower upand tothe ~~$35.0 million~~Guarantors ~~in aggregate face amount, subject~~ to ~~the~~meet ~~maximum~~certain ~~revolving commitment available. The credit~~financial ~~agreement~~tests ~~also~~and ~~provides~~limit ~~for~~their anability ~~additional $100.0 million incremental loan facility, subject~~ to: ~~the~~incur ~~terms~~indebtedness ofand ~~the~~liens; ~~facility,~~make ~~whose~~investments; ~~weighted-average~~make ~~life shall not be shorter than that of~~asset ~~the~~sales; ~~Term~~pay Bdividends ~~Loan,~~or ~~the~~make ~~Term~~other Arestricted ~~Loan,~~payments; ~~and~~engage ~~the~~in ~~revolving~~mergers ~~commitment,~~or ~~taken as whole. At December~~other ~~31,~~fundamental ~~2008,~~changes; ~~the~~enter ~~Company~~into ~~had~~transactions ~~one~~with ~~letter~~affiliates; ofand ~~credit~~other ~~outstanding~~covenants customary for ~~approximately~~such ~~$0.1 million. The~~a credit ~~agreement expires on November 21, 2013~~facility.

~~At December 31~~Additionally, ~~2008,~~we ~~all~~entered ~~outstanding~~into ~~balances~~a ~~under~~new ~~the~~Subordinated ~~Company’s~~Notes ~~credit~~Agreement ~~agreement~~(the “Subordinated ~~were~~Notes ~~reclassified~~Agreement”) towith ~~currently~~General ~~payable~~Electric Capital Corporation, as ~~the~~subordinated ~~Company’s~~notes ~~lenders may~~agent, ~~at their discretion,~~ ~~accelerate~~and ~~the~~a ~~payments~~syndicate of ~~the~~certain ~~outstanding~~financial ~~amounts~~institutions. toThe ~~current,~~Subordinated ~~due~~Notes toAgreement ~~Regent’s failure to~~provides ~~comply~~for ~~with~~12% ~~certain~~Senior ~~covenants~~Subordinated ofPIK ~~the~~Notes ~~credit~~in ~~agreement.~~an ~~However,~~initial itaggregate isprincipal ~~not~~amount ~~certain that the~~of ~~lenders~~$25,000,000 ~~will~~with ~~require~~a ~~such~~maturity ~~amounts~~date toof beOctober 27, ~~accelerated~~2014. ~~Accordingly,~~The ~~the~~entire ~~Company~~unpaid isprincipal ~~providing~~balance of ~~the~~such ~~information~~subordinated ~~below~~notes ~~with~~shall ~~regard~~bear tointerest ~~certain~~at ~~terms~~12% ~~and~~per ~~conditions~~annum ~~contained~~and ~~within~~interest ~~the credit~~shall ~~agreement~~only be paid-in-kind ~~the~~by ~~event~~being ~~the~~added ~~debt is not required~~ to ~~be repaid currently~~principal.

The new Subordinated Notes Agreement is guaranteed by the Company, Regent ~~incurred~~Broadcasting Management, ~~approximately~~LLC ~~$2.9 million~~and inall ~~financing~~of ~~costs~~the ~~related~~direct toand indirect subsidiaries of the ~~credit agreement~~Company. The Subordinated ~~credit~~Notes ~~agreement~~Agreement iscontains ~~available~~customary ~~for~~covenants, ~~working~~which, ~~capital~~among other things limit the ability of Regent Communications, ~~permitted~~Inc., ~~acquisitions~~Regent Broadcasting, LLC and their direct and ~~including~~indirect ~~related~~subsidiaries ~~acquisition~~to ~~costs,~~incur indebtedness and ~~general~~liens; ~~corporate~~make ~~purposes~~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.

At December 31, 2008, the Company had available borrowings of approximately $45.0 million, subject to the terms and conditions of the facility. Subsequent to December 31, 2008, the Company borrowed approximately $9.5 million under its revolving commitment, leaving available borrowings of approximately $35.5 million. At December 31, 2007, the Company had available borrowings of approximately $32.4 million.

- 76 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

InUnder ~~addition~~the toterms ~~regularly~~of ~~scheduled~~the ~~debt~~term ~~repayments,~~loan ~~Regent~~in ~~may~~the ~~also~~new ~~be subject to prepayments of borrowings under its~~ credit agreement, ~~for~~we ~~excess~~are ~~cash~~subject ~~flow~~to ~~generated by the~~a ~~Company.~~Maximum ~~Excess~~Consolidated ~~cash~~Leverage ~~flow~~Ratio isand ~~calculated~~a asMinimum ~~the~~Consolidated ~~excess~~Fixed ofCharge ~~the sum of consolidated EBITDA plus~~Coverage orRatio, ~~minus~~as ~~the~~well ~~annual~~as ~~change~~to innegative ~~working~~covenants ~~capital~~customary ~~(excluding~~for ~~cash~~facilities ~~and~~of ~~cash~~this ~~equivalent~~type. ~~amounts~~The ~~included~~Maximum inConsolidated ~~current~~Leverage ~~assets~~Ratio ~~and~~is ~~any~~6.40:1.00 ~~debt~~at ~~owed~~December 31, ~~under~~2010. ~~the~~The ~~credit~~ratio ~~agreement~~will decrease ~~and~~to ~~included~~5.90:1.00 ~~in current~~at ~~liabilities)~~March 31, ~~less~~2011 ~~the~~and ~~sum~~will ofbe ~~consolidated~~4.80:1.00 ~~fixed~~at ~~charges~~December 31, ~~voluntary~~2011. ~~permanent~~Over ~~repayments~~the ofremaining ~~outstanding~~period, ~~balances~~the ~~and~~Maximum ~~$1,000,000.~~Consolidated ~~The~~Leverage ~~necessity~~Ratio ~~and~~will ~~amounts~~decrease ofto ~~calculated~~4.50:1.00. ~~prepayments~~The ~~are~~Minimum ~~based~~Consolidated ~~upon~~fixed ~~the~~charge ~~Company’s~~Coverage ~~consolidated~~Ratio ~~leverage~~is ~~ratio~~1.75:1.00 at ~~the~~December 31, ~~end~~2010 ~~of each~~and ~~calendar~~increases ~~year~~to ~~preceding~~1.85:1.00 ~~the~~at ~~calculation date~~March 31, ~~and commenced April 30~~2011, ~~2008~~at ~~and~~which ~~continues~~point ~~for each~~such ~~April 30~~leverage ~~thereafter~~remains ~~that~~ throughout the ~~Company~~remaining ~~has~~life ~~borrowings~~of ~~under~~ the credit agreement. ~~The~~ ~~percentage of excess cash flow required to be repaid is as follows:~~

	Excess cash
	flow
Consolidated leverage ratio	percentage
Greater than 6.75:1.00		75	%
5.00:1.00 to 6.74:1.00		50	%
Less than 5.00:1.00		0	%

CAPITAL STOCK

~~Any~~As ~~required~~of ~~prepayments~~December 31, ~~are~~2009, ~~applied~~the toCompany’s ~~the~~authorized ~~principal~~capital ofstock ~~the~~consists ~~outstanding~~of ~~borrowings~~100,000,000 shares onof acommon ~~pro rata~~stock ~~basis~~and 40,000,000 ~~with~~shares aof ~~resulting~~preferred ~~permanent~~stock. ~~reduction~~No shares of ~~available~~preferred stock ~~commitment~~were ~~for~~issued ~~both~~or ~~the~~outstanding ~~Term~~at ~~A and~~December 31, ~~Term~~2009 Bor ~~portions~~2008. ofThe Company has in the ~~credit~~past designated ~~agreement.~~shares ~~Available~~of ~~commitment~~preferred ~~under~~stock in several different series. Of the ~~revolving~~available shares ~~agreement~~of ispreferred ~~not~~stock, ~~affected~~6,768,862 byremain ~~any~~designated ~~required~~in ~~excess~~several ~~cash~~of ~~flow~~those ~~prepayments~~series and 33,231,138 shares are currently undesignated.

~~Under~~In ~~the credit agreement~~January 2006, the Company isbegan ~~subject~~issuing togrants aof ~~maximum~~nonvested ~~consolidated~~stock ~~leverage ratio,~~to aemployees ~~minimum~~under the ~~consolidated~~Regent ~~interest~~Communications, ~~coverage~~Inc. ~~ratio,~~2005 ~~and~~Incentive aCompensation ~~minimum~~Plan. ~~fixed~~Grants ~~charge~~of ~~coverage~~nonvested ~~ratio,~~common asstock ~~well~~vest asratably toover ~~negative~~the ~~covenants~~life ~~customary for facilities~~ of ~~this~~the ~~type.~~award, ~~The~~which ~~Maximum Consolidated~~is ~~Leverage~~typically ~~Ratio~~four ~~was 6~~years.~~75:1.00~~ atDuring 2009 ~~December 31,~~and 2008., ~~The~~the ~~ratio~~Company ~~will~~granted ~~decrease~~896,600 ~~to 6.50:1.00~~and ~~at April 1~~493,600 ~~2009~~shares ~~and~~of ~~will~~nonvested becommon 6stock, respectively.~~00:1.00~~ atAt December 31, 2009. ~~Over~~and ~~the remaining four-year period~~2008, ~~the~~there ~~Maximum Consolidated Leverage Ratio will decrease to~~were ~~4.50:~~1~~.00. The Minimum Consolidated Interest Coverage Ratio was 1.75:1.00 at December 31~~, ~~2008~~407,875 and ~~increases to 2.00:1.00 in October 2009~~756,000 atnonvested ~~which~~shares ~~point~~outstanding ~~such~~under ~~leverage remains throughout~~ the ~~remaining~~plan, ~~life of the credit agreement~~respectively. ~~Regent must maintain a Minimum~~ ~~Consolidated Fixed Charge Coverage Ratio of 1.10:1.00 throughout the entire term of the credit agreement.~~

~~Borrowings~~In ~~under the Term A Loan and the revolving facility bear interest at a rate equal to~~May 2006, at the Company’s ~~option,~~began ~~either~~issuing ~~(a) the~~grants ~~higher~~ of ~~the~~nonvested ~~rate~~stock ~~announced or published publicly from time~~ to ~~time~~directors ~~by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined~~ under the ~~credit~~Regent ~~agreement~~Communications, ~~which varies between 0~~Inc.0% ~~and~~2006 ~~1.0%~~Directors ~~depending~~Equity ~~upon~~Compensation ~~the Company’s consolidated leverage ratio~~Plan, orwhich ~~(b) the~~plan ~~Eurodollar~~was ~~Rate plus the applicable margin, which~~approved ~~varies~~by ~~between 0.75% and 2.5%, depending upon~~ the Company’s ~~consolidated~~stockholders ~~leverage~~at ~~ratio. Effective February 23, 2007,~~ the ~~Company~~2006 ~~and~~Annual ~~its~~Meeting ~~lenders~~of ~~entered~~Stockholders. ~~into~~Grants ~~an amendment~~ of ~~the~~ ~~credit~~nonvested ~~agreement.~~common ~~The~~stock ~~material~~vest ~~terms~~ratably ofover the ~~amendment~~life ~~included a reduction~~ of the ~~applicable margin~~award, onwhich ~~Base~~is ~~Rate~~typically ~~and Eurodollar loans under the Term B Loan from 2.5% for both types of~~four ~~loans, to 0~~years.~~75%~~ ~~for~~During ~~Base~~2009 ~~Rate loans~~ and ~~2.25%~~2008, ~~for Eurodollar loans. Borrowings under~~ the ~~Term~~ BCompany ~~Loan~~granted ~~currently bear interest at a rate equal to~~50,000 atand ~~the Company’s option~~60,000 ~~either~~shares ~~(a) the higher~~ of ~~the~~nonvested common ~~rate~~stock, ~~announced~~respectively. orAt ~~published~~December 31, ~~publicly~~2009 ~~from~~and ~~time~~2008, to100,000 ~~time~~and by86,875 ~~the~~shares ~~agent as its~~of ~~corporate~~nonvested ~~base~~common ~~rate~~stock ofwere ~~interest~~outstanding orunder the ~~Federal~~plan, ~~Funds~~respectively.

On January 30, 2008, the Company issued 54,923 shares of Regent common stock from treasury shares to two executive officers at an issue price of $1.35 per share as a payment of a portion of 2007 bonuses awarded and expensed under the Company’s Senior Management Bonus Plan.

During 2009, 2008 and 2007, Regent reissued 1,487,226, 570,333 and 236,892 shares, respectively, of treasury stock previously acquired, net of forfeited shares, as an employer match to employee contributions under the Company’s 401(k) Profit Sharing Plan and to employees enrolled in the Company’s Employee Stock Purchase Plan.

- 77 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Rate plus 0.5%, in either case plus an applicable margin of 0.75%, or (b) the Eurodollar Rate plus an applicable margin of 2.25%.

Borrowings under the credit agreement bore interest at an average rate of 3.44% and 7.01% at December 31, 2008 and 2007, respectively. The Company is required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the credit agreement. The underwriting commitment for the Term A Loan was 0.5% during the period of time between the commencement of the credit agreement and December 15, 2006, the date the Term A Loan was utilized. There are no further underwriting commitment fees applicable to the Term A Loan. The underwriting commitment for the revolving facility varies between 0.25% and 0.5% based upon the Company’s consolidated leverage ratio. The Company’s indebtedness under the credit agreement 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 those subsidiaries.

In the event the parties to the Company’s credit agreement would not accelerate the repayments of borrowings under the agreement to currently payable, Regent would be required to continue scheduled repayments of the Term A Loan, Term B Loan and revolving facility. Commencing March 31, 2007, we began making quarterly repayments of the amounts borrowed under the Term B Loan, which amount is currently set at approximately $278,000 per quarter, until November 21, 2013, at which date any remaining amounts outstanding under the loan are due and payable. Borrowings under the Term A Loan must be repaid in 24 quarterly installments, which repayments commenced March 31, 2008. Repayments began at 1.25% of the outstanding principal amount, which percentage increases to a maximum of approximately 6.05% of the original principal amount, until the final payment date of November 21, 2013. No repayments are required under the revolving facility until the termination of the credit agreement on November 21, 2013.

Prior to the current credit agreement, the Company had an agreement with a group of lenders that provided for a senior reducing revolving credit agreement with a commitment of up to $150.0 million expiring in December 2010. On November 21, 2006, Regent used borrowings under the current credit agreement to pay off the outstanding debt and accrued interest totaling approximately $114.2 million under the previous credit agreement. During the fourth quarter of 2006, the Company wrote off approximately $0.7 million of unamortized deferred finance costs related to its previous credit agreement, which amounts were included in interest expense.

4. CAPITAL STOCK

The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 40,000,000 shares of preferred stock. No shares of preferred stock were issued or outstanding at December 31, 2008 or 2007. The Company has in the past designated shares of preferred stock in several different series. Of the available shares of preferred stock, 6,768,862 remain designated in several of those series and 33,231,138 shares are currently undesignated.

- 78 -

REGENT COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2006, the Company began issuing grants of nonvested stock to employees under the Regent Communications, Inc. 2005 Incentive Compensation Plan. Grants of nonvested common stock vest ratably over the life of the award, which is typically four years. During 2008 and 2007, Regent granted 493,600 and 257,900 shares of nonvested common stock, respectively. At December 31, 2008 and 2007, there were 756,000 and 401,275 nonvested shares outstanding under the plan, respectively.

In May 2006, the Company began issuing grants of nonvested stock to directors under the Regent Communications, Inc. 2006 Directors Equity Compensation Plan, which plan was approved by the Company’s stockholders at the 2006 Annual Meeting of Stockholders. Grants of nonvested common stock vest ratably over the life of the award, which is typically four years. During 2008 and 2007, Regent granted 60,000 and 25,000 shares of nonvested common stock, respectively. At December 31, 2008 and 2007, 86,875 and 40,000 shares of nonvested common stock were outstanding under the plan, respectively.

Regent has a stock buyback program, approved by its Board of Directors, which currently allows the Company to repurchase up to $1.6 million worth of shares of its common stock at certain market price levels. There were no repurchases of common stock under the program during 2008 and 2007 other than treasury shares exchanged for payment of employee withholding taxes related to the vesting of nonvested stock grants. During 2006, the Company repurchased 1,145,899 shares of common stock for an aggregate purchase price of approximately $5.1 million. Additionally, on August 5, 2006, the Company repurchased 2,491,554 shares of its common stock and a warrant to purchase up to 650,000 shares of Regent common stock, exercisable at $5.00 per share, held by Waller-Sutton Media Partners, L.P. (the “Partnership”) for an aggregate price of approximately $12.1 million in cash.

During 2008, 2007 and 2006, Regent reissued 570,333, 236,892 and 162,656 shares, respectively, of treasury stock previously acquired, net of forfeited shares, as an employer match to employee contributions under the Company’s 401(k) Profit Sharing Plan and to employees enrolled in the Company’s Employee Stock Purchase Plan.

On June 15, 2008, 140,000 warrants entitling holders to purchase shares of Regent’s common stock at a price of $5.00 per share, expired unexercised. These warrants were previously issued in 1998 in connection with the Series A, B, and F convertible preferred stock.

5.See ~~STOCK-BASED~~Note ~~COMPENSATION~~1 ~~PLANS~~to the Consolidated Financial Statements for information on the impact of the reorganization on the Company’s capital structure.

STOCK-BASED COMPENSATION PLANS

Share-based Plans

1998 Management Stock Option Plan

The Regent Communications, Inc. 1998 Management Stock Option Plan, as amended (the “1998 Stock Option Plan”) provides for the issuance of up to an aggregate of 4,500,000 common shares in connection with the issuance of incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”). The Compensation Committee of the Company’s Board of Directors determines eligibility. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date and in the case of ISOs granted to a 10% owner (as defined), the exercise price must be at least 110% of the fair market value of the underlying common stock at the grant date. Under the terms of the 1998 Stock Option Plan, the options expire no later than ten years from the date of grant in the case of ISOs (five years in the case of ISOs granted to a 10% owner), no later than ten years and one day in the case of NQSOs, or earlier in either case in the event a participant ceases to be an employee of the Company. The ISOs vest ratably over a five-year period and the NQSOs vest ratably over periods ranging from three to ten years. In 2008, the provision to issue common stock under the 1998 Stock Option Plan expired.

- 79 -

REGENT COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Committee of the Company’s Board of Directors determines eligibility. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date and in the case of ISOs granted to a 10% owner (as defined), the exercise price must be at least 110% of the fair market value of the underlying common stock at the grant date. Under the terms of the 1998 Stock Option Plan, the options expire no later than ten years from the date of grant in the case of ISOs (five years in the case of ISOs granted to a 10% owner), no later than ten years and one day in the case of NQSOs, or earlier in either case in the event a participant ceases to be an employee of the Company. The ISOs vest ratably over a five-year period and the NQSOs vest ratably over periods ranging from three to ten years. In 2008, the provision to issue common stock under the 1998 Stock Option Plan expired.

2001 Directors’ Stock Option Plan

The Regent Communications, Inc. 2001 Directors’ Stock Option Plan (the “2001 Directors’ Option Plan”) provides for the issuance of up to an aggregate of 500,000 common shares in connection with the issuance of NQSOs. The exercise price of the options is to be equal to the fair market value of the underlying common stock at the date of grant. Under the terms of the 2001 Directors’ Option Plan, the options are exercisable six months from the date of grant and expire ten years from the date of grant.

2005 Incentive Compensation Plan

The Regent Communications, Inc. 2005 Incentive Compensation Plan, as amended (the “2005 Incentive Plan”) provides for the issuance of up to an aggregate of 3,500,000 shares in connection with the issuance of stock appreciation rights (“SARs”), restricted stock, and ~~incentive stock options (“~~ISOs”) and ~~non-qualified stock options (“~~NQSOs”). The maximum number of shares of restricted stock that can be awarded under the 2005 Incentive Plan is 75% of the total shares available to be awarded. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date and in the case of ISOs granted to a 10% owner (as defined), the exercise price must be at least 110% of the fair market value of the underlying common stock at the grant date. Under the terms of the 2005 Incentive Plan, the stock appreciation rights and stock options expire no later than ten years from the date of grant (five years in the case of ISOs granted to a 10% owner), or earlier in the event a participant ceases to be an employee of the Company. The ~~Compensation~~ Compensation Committee of the Company’s Board of Directors determines eligibility and terms ~~and~~ and restrictions related to all awards under the 2005 Incentive Plan.

~~2006 Directors Equity Compensation Plan~~- 78 -

The Regent Communications, Inc. 2006 Directors Equity Compensation Plan (“2006 Directors Plan”) provides for the issuance of up to an aggregate of 250,000 shares in connection with the issuance of stock appreciation rights (“SARs”), restricted stock, and non-qualified stock options (“NQSOs”). The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date. Under the terms of the 2006 Directors Plan, the stock appreciation rights and stock options expire no later than ten years from the date of grant, or earlier in the event a participant ceases to be a director of the Company. The Compensation Committee of the Company’s Board of Directors determines eligibility and terms and restrictions related to all awards under the 2006 Directors Plan.

- 80 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2006 Directors Equity Compensation Plan

The Regent Communications, Inc. 2006 Directors Equity Compensation Plan (“2006 Directors Plan”) provides for the issuance of up to an aggregate of 250,000 shares in connection with the issuance of SARs, restricted stock, and NQSOs. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date. Under the terms of the 2006 Directors Plan, the stock appreciation rights and stock options expire no later than ten years from the date of grant, or earlier in the event a participant ceases to be a director of the Company. The Compensation Committee of the Company’s Board of Directors determines eligibility and terms and restrictions related to all awards under the 2006 Directors Plan.

Employee Stock Purchase Plan

In December 2001, the Company adopted the Regent Communications, Inc. Employee Stock Purchase Plan (the “Stock Purchase Plan”) and reserved 500,000 shares of common stock for issuance thereunder. Under the Stock Purchase Plan, participating employees could purchase shares of the Company’s common stock at a price per share that is 90% of the lesser of the fair market value as of the beginning or the end of the quarterly offering period. Under the terms of the Stock Purchase Plan, eligible employees could elect each offering period to have between 1% and 10% of their compensation withheld through payroll deductions. For the first nine months of 2008, approximately 79,000 shares of Regent common stock were issued under the plan. In addition, approximately 126,000 shares of Regent common stock were issued for the fourth quarter of 2008 and were distributed to the participants in February 2009. Effective with the distribution of shares for the quarter ended December 31, 2008, there were no further shares available for purchase by employees under the Stock Purchase Plan. Consequently, the Company terminated the Stock Purchase Plan effective with the fourth quarter distribution of shares. A total of approximately 76,000 ~~and 49,000~~ shares of common stock were issued under the Stock Purchase Plan for the 2007 ~~and 2006~~ offering ~~periods, respectively~~period.

Stock Compensation

~~The~~Under ~~Company follows~~ the provisions of ~~SFAS~~current ~~No. 123(R),~~accounting ~~“Share-Based Payment” (“SFAS 123R”) for its equity-based compensation programs. SFAS 123R is applicable to share-based compensation arrangements~~guidance, ~~including stock options, restricted share plans, performance-based awards, stock appreciation rights, and employee stock purchase plans. Under the provisions of SFAS 123R,~~ companies are required to record compensation expense for share-based payment transactions. No stock options were granted under any of Regent’s share-based plans during ~~2008~~2009, ~~2007~~2008 or ~~2006~~2007. During ~~2008~~2009, 1353,~~504,988~~ 678 stock options with a weighted-average exercise price of $5.2338 were terminated due to expiration or forfeiture. During ~~2007~~2008, 86 1,~~000~~504,988 stock options with a weighted-average exercise price of $65.2823 were terminated due to expiration or forfeiture. During ~~2006~~2007, ~~101~~86,000 stock options with a weighted-average exercise price of $6.7428 were terminated due to expiration or forfeiture. The intrinsic value of all outstanding stock options was zero at December 31, ~~2008~~2009 and ~~2007~~2008.

Under the provisions of SFAS 123R, the Company is also required to record compensation expense related to shares issued under the Company’s Stock Purchase Plan. For the year ended December 31, 2008, the Company recorded approximately $21,000 of compensation expense related to the Stock Purchase Plan. Regent utilizes the Black-Scholes-Merton option-pricing model to calculate the fair market value of shares awarded under the Stock Purchase Plan. The weighted average fair value per share estimated for each share of common stock issued under the plan for the year ended December 31, 2008 was $0.26, based upon a weighted-average volatility of 90.2%, a weighted-average risk-free interest rate of 1.35%, an average life of three months, and no dividends. For the year ended December79 31, 2007, the Company recorded approximately $30,000 of compensation expense related to the Stock Purchase Plan. The weighted average fair value per share estimated for each share of common stock issued under the plan for the year ended December 31, 2007 was $0.47, based upon a weighted-~~average~~ ~~volatility of 34.9%, a weighted-average risk-free interest rate of 4.65%, an average life of three months, and no dividends.~~

- 81 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Presented below is a summary of the status of outstanding Company stock options issued to employees and Directors:

				WEIGHTED
				AVERAGE
	SHARES			EXERCISE PRICE
Company options held by employees and Directors:
At December 31, 2005		4,270,039		$	5.94
Granted		—			—
Exercised		—			—
Forfeited/expired		(101,000	)	$	6.74
Company options held by employees and Directors:
At December 31, 2006		4,169,039		$	5.92
Granted		—			—
Exercised		—			—
Forfeited/expired		(86,000	)	$	6.28
Company options held by employees and Directors:
At December 31, 2007		4,083,039		$	5.91
Granted		—			—
Exercised		—			—
Forfeited/expired		(1,504,988	)	$	5.23
Company options held by employees and Directors:
At December 31, 2008		2,578,051		$	6.31
Granted		—			—
Exercised		—			—
Forfeited/expired		(353,678	)	$	5.38
Company options held by employees and Directors:
At December 31, 2009		2,224,373		$	6.46

The following table summarizes the status of Company options outstanding and exercisable at December 31, ~~2008~~2009 under the 1998 Stock Option Plan and the 2001 Directors’ Option Plan:

	OPTIONS OUTSTANDING						OPTIONS EXERCISABLE
			WEIGHTED
			AVERAGE		WEIGHTED				WEIGHTED
			REMAINING		AVERAGE				AVERAGE
EXERCISE			CONTRACTUAL		EXERCISE				EXERCISE
PRICE	SHARES		LIFE (YEARS)		PRICE		SHARES		PRICE
$5.90 - $7.83		1,380,123		3.4	$	7.05		1,380,123	$	7.05
$5.90 – $7.83		1,331,623		2.4	$	7.04		1,331,623	$	7.04
$5.00 - $5.89		1,197,928		4.0	$	5.46		1,197,928	$	5.46
$5.01 – $5.89		892,750		4.1	$	5.58		892,750	$	5.58
		2,578,051						2,578,051
		2,224,373						2,224,373

As of December 31, ~~2008~~2009, the stock options granted under the 1998 Stock Option Plan entitle the holders to purchase 2,~~463~~149,~~051~~373 shares of the Company’s common stock. Stock options granted under the 2001 Directors’ Option Plan entitle the holders to purchase ~~115~~ 75,000 shares of the Company’s common stock.

During ~~2008~~2009 and ~~2007~~2008, the Company issued ~~493~~896,600 and ~~257~~493,~~900~~600 nonvested shares, respectively, under the 2005 Incentive Plan as a component of compensation to employees. The value of each nonvested share was determined by the fair value of a share of Regent common stock on the date of grant. The nonvested shares typically vest ratably over a four-year period and the Company records expense related to the nonvested shares on a straight-line basis over the vesting period. For the year ended December 31, ~~2008~~2009, the Company recorded approximately $591,000 of expense related to the nonvested shares awards. For the year ended December 31, 2008, Regent recorded approximately $599,000 of expense related to the nonvested share awards, which amount included approximately $18,000 related to the acceleration of 9,750 nonvested shares for an employee in a broadcast market the Company disposed of in 2008. At December 31, 2009, deferred compensation expense related to the nonvested shares was approximately $575,000, which will be recognized over the remaining weighted-average 2.6 years of the vesting period. During 2009 and 2008, 15,900 and 14,650 nonvested shares granted under the plan were forfeited, respectively. All material outstanding awards are expected to vest.

- 82 80 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~$599~~During 2009 and 2008, the Company issued 50,000 and 60,000 nonvested shares, respectively, of ~~expense~~Regent ~~related~~common stock to its non-management directors under the 2006 Directors Plan. The value of each nonvested ~~shares~~share ~~awards,~~was ~~which~~determined ~~amount~~by ~~included~~the fair market value of ~~approximately~~a ~~$18,000~~share ~~related~~of toRegent common stock on the ~~acceleration~~date of ~~9,750~~grant. The nonvested shares ~~for~~vest anratably ~~employee~~over in a ~~broadcast~~four-year ~~market~~period and the Company ~~disposed~~records ofexpense inrelated ~~2008.~~to ~~For~~ the ~~year~~nonvested ~~ended~~shares ~~December 31,~~on ~~2007,~~a ~~Regent~~straight-line basis over the vesting period. The Company recorded approximately $~~477~~77,000 and $42,000 of expense related to the nonvested ~~share~~ awards during 2009 and 2008, respectively. ~~which~~Included ~~amount~~in ~~included~~the 2009 expense was approximately $5928,000 of expense related to ~~the~~ acceleration of ~~17,500 nonvested~~ nonvested shares ~~pursuant~~for tothe anCompany’s ~~employment~~former ~~agreement~~Chairman ~~for~~of athe ~~disabled~~Board, ~~employee~~who terminated service in March 2009. At December 31, ~~2008~~2009, deferred compensation expense related to the nonvested shares was approximately $~~1.1 million~~65,000, which will be recognized over the remaining weighted-average 2.58 years of the vesting period. During ~~2008~~the ~~and~~year ~~2007,~~ended 14December 31,~~650~~ ~~and 12~~2009,~~000~~ no nonvested shares granted under the plan were forfeited. During the year ended December 31, ~~respectively~~2008, 2,500 nonvested shares granted under the plan were forfeited. All material outstanding awards are expected to vest.

During 2008 and 2007, the Company issued 60,000 and 25,000 nonvested shares, respectively, of Regent common stock to its non-management directors under the 2006 Directors Plan. The value of each nonvested share was determined by the fair market value of a share of Regent common stock on the date of grant. The nonvested shares vest ratably over a four-year period and the Company records expense related to the nonvested shares on a straight-line basis over the vesting period. Regent recorded approximately $42,000 and $31,000 of expense related to the nonvested awards during 2008 and 2007, respectively. At December 31, 2008, deferred compensation expense related to the nonvested shares was approximately $135,000, which will be recognized over the remaining weighted-average 3.0 years of the vesting period. During the year ended December 31, 2008, 2,500 nonvested shares granted under the plan were forfeited. No nonvested shares were forfeited during 2007. All material outstanding awards are expected to vest.

The following table summarizes the status of Company nonvested shares under the 2005 Incentive Plan and the 2006 Directors Plan:

				WEIGHTED AVERAGE
				GRANT-DATE FAIR
	SHARES			VALUE
Company nonvested shares held by employees and Directors:
At December 31, 2005		—			—
Granted		274,100		$	4.64
Vested		(7,800	)	$	4.74
Forfeited/expired		(15,800	)	$	4.43
Company nonvested shares held by employees and Directors:
At December 31, 2006		250,500		$	4.65
Granted		282,900		$	2.85
Vested		(80,125	)	$	4.43
Forfeited/expired		(12,000	)	$	3.53
Company nonvested shares held by employees and Directors:
At December 31, 2007		441,275		$	3.57
Granted		553,600		$	1.37
Vested		(134,850	)	$	3.60
Forfeited/expired		(17,150	)	$	2.24
Company nonvested shares held by employees and Directors:
At December 31, 2008		842,875		$	2.15
Granted		946,600		$	0.09
Vested		(265,700	)	$	2.45
Forfeited/expired		(15,900	)	$	0.48
Company nonvested shares held by employees and Directors:
At December 31, 2009		1,507,875		$	0.83

~~6. EARNINGS PER SHARE~~- 81 -

Statement of Financial Accounting Standards No. 128 (“SFAS 128”) calls for the dual

- 83 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~presentation of basic and diluted earnings (loss) per share (“EPS”)~~7. ~~Basic~~EARNINGS ~~EPS~~PER is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period, and excluding shares issued under The Regent Communications, Inc. 2005 Incentive Compensation Plan and the Regent Communications, Inc. 2006 Directors Equity Compensation Plan that were not vested at December 31, 2008. The calculation of diluted earnings per share is similar to basic except that the weighted average number of shares outstanding includes the additional dilution that would occur if potential common stock, such as stock options or warrants, were exercised, except when the effect would be antidilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants with an exercise price less than the Company’s average stock price for the period were exercised, and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period. At December 31, 2008, none of the Company’s 2,578,051 outstanding stock options had exercise prices that were less than the Company’s average stock price for the 2008 year. At December 31, 2007, none of the Company’s 4,083,039 outstanding stock options and 140,000 outstanding warrants had exercise prices that were less than the Company’s average stock price for the 2007 year. At December 31, 2006, none of the Company’s 4,169,039 outstanding stock options and 140,000 outstanding warrants had exercise prices that were less than the Company’s average stock price for the 2006 year. Included in the calculation of diluted earnings per share is also the additional dilution related to nonvested shares, except when the effect would be antidilutive. The number of incremental shares is calculated by assuming the average deferred compensation expense related to nonvested shares, and related tax benefits, were used to acquire shares of common stock at the average market price during the reporting period. For the years ended December 31, 2008, 2007 and 2006, approximately 13,000, 32,000 and 35,000 incremental shares, respectively, would have been included in the calculation of fully diluted earnings per share, had their inclusion not been antidilutive. Subsequent to December 31, 2008, the Company issued approximately 1.4 million shares of Regent common stock as a match to employee contributions in the Company’s 401(k) Profit Sharing Plan for the period October 1, 2008 through January 14, 2009, the date the Company suspended matching contributions under the plan. SHARE

Accounting guidance calls for the dual presentation of basic and diluted earnings (loss) per share (“EPS”). Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period, and excluding shares issued under the Regent Communications, Inc. 2005 Incentive Compensation Plan and the Regent Communications, Inc. 2006 Directors Equity Compensation Plan that were not vested as of the reporting period. The calculation of diluted earnings per share is similar to basic except that the weighted average number of shares outstanding includes the additional dilution that would occur if potential common stock, such as stock options and warrants were exercised, except when the effect would be antidilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants with an exercise price less than the Company’s average stock price for the period were exercised, and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period. At December 31, 2009, none of the Company’s 2,224,373 stock options had exercise prices that were less than the Company’s average stock price for the 2009 year. At December 31, 2008, none of the Company’s 2,578,051 outstanding stock options had exercise prices that were less than the Company’s average stock price for the 2008 year. At December 31, 2007, none of the Company’s 4,083,039 outstanding stock options and 140,000 outstanding warrants had exercise prices that were less than the Company’s average stock price for the 2007 year. The Company adopted new accounting guidance effective January 1, 2009 related to participating securities. Regent’s nonvested stock contains rights to receive non-forfeitable dividends, and thus, are participating securities requiring the two-class method of computing earnings per share. Under the provisions of the guidance, in periods in which the Company records net income, the calculation of earnings per share for common shares will exclude the income attributed to the Company’s nonvested stock from the numerator and will exclude the dilutive impact for those nonvested shares from the denominator. The accounting guidance also requires the Company to retroactively adjust all prior period earnings per share computations for the two-class method of computing earnings per share. The retroactive application of this guidance had no impact on our earnings (loss) per share calculation for the years ended December 31, 2008 and 2007, as the Company recorded a net loss in each of those years. There were 1,507,875, 842,875, and 441,275 nonvested shares outstanding at December 31, 2009, 2008, and 2007, respectively.

- 82 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands except per share data):

	YEAR ENDED DECEMBER 31,
	Year Ended			Year Ended			Year Ended
	2008			2007			2006
	December 31,			December 31,			December 31,
Net loss from continuing operations	$	(119,402	)	$	(102,870	)	$	(22,522	)
	2009			2008			2007
Income (loss) from discontinued operations, net of applicable income taxes of $238, $188, and $35, respectively		411			296			(4,074	)
Numerator:
Net loss	$	(118,991	)	$	(102,574	)	$	(26,596	)
Loss from continuing operations	$	(43,982	)	$	(119,402	)	$	(102,870	)
Weighted average basic common shares		38,872			38,308			39,807
Gain on discontinued operations, net of taxes		—			411			296
Dilutive effect of stock options, warrants and nonvested shares		—			—			—
Net loss	$	(43,982	)	$	(118,991	)	$	(102,574	)
Weighted average diluted common shares		38,872			38,308			39,807
Less: dividends declared		—			—			—
Net loss per common share:
Undistributed earnings	$	(43,982	)	$	(118,991	)	$	(102,574	)
Basic and diluted:
Percentage allocated to common shares (1)		100.0	%		100.0	%		100.0	%
Net loss from continuing operations	$	(3.07	)	$	(2.69	)	$	(0.57	)
Undistributed earnings — common shares	$	(43,982	)	$	(118,991	)	$	(102,574	)
Discontinued operations		0.01			0.01			(0.10	)
Add: dividends declared — common shares		—			—			—
Net loss	$	(3.06	)	$	(2.68	)	$	(0.67	)
Numerator for basic and diluted loss per share	$	(43,982	)	$	(118,991	)	$	(102,574	)
Denominator:
Weighted-average basic common shares		40,588			38,872			38,308
Dilutive effect of stock options and warrants		—			—			—
Weighted-average diluted common shares		40,588			38,872			38,308
Net basic and diluted loss per common share:
Net loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)
Discontinued operations		—			0.01			0.01
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)
(1) Weighted-average common shares outstanding:		40,588			38,872			38,308
Weighted-average nonvested shares (participating securities)		—	(2)		—	(2)		—	(2)
Total		40,588			38,872			38,308
Percentage allocated to common shares		100.0	%		100.0	%		100.0	%

-(2) 84As - the Company was in a net loss position for the indicated period, nonvested shares are not included in the allocation of loss for the numerator in the calculation of earnings per share.

- 83 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

78. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company performs its annual review of goodwill and indefinite-lived intangible assets for impairment during the fourth quarter, or at an earlier date if conditions exist that would indicate that it is more likely than not an impairment exists. Based on deteriorating economic conditions, ~~and~~ volatility in the equity ~~markets~~market and operating results for the quarter, the Company performed an analysis for potential impairment of indefinite-lived intangibles and goodwill during the ~~third~~first quarter of ~~2008~~2009. Based primarily upon ~~declining radio station transaction~~material ~~multiples,~~changes ~~decreases~~ in ~~Regent’s~~future ~~common~~revenue ~~stock price,~~ and ~~changes~~cash inflow ~~the cost of capital~~projections, the Company determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying ~~values~~ value recorded in the financial statements. ~~Consequently~~Accordingly, during the ~~third~~ first quarter of ~~2008,~~2009 the Company ~~recorded~~recognized ~~a preliminary~~ pre-tax impairment ~~charge~~charges of ~~approximately~~ $6625.6 million for FCC licenses and ~~approximately~~ $06.9 2 million for goodwill~~, which~~. ~~amounts~~As ~~were~~permitted ~~recorded~~by asaccounting aguidance, ~~component~~the ofCompany ~~operating~~completed ~~loss.~~step ~~The~~two of ~~Company~~its ~~recorded~~ impairment ofanalysis ~~FCC~~in ~~licenses~~the insecond ~~eleven~~quarter of ~~its~~2009 ~~broadcast markets~~ and ~~goodwill impairment~~recorded inno ~~one~~adjustments ~~broadcast~~to ~~market~~its initial estimates. During the fourth quarter of ~~2008~~2009, the Company ~~finalized~~ performed its ~~impairment~~annual review ~~testing~~for ~~with~~impairment noof ~~significant~~indefinite-lived ~~changes~~intangible toassets ~~its~~and ~~preliminary valuation~~goodwill. ~~Also~~Based ~~during~~primarily ~~the~~upon ~~fourth~~additional ~~quarter~~declines ofin ~~2008~~future revenue and cash flow projections, the Company ~~performed~~recognized pre-tax ~~its~~impairment ~~annual~~charges ~~review~~of $11.8 million for ~~impairment~~FCC ~~of indefinite-lived~~licenses ~~intangible~~and ~~assets~~$1.0 million ~~and~~for goodwill as ~~and~~a ~~recorded~~component noof ~~further~~loss ~~impairment~~from ~~charges~~continuing operations. Based on deteriorating economic ~~During~~conditions, volatility in the ~~fourth~~equity ~~quarter~~market ofand ~~2007~~operating results for the quarter, ~~Regent~~the Company performed ~~its~~an ~~annual~~analysis ~~review~~ for potential impairment of indefinite-lived ~~intangible~~intangibles ~~assets~~ and goodwill during the third quarter of 2008. Based primarily upon material changes in future revenue and cash flow projections, the Company determined that the ~~carrying~~fair value ~~for~~of goodwill and FCC licenses infor ~~ten~~certain ofmarkets ~~its~~were ~~broadcast~~less ~~markets~~than ~~exceeded~~ the ~~fair~~carrying ~~value~~values recorded in the financial statements. ~~Accordingly~~Consequently, during the third quarter of 2008, the Company recorded ana preliminary pre-tax impairment charge of approximately $~~139~~66.26 million for FCC licenses and approximately $0.9 million for goodwill, which amounts were recorded as a component of operating loss. ~~Additionally,~~ ~~the~~The Company ~~determined~~recorded ~~that~~impairment ~~the~~of ~~carrying~~FCC ~~amount~~licenses in eleven of its broadcast markets and goodwill impairment in ~~six~~one broadcast ~~markets~~ ~~exceeded~~market. During the ~~fair~~fourth ~~value~~quarter byof ~~approximately~~2008, the ~~$24~~Company finalized its impairment testing with no significant changes to its preliminary valuation.~~4 million~~ Also during the fourth quarter of 2008, ~~and~~the ~~therefore~~Company ~~recorded~~performed anits annual review for impairment ~~charge~~of ~~for~~indefinite-lived ~~this~~intangible ~~amount~~assets asand agoodwill ~~component~~and ofrecorded ~~operating~~no ~~loss~~further impairment charges.

~~Definite~~-~~lived Intangible Assets~~ 84 -

The Company has definite-lived intangible assets that continue to be amortized in accordance with SFAS 142, consisting primarily of non-competition agreements, employment and sports rights agreements, and advertiser relationships and lists. Non-compete, employment and sports right agreements are amortized over the life of the agreement. Advertiser lists and relationships are amortized over a three-year period. The following table presents the gross carrying amount and accumulated amortization for the Company’s definite-lived intangibles at December 31, 2008 and 2007 (in thousands):

	December 31, 2008				December 31, 2007
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-compete agreements	$	219	$	171	$	219	$	97
Sports rights, employment agreements and advertiser lists and relationships		779		690		779		529
Total	$	998	$	861	$	998	$	626

The aggregate amortization expense related to the Company’s definite-lived intangible assets for the years ended December 31, 2008, 2007, and 2006, was approximately $235,000,

- 85 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~$997,000,~~Definite-lived ~~and~~Intangible ~~$1,216,000, respectively. The estimated annual amortization expense for the~~Assets ~~years ending December 31, 2009, 2010, 2011, 2012 and 2013 is approximately $123,000, $1,000, $1,000, $1,000 and $1,000, respectively.~~

The Company has definite-lived intangible assets that continue to be amortized in accordance with current accounting guidance, consisting primarily of non-competition agreements, employment and sports rights agreements, favorable leasehold interest and advertiser relationships and lists. Non-compete, employment and sports right agreements, and favorable leasehold interests are amortized over the life of the agreement or contract. Advertiser lists and relationships are amortized over a three-year period. The following table presents the gross carrying amount and accumulated amortization for the Company’s definite-lived intangibles at December 31, 2009 and 2008 (in thousands):


	December 31, 2009				December 31, 2008
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-compete agreements	$	—	$	—	$	219	$	171
Sports rights, employment agreements, favorable leasehold interests and advertiser lists and relationships		17		3		779		690

Total	$	17	$	3	$	998	$	861

The aggregate amortization expense related to the Company’s definite-lived intangible assets for the years ended December 31, 2009, 2008, and 2007, was approximately $123,000, $235,000, and $997,000, respectively. The estimated annual amortization expense for the years ending December 31, 2010, 2011, 2012, 2013 and 2014 is approximately $1,000 per year.

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist primarily of FCC licenses for radio stations. The following table presents the changes in the carrying amount of the Company’s indefinite-lived intangible assets at December 31, ~~2008~~2009 and ~~2007~~2008 (in thousands):

	FCC Licenses
Balance as of December 31, 2006	$	340,720
Balance as of December 31, 2007	$	201,685
Purchase of radio station FCC licenses		4,953
Acquisition-related adjustment		(158	)
FCC licenses related to assets held for sale		(4,630	)
Impairment of FCC licenses		(139,200	)
Balance as of December 31, 2007		201,685
Miscellaneous adjustments		20
Impairment of FCC licenses		(66,600	)
Balance as of December 31, 2008	$	135,105
Impairment of FCC licenses		(37,400	)
Balance as of December 31, 2009	$	97,705

The 2008 miscellaneous adjustments consist of final adjustments to stations disposed of during the first quarter of 2008. ~~The 2007 acquisition-related adjustment consists of final~~ ~~adjustments to purchase price allocations of stations acquired in late 2006.~~

Other indefinite-lived intangible assets, consisting primarily of trademarks and website domain names, were approximately $10,000 at December 31, ~~2008~~2009 and ~~2007~~2008.

Goodwill

The following table presents the changes in the carrying amount of goodwill for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 (in thousands):

	Goodwill
Balance as of December 31, 2006	$	43,655
Balance as of December 31, 2007	$	19,272
Impairment of goodwill		(24,400	)
Acquisition-related goodwill		75
Goodwill related to assets held for sale		(166	)
Acquisition-related adjustment		108
Balance as of December 31, 2007		19,272
Impairment of goodwill		(922	)
Miscellaneous adjustments		42
Acquisition-related adjustment		42
Balance as of December 31, 2008	$	18,392
Impairment of goodwill		(7,220	)
Balance as of December 31, 2009	$	11,172

~~The 2008 miscellaneous adjustments consist of final adjustments to stations disposed of during the first quarter of 2008. The 2007 acquisition~~-~~related adjustment consists of final~~ 85 - ~~adjustments to purchase price allocations of stations acquired in late 2006.~~

- 86 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 2008 miscellaneous adjustments consist of final adjustments to stations disposed of during the first quarter of 2008.

The changes in the gross amounts of Goodwill and the accumulated asset impairment and disposal charges for the years ended December 31, 2009 and 2008 are as follows:


	2009			2008
	(in thousands)
Balance as of January 1:
Goodwill	$	57,036		$	57,036
Accumulated asset impairment and disposal charges		(38,644	)		(37,597	)


Goodwill net of impairment at January 1		18,392			19,439

Asset impairment and disposal charges		(7,220	)		(1,047	)


Balance as of December 31:
Goodwill		57,036			57,036
Accumulated asset impairment and disposal charges		(45,864	)		(38,644	)


Goodwill net of impairment at December 31	$	11,172		$	18,392

Approximately $2.2 million of the Company’s recorded goodwill amount is not deductible for income tax purposes.

89. INCOME TAXES

The Company’s income tax expense (benefit) for continuing operations consists of the following for the years ended December 31 (in thousands):

	2008			2007			2006
	2009			2008			2007
Current federal	$	—		$	49—		$	~~(55~~49	)
Current state		~~301~~212			~~168~~301			~~103~~168
Total current		~~301~~212			~~217~~301			48217
Deferred federal		(2013,~~913~~704	)		(5420,~~165~~913	)		(1254,~~254~~165	)
Deferred state		(21,~~992~~882	)		(62,~~400~~992	)		(26,~~063~~400	)
Total deferred		(2315,~~905~~586	)		(6023,~~565~~905	)		(1460,~~317~~565	)
Valuation allowance		7715,~~993~~586			~~(213~~77,993	)		(~~165~~213	)
Net income tax expense (benefit)	$	~~54,389~~212		$	~~(60~~54,~~561~~389	)	$	(1460,~~434~~561	)

~~The Company has allocated income tax expense (benefit)~~- ~~of approximately $238,000, $188,000 and ($35,000) to discontinued operations for the years ended December~~86 ~~31, 2008,~~- ~~2007 and 2006, respectively.~~

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has allocated income tax expense of approximately $0, $238,000 and $188,000 to discontinued operations for the years ended December 31, 2009, 2008 and 2007, respectively.

The components of the Company’s deferred tax assets and liabilities are as follows as of December 31 (in thousands):

	2008			2007
	2009			2008
Deferred tax assets:
Net operating loss carryforwards	$	3343,~~609~~637		$	2733,~~574~~609
Miscellaneous accruals and credits		~~827~~1,031			~~832~~827
Derivative financial instruments		42,~~236~~999			14,~~709~~236
Intangible assets		43,416			27,614
Intangible and long-lived assets		50,443			43,416
Accounts receivable reserve		~~203~~197			~~250~~203
Total deferred tax assets		8298,~~291~~307			5782,~~979~~291
Valuation allowance		(8096,~~899~~486	)		(280,~~906~~899	)
Net deferred tax assets		1,~~392~~821			551,~~073~~392
Deferred tax liabilities:
Property and equipment		(1,~~392~~821	)		(~~748~~1,392	)
Total deferred tax liabilities		(1,~~392~~821	)		(~~748~~1,392	)
Net deferred tax assets	$	—		$	~~54,325~~—

Realization of the Company’s deferred tax assets is dependent upon the generation of future taxable income, the timing and amounts of which, if any, are uncertain. Based upon uncertainty regarding the Company’s ability to continue as a going concern as of December 31, 2008, the Company was unable to conclude that it is more likely than not that the deferred tax assets will be realized. Accordingly, Regent recorded a valuation allowance for substantially all of its deferred tax assets at December 31, 2008. No event occurred during the year ended December 31, 2009 that changed the conclusion reached in 2008 with respect to the realization of the deferred tax assets. As a result, Regent has maintained a valuation allowance for substantially all of its deferred tax assets.

The Company has cumulative federal and state tax loss carryforwards of approximately $205.7 million at December 31, 2009. These loss carryforwards will expire in 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.

- 87 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 2007 net deferred tax assets and liabilities in the table above include approximately $551,000 of current tax assets, which the Company has classified in other current assets in its Consolidated Balance Sheets.

The Company has cumulative federal and state tax loss carryforwards of approximately $149.5 million at December 31, 2008. These loss carryforwards will expire in 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.

The difference between the Company’s effective tax rate on loss from continuing operations before income taxes and the federal statutory tax rate arise from the following:

	2008			2007			2006
	2009			2008			2007
Federal tax expense at statutory rate		(34.0	)%		(34.0	)%		(34.0	)%
Other non-deductible expenses		01.37			0.83			0.28
Increase (decrease) in valuation allowance		~~120~~35.06			(0120.10	)		(0.41	)
Expiration of net operating losses		1.81			01.28			0.2
State tax, net of federal tax benefit		(4.40	)		(34.94	)		(53.09	)
Other		0.01			(0.10	)		(0.1	)
Effective tax rate		830.75	%		~~(37~~83.17	)%		(3937.1	)%

~~The~~Current ~~Company~~accounting ~~adopted~~guidance ~~the~~calls ~~provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting~~ for ~~Uncertainty in Income Taxes,” (“FIN 48”) on January 1, 2007. FIN 48 creates~~ a single model to address uncertainty in income tax positions, and clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures and transition. ~~Income tax uncertainties had previously been accounted for under the provisions of Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies.”~~ As a result of the implementation of ~~FIN~~the 48new accounting guidance, the Company recorded approximately $81,000 in additional liabilities for unrecognized tax benefits, which amount was recorded as an adjustment to beginning retained earnings at January 1, 2007.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits, excluding interest and penalties, is as follows:


	2009			2008

Gross unrecognized tax benefits — Beginning of year	$	430,701		$	388,077
Decrease based on tax positions settled		(42,624	)		—
Increase based on tax positions related to current year		—			42,624

Gross unrecognized tax benefits — End of year	$	388,077		$	430,701

The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. During the years ended 2009 and 2008, the Company recognized $38,420 and $59,083 of interest expense. At December 31, 2009, the total amount of net unrecognized tax benefits that, if recognized, would affect income tax expense is approximately $542,000, which includes interest of approximately $154,000. At December 31, 2008, the total amount of net unrecognized tax benefits, if recognized, would have affected income tax expense was approximately $567,000, which included accrued interest and penalties of approximately $136,000. The Company does not currently anticipate that the total amount of unrecognized tax benefits will materially increase or decrease within 12 months of the reporting date.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. The Company is no longer subject to United States federal examinations by tax authorities for years prior to 2006 and for state and local income tax examinations by tax authorities for years prior to 2005.

- 88 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	2008		2007
Gross unrecognized tax benefits — Beginning of year	$	388,077	$	388,077
Increase based on tax positions related to current year		42,624		—
Gross unrecognized tax benefits — End of year	$	430,701	$	388,077

10.

DERIVATIVE FINANCIAL INSTRUMENTS

~~The~~Under the terms of its credit agreement, the Company’s ~~policy~~was isrequired to ~~recognize~~enter into interest ~~and~~rate ~~penalties~~protection ~~accrued~~agreements onfor ~~unrecognized~~borrowings ~~tax benefits~~under asits ~~part~~Term ofA ~~income~~Loan ~~tax~~and ~~expense~~Term B Loan. Effective ~~During~~December 6, 2006, the ~~years~~Company ~~ended~~entered ~~2008~~into ~~and~~three ~~2007,~~LIBOR-based ~~the~~interest ~~Company recognized~~rate ~~$59~~swap agreements,~~083~~ ~~and~~which effectively converted $~~38,420~~115.0 million of ~~interest~~Regent’s ~~expense.~~then-outstanding variable-rate Atdebt ~~December 31,~~under ~~2008,~~ the ~~total~~Term ~~amount of~~B ~~net~~Loan ~~unrecognized~~to ~~tax~~a ~~benefits~~fixed ~~that,~~rate. ifThe ~~recognized~~swaps expire on December 11, 2011. ~~would~~Under ~~affect~~the ~~income~~agreements, ~~tax~~payments ~~expense~~are ~~is approximately~~made ~~$567,000,~~based ~~which~~on ~~includes~~a ~~interest~~fixed rate of approximately ~~$136~~4.72%,~~000~~ plus applicable margin. AtAdditionally, effective December 3115, ~~2007~~ 2006, the ~~total~~Company ~~amount~~entered ofinto two ~~net~~LIBOR-based ~~unrecognized~~interest ~~tax~~rate ~~benefits~~swap agreements, ifwhich ~~recognized,~~effectively ~~would~~converted ~~have~~$50.0 million ~~affected~~of ~~income~~Regent’s ~~tax~~then-outstanding ~~expense~~variable-rate ~~was~~debt ~~approximately~~under ~~$465~~the Term A Loan to a fixed rate. The swaps expire on December 15,~~000~~ 2011. Under the agreements, ~~which~~payments ~~included~~are ~~accrued~~made ~~interest~~based ~~and~~on ~~penalties~~a fixed rate of approximately ~~$77~~4.83%,~~000~~ plus applicable margin. ~~The~~All ~~Company~~outstanding ~~believes~~interest ~~that~~rate itswaps isare considered ~~reasonably~~free-standing ~~possible~~derivatives. ~~that~~As such, the ~~total amounts~~fair value of ~~unrecognized~~each ~~tax~~swap ~~benefits~~is ~~will~~recorded ~~decrease~~as an byasset ~~approximately~~or ~~$42~~a liability on the Company’s Consolidated Balance Sheets (included in Other long-term liabilities or Other current liabilities),~~000~~ ~~prior~~with toany resulting change in value recorded as a component of net loss. At December 31, 2009 and 2008, ~~based~~the ~~upon~~unrealized ~~resolution~~loss related to the swap transactions, inclusive of ~~income~~non-performance ~~tax~~risk, ~~audits~~was approximately $7.8 million and $11.0 million, respectively.

The Company ~~files~~is ~~income~~exposed ~~tax~~to ~~returns~~a variety of market risks, including the effects of changes in interest rates. The Company’s risk management strategy includes the ~~United~~use ~~States~~of ~~federal~~derivative ~~jurisdiction~~instruments to ~~and~~convert a portion of its debt from variable to fixed rates in order to reduce the effect of ~~various~~fluctuating ~~state~~interest ~~jurisdictions~~rates. The Company isfollows nocurrent ~~longer~~accounting ~~subject~~guidance, towhich ~~United~~requires ~~States federal~~that ~~examinations~~all byderivative ~~tax~~financial ~~authorities~~instruments, ~~for~~such ~~years~~as ~~prior~~interest torate ~~2005~~swap ~~and~~agreements, ~~for~~be ~~state~~recognized in the financial statements as assets or liabilities and ~~local~~be ~~income~~measured ~~tax~~at fair value. The Company has not ~~examinations~~designated byits ~~tax~~interest ~~authorities~~rate swap agreements as hedging instruments in 2009, 2008 or 2007. The Company recorded a loss on its interest rate swap agreements of approximately $2.9 million, $8.7 million, and $5.2 million for the years ~~prior~~ended toDecember 31, ~~2004~~2009, 2008, and 2007, respectively, which amounts are included in the Company’s Consolidated Statements of Operations in the category Realized and unrealized (loss) gain on derivatives.

911. ~~DERIVATIVE~~SAVINGS ~~FINANCIAL INSTRUMENTS~~PLANS

Under the terms of its credit agreement, the Company was required to enter into interest rate protection agreements for borrowings under its Term A Loan and Term B Loan. Effective December 6, 2006, the Company entered into three LIBOR-based interest rate swap agreements, which effectively converted $115.0 million of Regent’s then-outstanding variable-rate debt under the Term B Loan to a fixed rate. The swaps expire on December 11, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.72%, plus applicable margin. Additionally, effective December 15, 2006, the Company entered into two LIBOR-based interest rate swap agreements, which effectively converted $50.0 million of Regent’s then-outstanding variable-rate debt under the Term A Loan to a fixed rate. The swaps expire on December 15, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.83%, plus applicable margin. All outstanding interest rate swaps are considered free-standing derivatives. As such, the fair value of each swap is recorded as an asset or a liability on the Company’s Consolidated Balance Sheets (included in Other long-term assets or Other long-term liabilities), with any resulting change in value recorded as a component of net loss. At December 31, 2008 and 2007, the unrealized loss related to the swap transactions, inclusive of non-performance risk, was approximately $11.0 million and $4.4 million, respectively.

10. SAVINGS PLANS

Regent Communications, Inc. 401(k) Profit Sharing Plan

The Company sponsors a defined contribution plan covering substantially all employees. Both the employee and the Company can make voluntary contributions to the plan. ~~The~~Prior to the January 14, 2009 suspension of the Company matching contribution to the 401(k) Profit ~~matches~~Sharing Plan, the Company matched participant contributions in the form of employer stock at a rate of 50 cents for every dollar contributed up to the first 6% of compensation. Company-matched ~~The~~contributions ~~matching~~vest ~~formula~~to isthe 50employees over a three-year period after one year of service. Contribution expense was approximately $22,000, $492,000, and $496,000 in 2009, 2008 and 2007, respectively.

Regent Communications, Inc. Deferred Compensation Plan

The Company sponsors a deferred compensation plan as a vehicle for highly-compensated employees to defer compensation that they could not otherwise defer due to the limitations applicable to the Regent Communications, Inc. 401(k) Profit Sharing Plan and to provide an opportunity to share in matching contributions on a portion of such deferrals. The Board of Directors determines the Company’s matching cash contribution, if any, within 60 days after the end of the calendar year for which deferrals were made. For the 2009, 2008 and 2007 plan years, the matching contribution was 100% of the first 1% of deferrals contributed by participants, and contribution expense was approximately $15,000, $26,000 and $29,000, respectively. The Company funds participant contributions to the Plan into a Rabbi Trust Investment account as they are withheld from employees’ compensation. Participants are immediately vested in all of their deferral contributions. Matching contributions vest after attainment of age 65, termination of employment due to disability, a change in control of the Company, or if sooner, based on a vesting schedule of 33.3% after one year of service, 66.6% after two years of service, and 100% after three years of service. The Company categorizes the plan assets as trading securities which are reported at fair value, with changes in fair value recorded in consolidated net loss. The marketable securities are included in other current assets, with an offsetting liability to employees in current liabilities. At December 31, 2009, the plan assets were approximately $826,000 and plan liabilities were approximately $805,000. At December 31, 2008, the plan assets were approximately $572,000 and plan liabilities were approximately $558,000.

- 89 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~cents for every dollar contributed up to the first 6% of compensation~~12. ~~Company-matched contributions~~OTHER ~~vest~~FINANCIAL ~~to the employees over a three-year period after one year of service. Contribution expense was approximately $492,000, $496,000, and $428,000 in 2008, 2007 and 2006, respectively.~~ INFORMATION

Effective January 14, 2009, the Company suspended matching contributions to the 401(k) Profit Sharing Plan.

Regent Communications, Inc. Deferred Compensation Plan

The Company sponsors a deferred compensation plan as a vehicle for highly-compensated employees to defer compensation that they could not otherwise defer due to the limitations applicable to the Regent Communications, Inc. 401(k) Profit Sharing Plan and to provide an opportunity to share in matching contributions on a portion of such deferrals. The Board of Directors determines the Company’s matching cash contribution, if any, within 60 days after the end of the calendar year for which deferrals were made. For the 2008, 2007 and 2006 plan years, the matching contribution was 100% of the first 1% of deferrals contributed by participants, and contribution expense was approximately $26,000, $29,000 and $26,000, respectively. The Company funds participant contributions to the Plan into a Rabbi Trust Investment account as they are withheld from employees’ compensation. Participants are immediately vested in all of their deferral contributions. Matching contributions vest after attainment of age 65, termination of employment due to disability, a change in control of the Company, or if sooner, based on a vesting schedule of 33.3% after one year of service, 66.6% after two years of service, and 100% after three years of service. The Company categorizes the plan assets as trading securities which are reported at fair value, with changes in fair value recorded in consolidated net income. The marketable securities are included in other current assets, with an offsetting liability to employees in current liabilities. At December 31, 2008, the plan assets were approximately $572,000 and plan liabilities were approximately $558,000. At December 31, 2007, plan assets and liabilities were each approximately $690,000.

11. OTHER FINANCIAL INFORMATION

Property and Equipment:

Property and equipment consists of the following as of December 31 (in thousands):

	2008			2007
	2009			2008
Equipment	$	40,~~743~~978		$	40,~~279~~743
Furniture and fixtures		2,~~696~~651			2,~~399~~696
Building and improvements		14,~~210~~208			1314,~~693~~210
Land and improvements		4,140			4,~~179~~140
		61,789			60,550
		61,977			61,789
Less accumulated depreciation		(2932,~~138~~439	)		(2529,~~996~~138	)
Net property and equipment	$	3229,~~651~~538		$	3432,~~554~~651

Depreciation expense was approximately $3.97 million, $43.09 million, and $34.80 million for the years ended December 31, ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007.

Other Current Liabilities:

Other current liabilities consist of the following as of December 31 (in thousands):


	2009		2008

Accrued interest	$	2,967	$	50
Accrued professional fees		640		137
Deferred revenue		870		511
Accrued medical and dental costs		653		732
Accrued state, local, franchise and property taxes		246		373
Deferred compensation plan obligation		805		558
Accrued national representation fees		228		318
Derivative mark-to-market and interest payable		9,146		—
Accrued other		1,131		1,331

	$	16,686	$	4,010

- 90 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Other~~13. ~~Current~~FAIR ~~Liabilities:~~ VALUE OF FINANCIAL INSTRUMENTS

~~Other~~The ~~current~~Company’s financial assets and liabilities ~~consist~~reflected in the consolidated financial statements at fair value include short-term investments, marketable securities and derivative financial instruments. Fair value for short-term investments and marketable securities are determined utilizing quoted market prices at each period. 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. The Company’s non-financial assets and liabilities include goodwill and FCC licenses. As described in Note 8, the Company was required to test intangible assets for impairment during the fourth quarter of 2009. Regent uses the greenfield methodology for valuation of its FCC licenses, which allocates a start-up value to each station and employs a discounted cash flow methodology. The Company uses a market-multiple approach to value goodwill. The following astable summarizes the valuation of the Company’s financial assets and liabilities at December 31, 2009 and December 31, 2008 and non-financial assets and liabilities that were required to be measured at fair value at December 31, 2009 (in thousands):

	2008			2007
				Quoted Market		Significant
Accrued interest	$	50		$	234
				Prices for		Other			Significant
Accrued professional fees		137			567
				Identical		Observable			Unobservable
Deferred revenue		511			601
Financial and Non-Financial Asset	December 31,			Assets -		Inputs -			Inputs -
Accrued medical and dental costs		732			598
(Liability)	2009			Level 1		Level 2			Level 3
Accrued state, local, franchise and property taxes		373			641
Recurring Valuations:
Deferred compensation plan obligation		558			698
Assets:
Accrued national representation fees		318			407
Marketable securities	$	826		$	826
Accrued other		1,331			1,519
Liabilities:
	$	4,010		$	5,265
Derivative interest rate swap agreements	$	(7,890	)			$	(7,890	)
Non-recurring Valuations:
Assets:
Goodwill	$	1,020							$	1,020
FCC Licenses	$	71,700							$	71,700

~~12.~~The ~~FAIR~~following ~~VALUE~~table OFsummarizes ~~FINANCIAL~~the ~~INSTRUMENTS~~valuation of the Company’s financial assets and liabilities at December 31, 2008 (in thousands):

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157, “Fair value Measurements,” (“SFAS 157”). SFAS 157 establishes a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures about the use of fair value measurements; however, it does not require any new fair value measurements. The provisions of SFAS 157 have been applied prospectively beginning January 1, 2008 for all financial assets and financial liabilities recognized in the financial statements at fair value. For all non-financial assets and non-financial liabilities that are recognized at fair value in the financial statements on a nonrecurring basis, the Company has applied the provisions of Financial Accounting Standards Board Staff Position 157-2, “Effective Date of FASB Statement No. 157,” (“FSP 157-2”) and delayed the effective date of SFAS 157 until January 1, 2009. The Company’s non-financial assets and liabilities include long-lived assets held and used, goodwill and intangible assets, and asset retirement obligations.


				Quoted Market		Significant
				Prices for		Other			Significant
				Identical		Observable			Unobservable
	December 31,			Assets -		Inputs -			Inputs -
Financial Asset (Liability)	2008			Level 1		Level 2			Level 3
Assets:
Short-term investments	$	5		$	5
Marketable securities	$	572		$	572

Liabilities:
Derivative interest rate swap agreements	$	(10,980	)			$	(10,980	)

The Company’s ~~financial~~has ~~assets~~not ~~and~~elected ~~liabilities~~any ~~reflected~~eligible initems ~~the~~for ~~consolidated financial statements at~~ fair value ~~include short-term investments, marketable securities and derivative financial instruments~~measurement. Fair value for short-term investments and marketable securities are determined utilizing quoted market prices at each period. 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. The following table summarizes the valuation of the Company’s financial assets and liabilities at December 31, 2008 (in thousands):

- 91 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

				Quoted Market		Significant
				Prices for		Other			Significant
				Identical		Observable			Unobservable
	December 31,			Assets -		Inputs -			Inputs -
Financial Asset (Liability)	2008			Level 1		Level 2			Level 3
Assets:
Short-term investments	$	5		$	5
Marketable securities	$	572		$	572
Liabilities:
Derivative interest rate swap agreements	$	(10,980	)			$	(10,980	)

14.

COMMITMENTS AND CONTINGENCIES

In ~~February 2007~~the normal course of business, the ~~Financial~~Company ~~Accounting~~is ~~Standards~~subject ~~Board~~to ~~issued~~various ~~Statement~~regulatory proceedings, oflawsuits, claims and other matters. Such matters are subject to many ~~Financial~~uncertainties ~~Accounting~~and ~~Standards~~outcomes Noare not predictable with assurance. In August ~~159~~2008, ~~“The~~Regent, ~~Fair~~Terry S. ~~Value~~Jacobs ~~Option~~(our ~~for~~former ~~Financial~~chief ~~Assets~~executive officer), and ~~Financial~~ ~~Liabilities”~~approximately twenty other parties (~~“SFAS~~not associated ~~159”~~with Regent). ~~SFAS~~were ~~159~~named ~~permits~~as defendants in a lawsuit brought by Alan Brill and various of his related entities, toin ~~choose~~connection towith ~~measure~~Regent’s ~~many~~2003 purchase of twelve radio ~~financial~~stations ~~instruments~~from Brill Media Company LLC and ~~certain~~related entities. The plaintiffs alleged numerous claims against Regent, Mr. Jacobs and the other ~~items~~defendants, atincluding ~~fair~~without ~~value~~limitation, claims for breach of contract, intentional interference with ~~changes~~contracts, inbreach ~~fair~~of ~~value~~implied ~~recognized~~covenants inand ~~earnings~~good ~~for~~faith, ~~each~~and ~~reporting~~fraud ~~period~~and misrepresentation. The ~~adoption~~plaintiffs ofsought compensatory ~~SFAS~~and ~~159~~punitive ondamages ~~January~~in excess of $20 1,million from all parties. The complaint ~~2008~~has ~~did~~been ~~not~~amended ~~have~~to ~~any~~assert ~~affect~~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 the Company’s ~~financial~~management, ~~statements~~the aseventual resolution of such matters for amounts above those reflected in the ~~Company~~consolidated ~~did~~financial statements would not likely have ~~elect~~a ~~any~~materially ~~eligible~~adverse ~~items~~effect ~~for~~on ~~fair~~the ~~value~~financial ~~measurement~~condition of the Company.

13. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. 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 not 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 the Company’s management, the eventual resolution of such matters for amounts above those reflected in the consolidated financial statements would not likely have a materially adverse effect on the financial condition of the Company.

The Company has contracted with Ibiquity Digital Corporation for the right to convert 60 radio stations to digital or high definition radio over a six-year period, which contract began in 2005.

The Company leases certain facilities and equipment used in its operations. Certain of the Company’s operating leases contain renewal options, escalating rent provisions, and/or cost of living adjustments. Total rental expenses were approximately $2.54 million, $2.15 million and $12.81 million, in ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007, respectively.

At December 31, 2009, the total minimum annual rental commitments under non-cancelable leases are as follows (in thousands):


	Operating		Capital
	Leases		Leases

2010	$	1,549	$	112
2011		1,269		83
2012		1,203		36
2013		1,122		11
2014		1,067		3
Thereafter		3,269		2

Total minimum payments	$	9,479		247


Amount representing interest				18


Present value of net minimum lease payments			$	229

- 92 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2008, the total minimum annual rental commitments under non-cancelable leases are as follows (in thousands):

	Operating		Capital
	Leases		Leases
2009	$	1,640	$	100
2010		1,140		74
2011		1,078		45
2012		930		14
2013		807		7
Thereafter		3,110		2
Total minimum payments	$	8,705		242
Amount representing interest				28
Present value of net minimum lease payments			$	214

The Company classifies the current portion of capital leases in other current liabilities and the long-term portion in other long-term liabilities. The cost and accumulated depreciation associated with assets under capital leases is considered insignificant.

15.

QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

All adjustments necessary for a fair statement of (loss) income for each period have been included (in thousands, except per share amounts):


	1st Quarter			2nd Quarter		3rd Quarter			4th Quarter
	ended			ended		ended			ended			Total
	March 31			June 30		Sept. 30			Dec. 31			Year

2009
Net broadcast revenues	$	18,263		$	22,766	$	21,811		$	21,301		$	84,141
Operating (loss) income		(30,355	)		5,026		3,648			(9,005	)		(30,686	)
(Loss) income from continuing operations		(32,507	)		3,171		(442	)		(14,204	)		(43,982	)
NET (LOSS) INCOME:	$	(32,507	)		3,171		(442	)		(14,204	)		(43,982	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE⁽¹⁾⁽²⁾:
Net (loss) income per common share	$	(0.81	)	$	0.08	$	(0.01	)	$	(0.35	)	$	(1.08	)

2008
Net broadcast revenues	$	20,833		$	26,482	$	25,328		$	23,697		$	96,340
Operating income (loss)		3,610			7,091		(60,165	)		6,131			(43,333	)
(Loss) income from continuing operations		(3,369	)		5,609		(46,265	)		(75,377	)		(119,402	)
NET (LOSS) INCOME:	$	(3,010	)		5,679		(46,292	)		(75,368	)		(118,991	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE⁽¹⁾⁽²⁾:
Net (loss) income per common share	$	(0.08	)	$	0.15	$	(1.19	)	$	(1.93	)	$	(3.06	)


⁽¹⁾		The sum of the quarterly net (loss) income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter.

⁽²⁾		Despite net income for each of the second quarters of 2009 and 2008, net income per common share was the same for both the basic and diluted calculation.

- 93 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1416. ~~QUARTERLY~~RECENTLY ~~FINANCIAL~~ISSUED ~~INFORMATION~~ACCOUNTING ~~(UNAUDITED):~~PRONOUNCEMENTS

~~All~~In ~~adjustments~~June 2009, ~~necessary~~the ~~for~~Financial aAccounting ~~fair~~Standards ~~statement~~Board (“FASB”) issued Statement of Financial Accounting Standards (~~loss~~“SFAS”) No. ~~income~~168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Account Principles — a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for ~~each~~SEC registrants. ~~period~~This ~~have~~statement was incorporated into Accounting Standards Codification (“ASC”) ~~been~~105, ~~included~~“Generally Accepted Accounting Principles” under the new FASB codification (“Codification”) which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in ~~thousands~~the Codification will become non-authoritative. The Company adopted this standard during the third quarter of 2009. The Company has included the references to the Codification, ~~except~~as ~~per~~appropriate, ~~share~~in ~~amounts):~~these consolidated financial statements. Adoption of this statement did not have an impact on the Company’s consolidated results of operations, cash flows or financial condition.

	1st Quarter			2nd Quarter		3rd Quarter			4th Quarter
	ended			ended		ended			ended			Total
	March 31			June 30		Sept. 30			Dec. 31			Year
2008
Net broadcast revenues	$	20,833		$	26,482	$	25,328		$	23,697		$	96,340
Operating income (loss)		3,610			7,091		(60,165	)		6,131			(43,333	)
(Loss) income from continuing operations		(3,369	)		5,609		(46,265	)		(75,377	)		(119,402	)
NET (LOSS) INCOME:	$	(3,010	)		5,679		(46,292	)		(75,368	)		(118,991	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE(1)(2):
Net (loss) income per common share	$	(0.08	)	$	0.15	$	(1.19	)	$	(1.93	)	$	(3.06	)
2007
Net broadcast revenues	$	21,508		$	25,736	$	25,729		$	24,939		$	97,912
Operating income (loss)		2,438			6,241		6,464			(156,824	)		(141,681	)
(Loss) income from continuing operations		(1,233	)		2,966		(1,351	)		(103,252	)		(102,870	)
NET (LOSS) INCOME:	$	(1,199	)	$	3,040	$	(1,289	)	$	(103,126	)	$	(102,574	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE(1)(2) :
Net (loss) income per common share	$	(0.03	)	$	0.08	$	(0.03	)	$	(2.69	)	$	(2.68	)

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. SFAS 160 was incorporated into ASC 810, “Consolidation” (“ASC 810”) and requires companies to present minority interest separately within the equity section of the balance sheet. The Company adopted this statement as of January 1, 2009 and it had no impact on the Company’s consolidated results of operations, cash flows or financial condition.

(1)		The sum of the quarterly net income (loss) per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter.
(2)		Despite net income for each of the second quarters of 2008 and 2007, net income per common share was the same for both the basic and diluted calculation.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161was incorporated into ASC 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement became effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted this statement on January 1, 2009 and the adoption had no impact on the Company’s results of operations, cash flows or financial condition. (See Note 13 — Fair Value of Financial Instruments.)

In May 2009, the FAB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was incorporated into ASC 855, “Subsequent Events” (“ASC 855”). This statement was effective for interim or annual reporting periods after June 15, 2009. ~~RECENTLY~~ASC ~~ISSUED~~855 ~~ACCOUNTING~~sets ~~PRONOUNCEMENTS~~forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. This statement became effective for the Company’s financial statements as of June 30, 2009.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141R”). SFAS 141R requires an acquirer to recognize all of the fair values of acquired assets, including goodwill, and assumed liabilities, with limited exceptions, even in instances where the acquirer has not acquired 100% of its target. SFAS 141R also requires that contingent consideration be measured at fair value at that acquisition date and included on that basis in the purchase price consideration. Under SFAS 141R, transaction costs would be expensed as incurred. SFAS 141R amends Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” to require the acquiring entity to recognize changes in the amount of its deferred tax benefits that are recognizable due to a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, based upon the circumstances. SFAS 141R is effective for fiscal years beginning after December 15, 2008. Adoption is prospective and early adoption is not permitted. Regent will apply this statement prospectively to business combinations that occur

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~subsequent~~In toApril 2008, ~~its~~the ~~January~~FASB issued FASB Staff Position No. 1142-3, ~~2009~~“Determination ~~effective~~of ~~date,~~the Useful ~~except~~Lives ~~for~~of Intangible Assets” (“FSP 142-3”. FSP 142-3 amends the ~~accounting~~factors ~~for~~that ~~valuation~~should be ~~allowances~~considered onin ~~deferred~~developing ~~taxes~~renewal ~~and~~or ~~acquired~~extension ~~tax~~assumptions ~~contingencies~~used ~~associated~~to ~~with~~determine ~~acquisitions.~~the useful life ~~During~~of an intangible asset. Under the ~~third~~new ~~quarter~~codification ofthis ~~2008~~interpretation was incorporated into two different ASCs, ~~the~~ASC ~~Company~~275, ~~expensed~~“Risks ~~all~~and ~~acquisition-related~~Uncertainties’ ~~costs~~(“ASC 275”) and ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). This interpretation was effective for financial ~~potential~~statements ~~business~~issued ~~combinations~~for ~~that~~fiscal ~~were~~years beginning after December 15, 2008 and interim periods within those years. The Company adopted the staff position on January 1, 2009, and it did not ~~consummated~~have ~~prior~~a tomaterial impact on the ~~adoption~~Company’s consolidated results of ~~SFAS~~operations, cash flows ~~141R~~or financial condition.

In ~~December~~June ~~2007~~2009, the FASB issued ~~Statement~~SFAS ~~of Financial Accounting Standards~~ No~~. 160~~ 167, “~~Noncontrolling~~Amendments ~~Interests~~to inFASB ~~Consolidated~~Interpretation ~~Financial Statements — an amendment of ARB~~ No. ~~51”~~ 46(R)” (“SFAS ~~160~~167”)., ~~SFAS~~which ~~160~~amended ~~clarifies~~ the ~~classification~~consolidation ofguidance ~~noncontrolling~~for ~~interests~~variable-interest inentities ~~consolidated~~in ~~statements~~ASC of810, ~~financial~~“Consolidations.” ~~position~~The ~~and~~amendments include: (1) the ~~accounting~~elimination ~~for and reporting~~ of ~~transactions~~ ~~between~~ the ~~reporting entity and holders of such noncontrolling interests.~~exemption ~~Under~~for ~~SFAS~~qualifying ~~160,~~special ~~noncontrolling~~purpose ~~interests~~entities ~~are~~(2) a ~~considered~~new ~~equity~~approach ~~and~~for ~~would~~determining bewho ~~reported as an~~should ~~element~~consolidate ofa ~~consolidated~~variable-interest ~~equity~~entity, ~~net income will encompass the total income of all consolidated subsidiaries~~ and ~~separate~~(3) changes ~~disclosure~~to onwhen ~~the~~it ~~face~~is ofnecessary ~~the~~to ~~income statement of the~~reassess ~~attribution~~who ofshould ~~that~~consolidate ~~income~~a ~~between the controlling and noncontrolling interests, and increases and decreases in the noncontrolling ownership~~ variable-interest ~~amount will be accounted for as equity transactions~~entity. ~~SFAS~~This ~~160~~statement is effective for ~~the~~financial statements ~~first~~issued ~~annual~~for ~~reporting~~fiscal ~~period~~ years beginning ~~on or~~ after ~~December~~November 15, ~~2008, and earlier application is prohibited~~2009. The Company will adopt the provisions of SFAS ~~160~~167 on January 1, ~~2009,~~2010 and ~~does~~is ~~not~~currently ~~anticipate~~the ~~a material~~ impact ~~from~~this statement ~~adoption~~will have on ~~its~~the ~~financial~~Company’s ~~position~~consolidated ~~and~~ results of operations, cash flows and financial position.

In ~~March~~December ~~2008~~2007, the FASB issued Statement of Financial Accounting Standards No. ~~161,~~ 141(R), “~~Disclosures~~Business ~~about~~Combinations” ~~Derivative~~(“SFAS ~~Instruments~~141R”), ~~and~~which ~~Hedging~~was ~~Activities~~incorporated —into anASC ~~amendment of FASB~~805, ~~Statement~~“Business ~~No. 133,~~Combinations” (“~~SFAS~~ASC ~~161~~805”). ~~SFAS~~ASC ~~161~~805 requires ~~entities~~an acquirer to ~~provide~~recognize ~~enhanced~~all ~~disclosures~~of the ~~regarding:~~fair ~~how~~values of acquired assets, including goodwill, and ~~why~~assumed anliabilities, ~~entity~~with ~~uses~~limited exceptions, ~~derivative~~even ~~instruments;~~in ~~how~~instances ~~derivative~~where ~~instruments~~the ~~and~~acquirer has not acquired 100% of its target. ASC ~~related~~805 ~~hedged~~also ~~items~~requires ~~are~~that ~~accounted~~contingent ~~for~~consideration ~~under~~be ~~Statement~~measured ~~133~~at ~~and~~fair ~~its~~value ~~related~~at ~~interpretations;~~that acquisition date and ~~how~~included ~~derivative~~on ~~instruments~~that ~~and~~basis ~~related~~in ~~hedged~~the ~~items~~purchase ~~affect~~price anconsideration. ~~entity’s~~Under ~~financial~~ASC ~~position~~805, ~~financial~~transaction ~~performance~~costs ~~and~~would ~~cash~~be ~~flows~~expensed as incurred. ~~SFAS~~ASC ~~161~~805 isamends ~~effective~~ASC ~~for~~740-10 ~~fiscal~~“Income Taxes” ~~years~~(“ASC ~~and~~740”) to require the acquiring entity to recognize changes in the amount of its ~~interim~~deferred ~~periods~~tax benefits that are recognizable due to a business combination either in income ~~beginning~~from ~~after~~continuing ~~November 15,~~operations ~~2008~~in the period of the combination or directly in contributed capital, ~~with~~based ~~earlier~~upon ~~application~~the ~~allowed~~circumstances. ~~The~~ASC ~~Company~~805 ~~will~~is ~~adopt~~effective for fiscal years beginning ~~SFAS~~after ~~161~~December 15, 2008. Regent adopted this statement on January 1, 2009, ~~and~~with ~~will~~no ~~provide~~effect on the ~~appropriate~~Company’s ~~required~~consolidated ~~disclosures~~results atof ~~that time~~operations, cash flows or financial position.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in Financial Accounting Standards No. 128, “Earnings per Share.” Under the guidance in FSP 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP 03-6-1 is effective on January 1, 2009 and prior-period earnings per share data will be adjusted retrospectively. The Company is currently evaluating the impact, if any, that the adoption of FSP 03-6-1 will have on its financial statements.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In February 2009, the FASB issued SFAS No. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies,” which allows an exception to the recognition and fair value measurement principles of ASC 805. This exception requires that acquired contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. This statement update was effective for the Company as of January 1, 2009 for all business combinations that closed on or after January 1, 2009, and it did not have an impact on the Company’s consolidated results of operations, cash flows or financial position.

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

			ADDITIONS
	BALANCE		CHARGED			CHARGED					~~BALANCE~~	BALANCE
	AT		TO			~~CHARGED~~ TO					AT
	BEGINNING		COSTS AND			OTHER					THE END
	OF PERIOD		EXPENSES			ACCOUNTS		DEDUCTIONS(1)			OF PERIOD
Allowance for doubtful accounts:
Years ended December 31,
2009	$	527		694			—		709		$	512
2008	$	651		446			—		570		$	527
2007	$	898		286			—		533		$	651
2006	$	802		632			—		536		$	898
Deferred tax asset valuation allowance:
Years ended December 31,
2008	$	2,906		79,127	(2)		—		1,134	(3)	$	80,899
2009	$	80,899		16,081	(2)		—		495	(3)	$	96,485
2007	$	3,119		64	(4)		—		277	(5)	$	2,906
2008	$	2,906		79,127	(4)		—		1,134	(5)	$	80,899
2006	$	3,283		84	(6)		—		248	(7)	$	3,119
2007	$	3,119		64	(6)		—		277	(7)	$	2,906

(1)		Represents accounts written off to the reserve.
(2)		Represents a valuation allowance recorded for change in net deferred tax assets, principally related to the impairment of indefinite-lived intangible assets.
(3)		Represents the release of valuation allowance for federal and state net operating loss carryforwards that expired or were utilized in ~~2008~~2009.
(4)		Represents a valuation allowance recorded for ~~state~~ net ~~operating~~deferred ~~loss~~tax ~~carryforwards generated in 2007 and scheduled to expire prior to 2017~~assets.
(5)		Represents the release of valuation allowance for federal and state net operating loss carryforwards that expired or were utilized in ~~2007~~2008.
(6)		Represents a valuation allowance recorded for state net operating loss carryforwards generated in ~~2006~~2007 and scheduled to expire prior to 2017.
(7)		Represents the release of valuation allowance for federal and state net operating loss carryforwards that expired or were utilized in ~~2006~~2007.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

~~The~~Disclosure ~~Company~~Controls ~~maintains disclosure controls~~ and ~~procedures that are designed to ensure that~~Procedures information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) 96or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the desired control objectives, and the Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level of reasonable assurance.

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~~benefit~~The ~~relationship~~Company has carried out an evaluation, under the supervision and with the participation of the ~~possible~~Company’s ~~controls~~Disclosure Committee and management, including the Company’s Chief Executive Officer and ~~procedures.~~the ~~The~~Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures ~~are~~as ~~designed~~of tothe ~~provide~~end aof the period covered by this report, ~~reasonable~~pursuant ~~level~~to ofExchange ~~assurance~~Act ofRules 13a-15(e) ~~reaching~~or ~~the~~Rule 15d-15(e). ~~desired~~Based ~~control objectives,~~on ~~and~~the foregoing, the Company’s Chief ~~certifying~~Executive ~~officers~~Officer and Chief Financial Officer have concluded that ~~the~~our ~~Company’s~~ disclosure controls and procedures ~~are~~(as ~~effective~~defined in ~~reaching~~Rule 13a-15(e) ~~that~~or ~~level~~Rule 15d-15(e) under the Securities Exchange Act of 1934, ~~reasonable~~as ~~assurance~~amended (the Exchange Act)), are effective.

~~The~~Internal ~~Company~~Control ~~has~~Over carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and management, including the Company’s Chief Executive Officer and the Company’s Chief Financial ~~Officer, of the effectiveness of the design and operation of the~~Reporting Company’s disclosure controls and procedures as of the end of the period covered by this report, pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

There ~~has~~have been no ~~change~~changes in the Company’s internal ~~controls~~control over financial reporting ~~during~~ identified in connection with the ~~quarter~~evaluation ~~ended~~required ~~December~~by paragraph (d) ~~31,~~of ~~2008~~Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, ~~the~~our ~~Company’s~~ internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Refer to Item 8 for information pertaining to Management’s annual report on internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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PART III


ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~The~~Size ~~information~~of ~~required by this Item 10 is hereby incorporated by reference from our definitive Proxy Statement, and specifically from~~ the ~~portions~~Board ~~thereof captioned “Section 16 (a) Beneficial Ownership Reporting Compliance,” “Compensation~~ of ~~Non-Employee~~ Directors~~,” “Election of~~ ~~Directors” and “Executive Officers,” to be filed in April 2009 in connection with the 2009 Annual Meeting of Stockholders presently scheduled to be held on June 3, 2009.~~

On March 17, 2009, and in conjunction with an agreement between the Company and certain parties, described below, the Company’s Board of Directors met and voted to reduce the size of the Board from seven members to six members.

Procedures for Nomination of Director Candidates

Director candidates are nominated by the Company’s Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s charter directs the Committee to investigate and assess the background and skills of potential candidates. The Committee is empowered to engage a third party director search firm to assist, but the Committee to date has not engaged or paid any fees to any such firm. The Committee believes that the existing directors and executive officers of the Company have significant networks of business contacts from which suitable candidates will be identified when necessary.

Generally, once a candidate is identified for serious consideration, one or more members of the Nominating and Corporate Governance Committee will initially interview such candidate to evaluate the candidate’s qualifications and level of potential interest in serving on the Company’s Board of Directors. If the candidate merits further consideration, meetings then will be arranged to the fullest extent feasible and practical, individually or collectively, with other members of the Nominating and Corporate Governance Committee, other directors and the Company’s Chief Executive Officer and other executive officers. The Nominating and Corporate Governance Committee next would obtain feedback from all persons who participated in those meetings and then determine whether or not to nominate the candidate.

In addition, the Company’s Corporate Governance Guidelines provide that stockholders of the Company may propose nominees for election at Regent’s Annual Meeting of Stockholders for consideration by the Nominating and Corporate Governance Committee upon submitting the names and qualifications of such persons to the Committee no later than December 31 of any year. Submissions must be made to the Committee c/o Regent Communications, Inc., Secretary, 2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202, which submissions will then be forwarded to the Nominating and Corporate Governance Committee. The Committee would then evaluate the possible nominee and would consider such person in comparison to all other candidates. No such stockholder nominations have been received by the Company since January 1, 2009.

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In September 2007, the Company entered into an agreement with Riley Investment Management LLC (“RIM”), John J. Ahn, Joseph P. Hannan and other parties, providing RIM the right to propose two nominees for election to Regent’s Board of Directors. RIM initially proposed Messrs. Ahn and Hannan, each of whom was subsequently elected to the Board. In April 2008, Mr. Hannan resigned from Regent’s Board of Directors. RIM nominated Mr. DeLorenzo to replace Mr. Hannan, and Mr. DeLorenzo was subsequently elected to the Regent Board of Directors. In March 2009, Regent entered into a new agreement with RIM and Riley Investment Partners Master Fund, L.P. (together ^“Riley”), the material terms of which are as follows:

•

Regent’s Board of Directors accepted the recommendations of the Nominating and Corporate Committee to reduce the size of the Board to six directors and continuing thereafter until such time as the Board may take further action to either increase or decrease the size of the Board;

•

The Board accepted the recommendations of the Nominating and Corporate Governance Committee that all of Regent’s incumbent directors, other than Mr. Sutter, be nominated for re-election to Regent’s Board of Directors at the 2009 Annual Meeting, and that John H. Wyant be appointed Chairman of the Board effective immediately;

•

Riley will not nominate any person for election to Regent’s Board in connection with Regent’s 2009 Annual Meeting of Stockholders, will not call for any special meeting of Regent’s stockholders, and will not nominate any person for election to Regent’s Board at any special or annual meeting of Regent’s stockholders or form or join a group or act in concert with any person or entity to change the composition of Regent’s Board through December 31, 2009;

•

Unless approved by a majority of Regent’s Board, including the approval of either Mr. Ahn or Mr. DeLorenzo, Regent’s bylaws will not be amended with respect to calling a special meeting of stockholders until at least two months after no designees of Riley serve on Regent’s Board; and

•

Except as otherwise specifically provided in the agreement, unless Regent’s Board fails to take the actions specified above, all covenants and restrictions set forth in the agreement will lapse and be of no further effect as of 11:59 p.m. on December 31, 2009.

In conjunction with this agreement, William P. Sutter, Jr. submitted his resignation as a member of the Board of Directors and from the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Sutter also resigned as the Chairman of the Board and as Chairman of the Nominating and Corporate Governance Committee. A copy of the agreement was filed as Exhibit 10.1 to Regent’s Form 8-K filed March 19, 2009.

Considerations in Evaluating Candidates for Directors

The Company’s Corporate Governance Guidelines set forth the following guidelines for the qualifications desired for directors: highest personal and professional ethics and integrity; willingness and ability to devote sufficient time to carrying out the duties of a director effectively; and the diversity of experience, age, skills and other factors possessed by the candidate that will best serve the needs of the Company and its stockholders in combination with the other directors. In addition, a director of the Company generally should not serve on more than three other public company boards of directors.

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Information Regarding Directors

The following individuals were elected to serve as Directors at our Annual Meeting of Stockholders on June 3, 2009, and served until our emergence from Chapter 11 on April 27, 2010.

JOHN J. AHN (Age 45)

Mr. Ahn served as a director of Regent from September 2007 to April 27, 2010. Since October 2005, Mr. Ahn has served as a principal of Riley Investment Management LLC, an investment firm specializing in investing in public equities. From January 2004 through December 2005, Mr. Ahn served as general partner for ISA Capital Management, an investment company that focused on investing in public equities and distressed debt. From March 2003 through January 2004, Mr. Ahn was managing director of Maxcor Financial, a company that specialized in the trading of high-yield and distressed debt. From April 1995 through May 2003, Mr. Ahn was a partner with Standard Capital Group. Mr. Ahn also serves as a director for MAIR Holdings Inc., a publicly traded company. Mr. Ahn’s qualifications to serve on the Board include his experience in working with companies in financial distress to resolve liquidity requirements and reach restructuring arrangements with lenders.

JOHN F. DELORENZO (Age 51)

Mr. DeLorenzo served as a director of Regent from April 2008 to April 27, 2010. Since May 2008, Mr. DeLorenzo has served as the manager of Trenwest Development LLC, an investment company which he founded in 1996 and operated through 1999. From 2002 through 2008, Mr. DeLorenzo served as the executive vice president, treasurer and chief financial officer of Entravision Communications Corporation, a Spanish-language media company. From 1999 to 2002, Mr. DeLorenzo served as a media investment banking consultant. In 1999, Mr. DeLorenzo served as executive vice president and chief financial officer of Paxson Communications, a television broadcaster. From 1988 to 1996, he was executive vice president and chief financial officer of Act III Communications, a broadcasting, publishing and movie theater exhibition holding company. Prior to 1988, Mr. DeLorenzo worked at Renaissance Communications and Fox Television, both broadcasting companies.

ANDREW L. LEWIS, IV (Age 53)

Mr. Lewis served as a director of Regent from May 2005 to April 27, 2010. Since 1989, Mr. Lewis has been an independent business consultant and entrepreneur, providing a range of consulting services to start-up and other businesses in the areas of strategic planning, financing and marketing. Mr. Lewis also serves as a board member and advisor since January 1986 to Brynwood Partners, a privately-held investment partnership. From 1986 to 2000, Mr. Lewis served as a director of Air Express International Corporation, a transportation logistics provider, and from 1987 to 2000, he served as a director of Hurco Companies, Inc., an automation company in the metal cutting and forming industry: both of which companies were publicly traded and investments of Brynwood Partners I, L.P. From July 1993 to December 1995, he also served as managing partner of KRR Partners, L.P., an investment partnership. Mr. Lewis currently serves as a member of the Delaware County Council in Media, Pennsylvania. Mr. Lewis’ qualifications to serve on the Board include his experience in advising companies on attracting investment capital, and in strategies to improve marketing efforts to increase revenue from customers and potential customers.

TIMOTHY M. MOONEY (Age 62)

Mr. Mooney served as a director of Regent from July 2003 to April 27, 2010. Since August 2004, he has been the vice president of operations of St. Xavier High School in Cincinnati, Ohio, one of the nation’s largest Jesuit high schools. From May 1996 through December 2002, Mr. Mooney served as executive vice president and chief financial officer of Kendle International Inc., a publicly traded company that provides clinical research services to pharmaceutical and biotechnology companies. He also served as a director of Kendle beginning in January 1997 until his retirement from the company in December 2002. Prior to joining Kendle, Mr. Mooney served as the chief financial officer of two other publicly traded companies, The Future Now, Inc., a computer reseller, and Hook-SupeRx, Inc., a retail drugstore chain. Prior to May 1988, he was a partner with Coopers & Lybrand, a predecessor to PricewaterhouseCoopers LLP. Since November 2008, Mr. Mooney has served as a director of Kendle International Inc. Mr. Mooney’s qualifications to serve on the Board of Directors include his chief financial officer experience and as a partner of a “Big 4” accounting firm, thus helping to guide the Company and management during a period of financial distress and default on its credit facility to maintain operating liquidity.

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WILLIAM L. STAKELIN (Age 67)

Mr. Stakelin has been President, Chief Executive Officer and a director of Regent since September 2005 and served in those capacities to April 30, 2010. Prior to that time, Mr. Stakelin served as President, Chief Operating Officer, Secretary and a director of Regent since its incorporation in November 1996. He served as executive vice president and chief operating officer of a privately-held radio broadcast company under the name “Regent Communications, Inc.” (“Regent I”), which acquired and operated 23 radio stations from 1995 until its merger into Jacor Communications, Inc. in February 1997. Mr. Stakelin served as president and chief executive officer of Apollo Radio, Ltd., a privately-held radio broadcast company, which he co-founded in 1988 and which acquired and operated nine radio stations prior to its sale to Regent I in 1995. He currently serves as a director of the Radio Advertising Bureau and the Bayliss Foundation, both of which are industry trade associations. Mr. Stakelin’s qualifications to serve on the Board of Directors include his forty-plus years of experience in the radio industry and in managing broadcast properties.

JOHN H. WYANT (Age 63)

Mr. Wyant has served as a director of Regent from June 1998 to April 27, 2010. Mr. Wyant has served as president of Blue Chip Venture Company, a venture capital investment firm, since its formation in 1990. Blue Chip Venture Company, together with its affiliates, manages an aggregate of approximately $550 million of committed capital for investment in privately-held high-growth companies. Mr. Wyant is also a director of a number of privately-held companies. Mr. Wyant’s qualifications to serve on the Board of Directors include his experience in advising companies on attracting investment capital, and in understanding what outside investors may require of a company undergoing financial stress.

On April 27, 2010 the following individuals were elected by the holders of our new common stock, issued to our lenders in fulfillment of our Plan of Reorganization, on April 27, 2010.

STEPHEN KAPLAN (Age 51)

Stephen Kaplan is the head of the Principal Group at Oaktree Capital Management L.P. (“Oaktree”). He joined Oaktree in 1995, having previously served as a Managing Director of TCW and portfolio manager of TCW Special Credits Fund V — The Principal Fund. Prior to joining TCW in 1993, Mr. Kaplan was a partner with the law firm of Gibson, Dunn & Crutcher and responsible for that firm’s East Coast bankruptcy and workout practice. During his career as an attorney, Mr. Kaplan specialized in transactions involving the purchase and sale of companies undergoing financial restructurings. Mr. Kaplan graduated with a B.S. degree in Political Science summa cum laude from the State University of New York at Stony Brook and a J.D. from the New York University School of Law.

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B. JAMES FORD (Age 41)

B. James Ford currently serves as a Managing Director at Oaktree. Mr. Ford joined Oaktree in 1996 following graduation from the Stanford Graduate School of Business. Prior thereto, Mr. Ford served as a consultant at McKinsey & Co. and a financial analyst in the Investment Banking Department of PaineWebber Incorporated. Previously, he was an acquisitions analyst for National Partnership Investments Corp., a real estate investment firm. In addition to an M.B.A. from Stanford, Mr. Ford received a B.A. degree in Economics from the University of California at Los Angeles.

ANDREW SALTER (Age 33)

Andrew Salter currently serves as Senior Vice President of Oaktree. Prior to joining Oaktree in 2001, Mr. Salter was Director of Business Development at RiverOne Inc., a software company, where he worked primarily on acquisition strategy, fundraising and product development. Prior thereto, he was an Investment Banking Analyst at Donaldson, Lufkin and Jenrette. Mr. Salter received a B.A. degree in Economics from Stanford University.

DAVID QUICK (Age 30)

David Quick currently serves as Vice President of Oaktree. Prior to joining Oaktree in 2004, Mr. Quick spent two years as an Analyst at UBS Investment Bank in Los Angeles, gaining experience in mergers and acquisitions, leveraged buyouts, initial public offerings and debt financings. Prior experience includes internships at Johnson Control, Inc. and Paine Webber, Inc. Mr. Quick received a B.B.A. degree with distinction with an emphasis in Finance and Accounting from the School of Business Administration at the University of Michigan.

STEVEN PRICE (Age 48)

On May 2, 2010, Steven Price, 48 years old, was appointed as chairman, president and chief executive officer of the Company. Mr. Price was also appointed to the Board of Directors of the Company.

Mr. Price co-founded media investment firm FiveWire Ventures, LLC in 2009. Prior to co-founding FiveWire, from 2006 until 2009, Mr. Price was a Senior Managing Director at New York-based private equity firm Centerbridge Partners, L.P. and, from 2004-2006, he held a similar position at Spectrum Equity Investors, L.P. From 2001-2004, Mr. Price served in the Pentagon as Deputy Assistant Secretary of Defense (Spectrum, Space, and Communications). Prior to joining the Pentagon, he served as President and CEO of LiveWire Ventures, LLC from 1998 until 2001, a software and services company he co-founded with Stuart Rosenstein. Mr. Price was also formerly an executive of PriCellular Corporation from 1993 until 1998, most recently serving as the President and Chief Executive Officer. PriCellular, a publicly traded cellular phone operator focused on small to mid-sized markets, was acquired by an AT&T predecessor entity in 1998. Mr. Price currently serves on the board of directors of SmartBrief, Inc. Mr. Price previously served on the board of directors of Classic Media, Inc., from 2005 until 2006, and QTC Management, Inc. from 2005 until 2006.

None of the above named directors or former directors have any family relationships with any other nominee or with any executive officers of the Company.

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Director Compensation

In accordance with our Plan of Reorganization, immediately following the effectiveness of the Plan and issuance of the new common stock of the reorganized Company, each holder of such new common stock was deemed to automatically contribute such new common stock to Regent Holdings LLC (“Holdings”) in exchange for the issuance by Holdings to each such holder’s pro rata share of the common units of Holdings. As a result of this transaction Holdings became the sole stockholder of the Company.

Until such time as the new directors establish a new director compensation plan, Holdings will pay all reimbursable out-of-pocket costs and expenses incurred by each member of the new Board incurred in the course of their service, including in connection with attending regular and special meetings of the new Board, any board of managers or board of directors of Holdings or any of the Company’s subsidiaries and/or any of their respective committees. It is anticipated that the directors will not receive any compensation for serving in such capacity, except for any additional directors appointed to the new Board, the compensation of which will be subject to the approval of the holder(s) in accordance with the terms of the limited liability company agreement of Holdings.

Transactions with Directors

Messrs. Kaplan, Ford, Salter and Quick, each a newly-appointed director, is related to Oaktree described above. Pursuant to the Plan and on the Effective Date, Oaktree and funds controlled by it were issued new common stock in exchange for their first lien debt claims, which were automatically converted into common units of Holdings. The Company did not engage in transactions with any of the Directors who served on the Board during 2009 and through April 27, 2010, other than Mr. Stakelin who served as the Company’s President and CEO who at all times had an employment agreement with the Company.

Meetings of the Board of Directors and Attendance

During the year ended December 31, 2009, the Board held four regularly scheduled meetings and 14 special meetings. Each director attended or participated in at least 90% of the meetings of the Board of Directors and of all committees on which he served in 2009.

The Board also regularly holds executive sessions of those members of the Board who meet the then current standards of independence. Such meetings have occurred during scheduled meetings of the full Board of Directors, at which time all members of the company’s management team and non-independent directors are excused. The independent directors also could convene an executive session separately from any scheduled Board meeting if deemed appropriate. In 2009, the independent directors held six executive sessions in conjunction with regularly scheduled Board meetings. Executive sessions of the Board of Directors are chaired by the independent director as determined by the independent directors collectively to have the requisite experience and knowledge regarding the matters being discussed in a particular executive session. The Board of Directors believes that this practice, coupled with the fact that the Board has elected an independent Chairman of the Board, provides for effective leadership of all executive sessions.

The Company does not maintain a policy regarding director attendance at the company’s Annual Meetings of Stockholders. Three of the six directors elected at the June 3, 2009 Annual Meeting of Stockholders were in attendance at the meeting.

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Determination of Independence

The Board of Directors determined that Messrs. Ahn, DeLorenzo, Lewis, Mooney and Wyant are independent directors in accordance with the standards of Rule 4200(a)(15) of the National Association of Securities Dealers listing standards for issuers whose securities are listed on The Nasdaq Stock Market (“Nasdaq”). Mr. Stakelin was not an independent director based on his employment by the Company within the past three years. Accordingly, approximately 83% of the Company’s Board of Directors was comprised of independent directors during 2009.

Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as described below.

Audit Committee. The Audit Committee consisted of four directors during 2009, and to April 27, 2010, Messrs. Mooney (Chairman), Ahn, DeLorenzo and Lewis, all of whom are independent directors as discussed above and satisfy the audit committee qualification standards contained in Rule 4350(d)(2) of the National Association of Securities Dealers listing standards. The Board of Directors also determined that Mr. Mooney was an audit committee financial expert until April 27, 2010.

Since April 27, 2010, Messrs Quick and Salter have served on the Audit Committee, and the Board of Directors has determined that Mr. Quick is an audit committee financial expert.

The Audit Committee’s functions include the engagement of the company’s independent registered public accounting firm, review of the results of the audit engagement and the Company’s financial results, review of the auditors’ independence, review of the effectiveness of the Company’s internal controls and similar functions, and the approval of all auditing and non-auditing services performed by the independent auditors of the company. The Audit Committee’s charter was available on the Company’s website at www.regentcomm.com through April 30, 2010 by selecting the “Investor Information” tab and then selecting “Corporate Governance.” The Audit Committee held seven meetings during 2009.

Compensation Committee. The Compensation Committee consisted of five directors during 2009 and to April 27, 2010. Messrs. Wyant (Chairman), Ahn, DeLorenzo, Lewis and Mooney, all of whom are independent directors as discussed above. The basic function of the Compensation Committee is to review and establish salaries, bonuses and other elements of compensation for the Company’s chief executive officer and other executive officers, as well as to determine equity incentive awards for such officers and other key employees. The Compensation Committee has adopted a charter, which was available on the Company’s website at www.regentcomm.com by selecting the “Investor information” tab and then selecting “Corporate Governance.” The Compensation Committee held four meetings during 2009.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consisted of five directors during 2009 and to April 27, 2010. Messrs. Lewis (Chairman), Ahn, DeLorenzo, Mooney and Wyant, all of whom are independent as discussed above. The primary purpose of the Nominating and Corporate Governance Committee is to develop and recommend to the Board corporate governance policies and guidelines for the Company, and to nominate directors for election to the Board and appointment to committee memberships. The Nominating and corporate Governance Committee has adopted a charter, which was available on the company’s website through April 30, 2010 at www.regentcomm.com by selecting the “Investor Information” tab and then selecting “Corporate Governance.” The Nominating and Corporate Governance Committee held three meetings during 2009.

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Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. Management is responsible for the establishing our business strategy, identifying and assessing the related risks and establishing appropriate risk management practices. Our Board of Directors reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company.

Our Board of Directors administers its risk oversight function with respect to our operating risk as a whole, and meets with management at least quarterly to receive updates with respect to our operations, business strategies and the monitoring of related risks. The Board also delegates oversight to Board committees to oversee selected elements of risk:

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Our Audit Committee oversees financial risk exposures, including monitoring the integrity of the financial statements, internal controls over financial reporting, and the independence of the independent auditor of the Company. The Audit Committee also assists the Board of Directors in fulfilling its oversight responsibility with respect to compliance with legal and regulatory matters related to the Company’s financial statements and meets quarterly with our financial management, independent auditors and legal advisors for updates on risks related to our financial reporting function. The Audit Committee also monitors our whistleblower hot line with respect to financial reporting matters. Our Audit Committee oversees financial, credit and liquidity risk by working with our treasury function to evaluate elements of financial and credit risk and advise on our financial strategy, capital structure and long-term liquidity needs, and the implementation of risk mitigating strategies. Our chief financial officer and treasurer meet periodically with our Audit Committee to discuss and advise on elements of risks related to our credit risk and function. Our Audit Committee oversees risk by working with management to adopt codes of conduct and business ethics designed to encourage the highest standards of business ethics Our employees receive regular, annual guidance from senior management on our Code of Conduct, and we believe that adherence to our Code of Conduct has been exemplary.

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Our Nominating and Governance committee oversees governance related risks by working with management to establish corporate governance guidelines applicable to the Company, including recommendations regarding director nominees, the determination of director independence, Board leadership structure and membership on Board Committees.

•

Our Compensation Committee oversees risk management by participating in the creation of compensation structures that create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy. While in the past we have included equity grants as a means to incentive management over the long term, most compensation paid to management consists of salary and annual cash bonuses, and we do not view equity grants as creating any material risk to the Company’s continued operating performance or financial condition.

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Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2009, the Compensation Committee consisted of five members, Messrs. Wyant, DeLorenzo, Lewis, Ahn and Mooney. No executive officer of the Company serves on any board of directors or compensation committee of any entity that compensates Messrs. Wyant, DeLorenzo, Lewis, Ahn and Mooney. The Company is a party to the following agreements, which are described further below: an agreement to provide registration rights to entities affiliated with Mr. Wyant, and which the Company has registered shares held by such entities; and an agreement with Riley as discussed below.

The Company is a party to a registration rights agreement dated as of June 15, 1998, as amended, with Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture Fund L.P., and other entities. Under this agreement, upon a demand made by parties to the agreement that held at least 10% of the Company’s outstanding common stock, Regent was required to register under the Securities Act of 1933 the shares of the Company’s common stock owned by these holders. In addition, the parties to the agreement have the right to join in certain registrations of Regent’s equity securities. None of the parties to the registration rights agreement currently hold 10% of the Company’s outstanding common stock, although the Company has filed an effective registration statement with the Securities and Exchange Commission (“SEC”), allowing for the public resale of 3,246,356 shares of Regent common stock held by Blue Chip and its current and former affiliates.

On March 17, 2009, William P. Sutter, Jr. submitted his resignation as a member of the Board of Directors and from the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Sutter also resigned as the Chairman of the Board and as Chairman of the Nominating and Corporate Governance Committee. Mr. Sutter’s resignation from these positions was predicated on an agreement between the Company and Riley dated March 17, 2009. Under the terms of the agreement, and based on the recommendation of the Nominating and Corporate Governance Committee, Regent’s Board reduced the size of the Board to six directors until such time as the Board may take further action to either increase or decrease the size of the Board, and agreed to nominate the incumbent six directors for reelection at the 2009 Annual Meeting of Stockholders.

Communications with Directors

The Company’s stockholders may communicate directly in writing with the Company’s Board of Directors by sending a letter to the Board at Regent Communications, Inc., Board of Directors, 2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202. Your letter should state that you are a stockholder of Regent Communications, Inc. and provide evidence of your stock ownership if your shares are not registered in your own name. All such letters will be reviewed by a senior member of the Company’s accounting and finance department. Depending on the subject matter of your letter, management will: forward the communication to the full Board or the director to whom the letter is addressed; attempt to handle the inquiry directly, for example, where it is a request for information about the Company or it is related to your stock holdings; or not forward the communication if it relates to a clearly irrelevant, improper or frivolous topic. At each Board meeting, a member of management will summarize for the full Board of Directors all non-forwarded letters and make those letters available to any director who indicates a desire to see the actual communication.

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Code of Business Conduct and Ethics

The Board of Directors has adopted the Regent Communications, Inc. Code of Business Conduct and Ethics applicable to all directors and Company employees, including the chief executive officer and all senior financial officers and employees. The Code was available on the Company’s website at www.regentcomm.com through April 30, 2010 by selecting the “Investor Information” tab and then selecting “Corporate Governance.”

EXECUTIVE OFFICERS

The executive officers of the Company, their ages and the positions they held with the Company through April 30, 2010 were as follows:

Executive officers are elected annually by the Board of Directors and serve at the discretion of the Board. Information with respect to the business experience, principal occupations during the past five years and affiliations of the executive officers of Regent who are not also directors is set forth below. Information regarding Mr. Stakelin is set forth above.

Anthony A. Vasconcellos joined Regent in September 1998 as Vice President and Chief Financial Officer. From December 2000 until August 2005, he served as Senior Vice President and Chief Financial Officer for Regent. In September 2005, he became Executive Vice President and Chief Financial Officer for the Company. From October 1991 until joining Regent in 1998, he was employed by LensCrafters, Inc., a highly acquisitive optical retail company, which by 1998 had 800 retail stores and $1.2 billion in revenues. From February 1992 to March 1994, Mr. Vasconcellos served as controller of LensCrafters’ Canadian subsidiary. In 1994, he was repatriated and assumed oversight of financial reporting and financial systems for LensCrafters until leaving to join Regent in 1998. From July 1987 to September 1991, Mr. Vasconcellos served as an auditor for the international accounting firm of Coopers & Lybrand, a predecessor to PricewaterhouseCoopers LLP.

The executive officers of the Company, their ages and the positions they have held with the Company commencing May 2, 2010, are as follows:

Stuart Rosenstein co-founded FiveWire with Mr. Price in 2009. Since 2006, Mr. Rosenstein has served as the managing principal of AMG Financial Co. LLC, a private lending firm that extended financing and provided collateralized loans and other services principally to the real estate industry. Prior to AMG Financial, Mr. Rosenstein co-founded LiveWire with Mr. Price and served as the company’s Executive Vice President and Chief Financial Officer from 1998 until 2004. Prior to that, he was an executive with PriCellular from 1990 until 1998, most recently serving as the Executive Vice President and Chief Financial Officer. Mr. Rosenstein started his career at Ernst & Young. Mr. Rosenstein currently serves on the board of managers of AMG Financial.

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ITEM 11. EXECUTIVE COMPENSATION.

The ~~information~~following ~~required~~table ~~by this Item 11~~ is ~~hereby~~a ~~incorporated~~summary byof ~~reference~~certain ~~from~~information ~~our definitive~~concerning ~~Proxy Statement to be filed in April 2009 in connection with~~ the ~~2009~~compensation ~~Annual~~awarded ~~Meeting of~~or ~~Stockholders,~~paid ~~presently scheduled~~ to, beor ~~held~~earned ~~on June 3~~by, ~~2009, and specifically from~~ the ~~portions thereof~~Company’s ~~captioned~~Chief ~~“Election of Directors,” “~~Executive ~~Officers~~Officer,” “C

William L. Stakelin

President and Chief Executive Officer

Anthony A. Vasconcellos

Executive Vice President and Chief Financial Officer

Filing Compare · TOWNSQUARE MEDIA, INC.