<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ______________
COMMISSION FILE NUMBER 0-15392
REGENT COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 31-1492857
------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 EAST RIVERCENTER BOULEVARD
9TH FLOOR
COVINGTON, KENTUCKY 41011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(859) 292-0030
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value - 34,049,727 shares outstanding as of
October 31, 2000
<PAGE> 2
REGENT COMMUNICATIONS, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
INDEX
PART I FINANCIAL INFORMATION
Page
Number
------
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
for the three months and nine months ended September 30, 2000
(unaudited) and September 30, 1999 (unaudited) ....................... 3
Condensed Consolidated Balance Sheets as of
September 30, 2000 (unaudited) and December 31, 1999 ................. 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 (unaudited)
and September 30, 1999 (unaudited).................................... 5
Notes to Condensed Consolidated Financial Statements (unaudited) ..... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ...................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings............................................... 16
Item 2. Changes in Securities and Use of Proceeds ...................... 16
Item 6. Exhibits and Reports on Form 8-K ............................... 16
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<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------- --------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Gross broadcast revenues $12,871,887 $ 7,118,643 $32,579,616 $ 18,747,504
Less agency commissions (1,180,498) (488,266) (2,750,598) (1,281,834)
------------ ------------ ------------ ------------
Net broadcast revenues 11,691,389 6,630,377 29,829,018 17,465,670
Station operating expenses 7,951,896 4,919,525 20,649,192 13,066,210
Depreciation and amortization 2,125,792 1,019,842 5,394,645 2,688,796
Corporate general and
administrative expenses 1,087,283 540,230 3,218,734 1,699,360
------------ ------------ ------------ ------------
Operating income 526,418 151,140 566,447 11,304
Interest expense 596,005 942,838 3,074,019 2,429,645
Interest (income) (464,409) (10,534) (1,350,615) (34,555)
Write-down of carrying value of assets held for sale -- -- -- 149,542
(Gain) on sale / exchange of radio stations (17,720,355) -- (17,646,216) (100,000)
Other expense, net 136,442 9,058 219,943 48,039
------------ ------------ ------------ ------------
Income(loss) before income taxes and extraordinary items 17,978,735 (790,222) 16,269,316 (2,481,367)
Income tax expense -- -- -- --
------------ ------------ ------------ ------------
Income(loss) before extraordinary item 17,978,735 (790,222) 16,269,316 (2,481,367)
Extraordinary loss on extinguishment of debt,
net of taxes -- -- (1,114,124) --
------------ ------------ ------------ ------------
Net income (loss) $17,978,735 $ (790,222) $ 15,155,192 $ (2,481,367)
============ ============ ============ ============
Income (loss) applicable to common shares:
Net income (loss) $17,978,735 $ (790,222) $ 15,155,192 $ (2,481,367)
Preferred stock dividend requirements -- (1,415,844) (628,568) (3,554,741)
Preferred stock accretion -- -- (26,611,258) (422,103)
------------ ------------ ------------ ------------
Income (loss) applicable to common shares $17,978,735 $ (2,206,066) $(12,084,634) $ (6,458,211)
============ ============ ============ ============
Basic income (loss) per common share:
Income (loss) before extraordinary items $ .52 $ (9.19) $ (0.35) $ (26.91)
Extraordinary items -- -- (0.04) --
------------ ------------ ------------ ------------
Basic net income (loss) per common share $ .52 $ (9.19) $ (0.39) $ (26.91)
============ ============ ============ ============
Diluted income (loss) per common share:
Income (loss) before extraordinary items $ .51 $ (9.19) $ (0.35) $ (26.91)
Extraordinary items -- -- (0.04) --
------------ ------------ ------------ ------------
Diluted net income (loss) per common share $ .51 $ (9.19) $ (0.39) $ (26.91)
============ ============ ============ ============
Weighted average number of common shares used in
determining the earnings per share calculation:
Basic 34,596,076 240,000 31,121,475 240,000
Diluted 35,414,967 240,000 31,121,475 240,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-3-
<PAGE> 4
REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
--------------- ------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,517,501 $ 3,410,410
Accounts receivable, less allowance for doubtful accounts
of $395,000 in 2000 and $203,000 in 1999 8,447,383 4,681,802
Note receivable from sale of radio stations 2,000,000 --
Other current assets 495,690 236,996
Assets held for sale -- 2,000,000
------------- -------------
Total current assets 12,460,574 10,329,208
Property and equipment, net 21,070,308 12,373,274
Intangible assets, net 218,004,389 58,869,287
Escrow deposits on station acquisitions and dispositions 462,500 --
Other assets, net 1,820,883 2,155,386
------------- -------------
Total assets $ 253,818,654 $ 83,727,155
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 1,268,260 $ 1,061,757
Accrued expenses 2,140,669 1,879,135
Interest payable 515,696 111,194
Current portion of long-term debt 60,000 62,500
------------- -------------
Total current liabilities 3,984,625 3,114,586
------------- -------------
Long-term debt, less current portion 43,525,000 25,331,307
Warrants and other long-term liabilities 2,338,328 3,825,225
------------- -------------
Total liabilities 49,847,953 32,271,118
Redeemable preferred stock:
Series A convertible preferred stock, $5.00 stated value, 620,000 shares
authorized; -0- and 620,000 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 4,580,109
Series B senior convertible preferred stock, $5.00 stated value,
1,000,000 shares authorized; -0- and 1,000,000 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 7,322,054
Series C convertible preferred stock, $5.00 stated value,
-0- and 400,640 shares issued and outstanding at September 30, 2000
and December 31, 1999, respectively -- 670,318
Series D convertible preferred stock, $5.00 stated value,
1,000,000 shares authorized; -0- and 1,000,000 issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 7,081,441
Series F convertible preferred stock, $5.00 stated value,
4,100,000 shares authorized; -0- and 4,100,000 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 29,202,566
Series G convertible preferred stock, $5.00 stated value,
1,800,000 shares authorized; -0- and 372,406 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 2,608,446
Series H convertible preferred stock, $5.50 stated value,
2,200,000 shares authorized; -0- and 2,181,817 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 14,658,805
Series K convertible preferred stock, $5.50 stated value,
4,100,000 shares authorized; -0- and 3,545,453 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively -- 23,141,613
------------- -------------
Total redeemable preferred stock -- 89,265,352
Stockholders' equity (deficit):
Preferred stock:
Series C convertible preferred stock, $5.00 stated value, 4,000,000 shares
authorized; -0- and 3,382,980 shares issued and outstanding at September
30, 2000 and December 31, 1999, respectively -- 1,445,126
Series E convertible preferred stock, $5.00 stated value, 5,000,000 shares
authorized; -0- and 447,842 shares issued and outstanding at September 30, 2000
and December 31, 1999, respectively -- 2,239,210
Common stock, $.01 par value, 100,000,000 shares authorized;
35,158,279 issued and 34,688,127 outstanding at September 30, 2000 and
240,000 shares issued and outstanding at December 31, 1999 (Note 3) 351,584 2,400
Treasury shares, 470,152 and -0- shares, at cost, at September 30, 2000 and
December 31, 1999, respectively (2,726,461) --
Additional paid-in capital 259,261,312 --
Retained deficit (52,915,734) (41,496,051)
------------- -------------
Total stockholders' equity (deficit) 203,970,701 (37,809,315)
------------- -------------
Total liabilities and stockholders' equity $ 253,818,654 $ 83,727,155
============= =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-4-
<PAGE> 5
REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by (used in) operating activities $ 2,560,655 $ (1,383,233)
Cash flows from investing activities:
Acquisitions of radio stations, net of
cash acquired (148,538,858) (27,073,801)
Proceeds from insurance on fire claim 97,897 --
Capital expenditures (1,289,481) (1,327,035)
Proceeds from sale of radio stations -- 7,600,000
Escrow deposits on station acquisitions/dispositions ( 462,500) --
------------- ------------
Net cash used in investing activities (150,192,942) (20,800,836)
Cash flows from financing activities:
Proceeds from long-term debt 44,000,000 16,500,000
Proceeds from issuance of common stock 156,937,723 --
Proceeds from the issuance of convertible preferred stocks -- 22,112,024
Payment on buyback of treasury shares (2,726,461) --
Payment of preferred stock dividends (7,296,324) --
Redemption of Series B convertible
preferred stock, including dividends (5,856,575) --
Payment of notes payable -- (7,500,000)
Principal payments on long-term debt (25,808,807) (5,162,500)
Payments for deferred financing costs (1,904,021) (274,558)
Payment of issuance costs (11,606,157) (1,844,255)
------------- ------------
Net cash provided by financing activities 145,739,378 23,830,711
------------- ------------
Net increase (decrease) in cash and cash equivalents (1,892,909) 1,646,642
Cash and cash equivalents at beginning of
period 3,410,410 478,545
------------- ------------
Cash and cash equivalents at end of period $ 1,517,501 $ 2,125,187
============= ============
Supplemental schedule of non-cash financing
and investing activities:
Common stock issued in conjunction with the
acquisition of stations in Utica-Rome and
Watertown, New York $ 850,000 --
Common Stock issued in conjunction with the
acquisition of KZAP (FM) in Chico, California $ 2,687,000 --
Supplemental disclosure of cash flow information:
Cash paid for interest $ 955,000 $ 3,117,542
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-5-
<PAGE> 6
REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
Regent Communications, Inc. (including its wholly-owned subsidiaries,
"Regent") was formed to acquire, own and operate radio stations in medium-sized
and small markets in the United States.
The condensed consolidated financial statements of Regent have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) and, in the opinion of management, include all adjustments
necessary for a fair presentation of the results of operations, financial
position and cash flows for each period shown. All adjustments are of a normal
and recurring nature except for those outlined in Notes 2, 3, 4 and 5. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules and regulations. Results for interim
periods may not be indicative of results for the full year. The December 31,
1999 condensed balance sheet was derived from audited financial statements.
These financial statements should be read in conjunction with the financial
statements and notes thereto included in Regent's Form 10-K/A for the year ended
December 31, 1999.
2. CONSUMMATED AND PENDING ACQUISITIONS AND DISPOSITIONS
On March 1, 1999, Regent sold the FCC licenses and related assets used
in the operations of WSSP (FM) in Charleston, South Carolina for approximately
$1,600,000 in cash, resulting in a $100,000 gain which has been included in the
consolidated Statement of Operations for the nine months ended September 30,
1999.
On May 6, 1999, Regent consummated the acquisition of the FCC licenses
and related assets used in the operations of WJON(AM), WWJO(FM) and KMXK(FM) in
St. Cloud, Minnesota for approximately $12,700,000 in cash. The purchase was
financed by the issuance of $5,082,000 of Series F convertible preferred stock
and borrowings under Regent's senior reducing credit facility. Approximately
$9,093,000 of the purchase price was allocated to the FCC licenses and goodwill
and is being amortized over a 40-year period, and the remaining $3,607,000 was
allocated to property and equipment.
On August 1, 1999, Regent sold the FCC licenses and related assets used
in the operations of KCBQ(AM) in San Diego, California for approximately
$6,000,000 in cash.
On September 1, 1999, Regent purchased the FCC licenses and related
assets used in the operations of radio stations WXKC(FM), WRIE(AM) and WXTA(FM)
in the Erie, Pennsylvania market for approximately $13,500,000 in cash. The
purchase was financed by approximately $6,300,000 in proceeds from the issuance
of Series H convertible preferred stock and the balance from borrowings under
Regent's senior reducing credit facility. Approximately $12,400,000 of the
purchase price was allocated to the FCC licenses and goodwill and is being
amortized over a 40-year period. The remaining $1,100,000 was allocated to
property and equipment and to a non-compete agreement.
On October 15, 1999, Regent consummated the sale of the FCC licenses
and related assets of KZGL(FM), KVNA(FM) and KVNA(AM) in Kingman, Arizona for
approximately $5,400,000 in cash.
On November 5, 1999, Regent sold the FCC licenses and related assets of
KRLT(FM) and KOWL(AM) in the Lake Tahoe, California market for approximately
$1,250,000 in cash.
-6-
<PAGE> 7
On January 28, 2000, Regent purchased the FCC licenses and related
assets used in the operations of radio stations WODZ(FM), WLZW(FM), WFRG(FM),
WIBX(AM) and WRUN(AM) in Utica-Rome, New York and WCIZ(FM), WFRY(FM), WTNY(AM)
and WUZZ(AM) in Watertown, New York for approximately $43,825,000 in cash and
100,000 shares of Regent's common stock. Approximately $40,800,000 of the total
purchase price was allocated to the FCC licenses and goodwill and is being
amortized over a 20-year period. The remaining $3,875,000 was allocated to
property and equipment.
On February 1, 2000, Regent purchased the FCC licenses and related
assets used in the operations of radio stations KLAQ(FM), KSII(FM) and KROD(AM)
in El Paso, Texas for approximately $23,500,000 in cash. Approximately
$21,750,000 of the purchase price was allocated to the FCC licenses and goodwill
and is being amortized over a 20-year period. The remaining $1,750,000 of the
purchase price was allocated to property and equipment.
On August 24, 2000, Regent completed an exchange agreement entered into
with Clear Channel Broadcasting, Inc, Capstar Radio Operating Company and their
affiliates. Under the agreement, Regent exchanged its eight stations serving the
Mansfield, Ohio (2 FM/1 AM) and Victorville, California (3 FM/2 AM) markets plus
approximately $80,465,000 in cash for ten stations serving the Grand Rapids,
Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM) markets. Approximately
$110,069,000 of the purchase price was allocated to the FCC licenses and
goodwill and is being amortized over a 20-year period. The remaining $5,208,000
of the purchase price was allocated to property and equipment. As a result of
this transaction, Regent has recognized a gain on this exchange of approximately
$17,700,000 which is reflected in the Consolidated Statement of Operations for
the three months ended September 30, 2000.
Effective on September 29, 2000, subject to the effectiveness of a
Certificate of Merger to be filed with the California Secretary of State, Regent
acquired radio station KZAP(FM) in Chico, California, by acquiring the stock of
KZAP, Inc. in exchange for 233,333 shares of Regent's common stock with a market
value of approximately $2,687,000 at March 29,2000, the date of the signing of
the asset purchase agreement. Approximately $2,419,000 of the purchase price was
allocated to the FCC licenses and is being amortized over a 20-year period. The
remaining $268,000 of the purchase price was allocated to property and
equipment. Regent has been providing programming and other services to KZAP(FM)
under a time brokerage agreement since December 1, 1999.
On September 30, 2000, Regent completed the sale of radio stations
KZGL(FM), KVNA(AM) and KVNA(FM) in Flagstaff, Arizona to Yavapai Broadcasting
Corporation for approximately $2,000,000. Regent recognized a note receivable
for the $2,000,000 at September 30, 2000 which was collected on October 5, 2000.
Yavapai had been providing programming and other services to the Flagstaff
stations under a time brokerage agreement since May 1, 2000.
The results of operations of the acquired businesses are included in
Regent's financial statements since their respective dates of acquisition.
-7-
<PAGE> 8
The following unaudited pro forma data summarize the combined results
of operations of Regent, together with the operations of the stations acquired
in 1999 and 2000, but exclude the operations of the Lake Tahoe and Kingman
stations disposed of in the fourth quarter of 1999 and the Flagstaff stations
disposed in the third quarter of 2000, as though the acquisition and disposition
of these operations had occurred at the beginning of each of the periods
presented. Regent's 1999 dispositions of WSSP(FM) and KCBQ(AM) are not material
to the results of Regent and, therefore, have not been excluded from the 1999
pro forma results.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
2000 1999
---- ----
(unaudited)
(in thousands, except per share amounts)
<S> <C> <C>
Net broadcast revenues $39,428 $38,314
Income before extraordinary items 19,328 5,427
Net income 18,214 5,427
Net loss per common share before extraordinary items:
Basic and diluted $ (0.24) $ 0.08
Net loss per common share:
Basic and diluted $ (0.27) $ 0.08
</TABLE>
These unaudited pro forma amounts do not purport to be indicative of
the results that might have occurred if the foregoing transactions had, in fact,
been consummated at the beginning of the nine-month periods nor are they
indicative of future operations.
On June 21, 2000, Regent entered into an agreement to acquire by
merger with StarCom, Inc. two FM and one AM radio stations serving the St.
Cloud, Minnesota market for a total of $5,025,000 in cash. The purchase will be
funded by borrowings under Regent's bank credit facility. Regent made an escrow
deposit in the amount of $350,000. On July 1, 2000, Regent began providing
programming and other services to the stations under a time brokerage agreement.
Regent anticipates closing this transaction in the first quarter of 2001.
On November 3, 2000, Regent entered into a definitive agreement to sell
substantially all the assets of its three southern California radio stations
(KTPI-FM and KAVC-AM licensed to Mojave and Tehachapi, and KOSS-FM licensed to
Rosamond) to Concord Media Group of California, Inc. for approximately
$13,500,000. Regent anticipates closing the disposition in 2001 following the
receipt of FCC approval.
3. INITIAL PUBLIC OFFERING OF COMMON STOCK
On January 28, 2000, Regent consummated an initial public offering of
16,000,000 shares of its common stock at an initial offering price of $8.50 per
share. On February 7, 2000, the underwriters purchased an additional 2,400,000
shares of Regent's common stock upon exercise of their over-allotment option.
Regent received total proceeds from completion of the offering, net of
underwriter discounts, commissions and estimated expenses related to the
offering, of $143,836,000. Of these proceeds, Regent used $67,325,000 to fund
the acquisitions of stations in Utica-Rome and Watertown, New York and in El
Paso, Texas; $27,052,000 to pay in full the amounts borrowed, including accrued
interest and related fees, under its prior bank credit facility and fees
-8-
<PAGE> 9
related to its new bank credit facility; $7,296,000 to pay or reserve for
payment accumulated, unpaid dividends on all series of convertible preferred
stock converted into common stock; $5,857,000 to redeem all outstanding shares
of its Series B convertible preferred stock, including accumulated unpaid
dividends; and $1,513,000 to repurchase shares of its common stock from an
affiliate of one of the underwriters in order to comply with rules of the
National Association of Securities Dealers, Inc. Regent used the balance of the
proceeds for working capital needs and the Clear Channel/Capstar transaction.
In conjunction with the initial public offering of common stock, Regent
redeemed 1,000,000 shares of its Series B convertible preferred stock, which
constituted all outstanding shares of that series, for a redemption price of
$5,857,000, being the original price paid for those shares of $5.00 per share
plus accumulated, unpaid dividends on those shares. In addition, Regent required
the conversion into common stock on a one-for-one basis of 15,775,839 shares of
convertible preferred stock in accordance with the terms of the preferred stock.
These shares represented the balance of Regent's outstanding shares of
convertible preferred stock. Regent paid or has set aside for payment
accumulated, unpaid dividends on those shares in the total amount of $7,296,000.
Also in conjunction with the initial public offering, "put" rights
associated with common stock purchase warrants issued in connection with the
issuance of Regent's Series B and Series F convertible preferred stock were
terminated. Warrants for 100,000 shares of Regent's common stock were exercised
on March 20, 2000 (see Note 5). The remaining warrants, entitling the holders to
purchase a total of 810,000 shares of Regent's common stock at $5.00 per share,
remain outstanding. Regent had previously classified these warrants as long-term
liabilities due to the associated "put" rights. The warrant liabilities as of
December 31, 1999 were reclassified to additional paid in capital as of January
28, 2000. Also, from January 1, 2000 to January 28, 2000, approximately
$1,500,000 was charged to interest expense to account for an increase in the
fair value of these warrants.
Regent adjusted the carrying values of its Series A, Series C, Series
D, Series F, Series G, Series H, and Series K convertible preferred stock to
fair value through January 28, 2000. This adjustment was recognized as a charge
of $26,600,000 to retained deficit (since there was no additional paid-in
capital) resulting in an adjustment to loss from continuing operations
attributable to common stockholders.
4. LONG-TERM DEBT
On January 27, 2000, Regent Broadcasting, Inc., a wholly-owned
subsidiary of Regent Communications, Inc., as the borrower, entered into a
credit agreement with a group of lenders which provides for a senior reducing
revolving credit facility expiring December 31, 2006 with an initial aggregate
revolving commitment of up to $125,000,000 (including a commitment to issue
letters of credit of up to $25,000,000 in aggregate face amount, subject to the
maximum revolving commitment available) and an additional revolving loan
facility with a maximum aggregate amount of $50,000,000 available, subject to
the terms of the credit agreement, which converts, after two years, to a term
loan maturing December 31, 2006. Regent incurred $1,956,000 in financing costs
related to this credit agreement, which are being amortized over the life of the
agreement. This revolving credit facility is available for working capital and
acquisitions, including related acquisition expenses. At September 30, 2000
there was approximately $82,000,000 of available borrowings under this credit
facility. On August 22, 2000, Regent borrowed $44,000,000 under this facility to
fund the Clear Channel asset exchange. On August 29, 2000, Regent paid down
$1,000,000 against its outstanding borrowings. There were borrowings of
$43,000,000 outstanding under this facility at September 30, 2000.
-9-
<PAGE> 10
On January 28, 2000, Regent paid off the outstanding debt, accrued
interest and related fees totaling approximately $25,096,000 to the Bank of
Montreal. The pay-off was completed using proceeds from an initial public
offering of Regent's common stock, which was completed on January 28, 2000. This
final paydown resulted in an extraordinary loss of approximately $1,114,000, net
of income tax, from the write-off of deferred financing costs.
5. CAPITAL STOCK
On January 28, 2000, Regent issued 100,000 shares of its common stock
to principals of the sellers in conjunction with the acquisition of stations in
the Utica-Rome and Watertown, New York markets.
On March 20, 2000, Regent received $500,000 in cash and issued 100,000
shares of its common stock to CFE, Inc. upon the exercise of outstanding
warrants issued in 1998 in connection with the issuance of Series B and F
convertible preferred stock to its affiliate, General Electric Capital
Corporation.
Effective on September 29, 2000 and upon acceptance for filing by
the Secretary of State of California of a Certificate of Merger, Regent will
issue 233,333 shares of its common stock to a principal of the seller in
conjunction with the acquisition of radio station KZAP(FM) in Chico, California.
The total value of the acquisition is approximately $2,687,000.
Based on the approval by Regent's Board of Directors of a program to
buy back up to $10,000,000 of its common stock, during the third quarter of 2000
Regent began buying back shares of its common stock at certain market price
levels. Regent acquired a total of 195,000 shares of its common stock in the
third quarter for an aggregate purchase price of $1,213,125. Cumulative through
October 31, 2000 Regent has acquired 833,400 shares of its common stock for an
aggregate purchase price of $4,461,131.
6. EARNINGS PER SHARE
SFAS 128 calls for the dual presentation of basic and diluted earnings
per share("EPS"). Basic EPS is based upon the weighted average common shares
outstanding during the period. Diluted EPS reflects the potential dilution that
would occur if common stock equivalents were exercised. The effects of the
assumed exercise of outstanding options to purchase 1,880,903 shares of common
stock and warrants to purchase 890,000 shares of common stock are dilutive for
the third quarter of 2000. There was no dilutive effect for the nine months
ended September 30, 2000 or for either of the 1999 periods presented.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Weighted Average Basic Common Shares 34,596,076 240,000 31,121,475 240,000
Dilutive effect of stock options
and warrants 818,891 -- -- --
---------- ------- ---------- -------
Weighted Average Diluted Common Shares 35,414,967 240,000 31,121,475 240,000
========== ======= ========== =======
</TABLE>
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<PAGE> 11
7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
133 prescribes the accounting treatment for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. Regent may employ financial instruments to manage its
exposure to fluctuations in interest rates. Regent does not hold or
issue such financial instruments for trading purposes. In June 2000, the FASB
issued SFAS 138, an amendment to SFAS 133. Regent will adopt SFAS 133 and
related amendments, as required in the year 2001, and does not expect the impact
of adoption to be material.
The SEC issued Staff Accounting Bulletin (SAB) 101, "Revenue
Recognition in Financial Statements," which is effective for the fourth quarter
of 2000. In SAB 101, the SEC staff expressed its views regarding the appropriate
recognition of revenue with regard to a variety of circumstances, some of which
are of particular relevance to Regent. Regent has evaluated SAB 101 and does not
expect the impact of adoption to be material.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 (FIN 44), "Accounting for Certain Transactions Including
Stock Compensation--an Interpretation of APB Opinion No. 25." FIN 44 provides
guidance for certain issues that arose in applying APB Opinion No. 25,
"Accounting for Stock Issued to Employees." Regent has adopted FIN 44, as
required in the third quarter of 2000, and does not expect the impact of
adoption to be material.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
condensed consolidated financial statements. Results for the interim periods may
not be indicative of the results for the full years. A comparison of the three
and nine months ended September 30, 2000 versus September 30, 1999 follows:
Our results from operations for the three and nine months ended
September 30, 2000 showed significant increases in revenues and expenses over
the same periods of 1999, primarily due to the acquisitions of stations in St.
Cloud, Minnesota in May, 1999; Erie, Pennsylvania in September, 1999; Utica-Rome
and Watertown, New York in January, 2000; and El Paso, Texas in February, 2000.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Net broadcast revenues for the third quarter of 2000 increased by 76%
from $6,630,377 to $11,691,388; station operating expenses increased 62% from
$4,919,525 to $7,951,896; and depreciation and amortization increased 108% from
$1,019,842 to $2,125,792. We experienced a 101% increase from $540,230 to
$1,087,283 in corporate general and administrative expenses in 2000 compared to
1999 as a result of increasing the corporate infrastructure to support a larger,
and also publicly held company. Interest expense decreased from $942,838 to
$596,005 as a result of the payoff of our outstanding bank credit facility with
proceeds from our initial public offering completed January 28, 2000. Interest
income increased from $10,534 to $464,409 reflecting the income earned on the
cash received from the initial public offering.
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<PAGE> 12
We recognized a gain of $17,720,355 on the asset exchange completed
with Clear Channel on August 24, 2000. For tax purposes this transaction was
treated as a like kind exchange resulting in a deferred tax liability of
approximately $2,200,000 and no tax provision.
Other expense, net increased to $136,442 from $9,058, primarily as a
result of time brokerage fees we are paying to the KZAP and STARCOM owners as we
take over operating the respective radio stations.
Basic income per common share for the third quarter of 2000 was $0.52.
Excluding the gain recognized on the Clear Channel exchange transaction, basic
earnings per share for the third quarter would have been $0.01. Comparison of
per common share data for the third quarter of 2000 to that of the comparable
1999 quarter is not meaningful, as there were only 240,000 common shares
outstanding at September 30, 1999.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Net broadcast revenues for the first nine months increased over that of
the 1999 period by 71% from $17,465,670 to $29,829,018; station operating
expenses increased 58% from $13,066,210 to $20,649,192; and depreciation and
amortization increased 101% from $2,688,796 to $5,394,645. Corporate general and
administrative expenses increased 89% from $1,699,360 to $3,218,734, reflecting
the increased infrastructure required to support a larger, and also publicly
held company. Interest expense increased 27% from $2,429,645 to $3,074,019,
reflecting the $1,494,000 increase in warrant liability, which was adjusted to
fair market value as of January 28, 2000. This increase was partially offset by
the payoff of our outstanding bank credit facility with proceeds from our
initial public offering. Interest income increased to $1,350,615 from $34,555
as a result of the interest earned on cash received from the initial public
offering. We recognized a gain of $17,646,216 on the sale/exchange of
radio stations, primarily from the asset exchange transaction with Clear
Channel. Other expense, net increased to $219,943 from $48,039, primarily as a
result of the fees paid by us under time brokerage agreements with KZAP, Inc.
and StarCom, Inc.
The performance of a radio station group, such as ours, is customarily
measured by its ability to generate broadcast cash flow. The term "broadcast
cash flow" means operating income (loss) before depreciation and amortization
and corporate general and administrative expenses, excluding barter activity.
Although broadcast cash flow is not a measure of performance calculated in
accordance with generally accepted accounting principles, we believe that
broadcast cash flow is accepted by the broadcasting industry as a generally
recognized measure of performance and is used by analysts who report publicly on
the performance of broadcasting companies. Nevertheless, this measure should not
be considered in isolation or as a substitute for operating income, net income,
net cash 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. During the third quarter of 2000 in
comparison to the same period of 1999, our broadcast cash flow increased by 129%
from $1,658,781 to $3,802,287. For the first nine months of 2000 compared to the
same period of 1999, broadcast cash flows increased by 123% from $4,079,555 to
$9,092,792.
While acquisitions have affected the comparability of our 2000
operating results to those of 1999, we believe meaningful quarter-to-quarter
comparisons can be made for results of operations for those markets in which we
have been operating for five full quarters, exclusive of markets which we
intend to sell. This group of comparable markets is currently represented by
four markets and 15 stations. In these comparable markets, for the three months
ended September 30, 2000 as compared to the same period in 1999, our net
broadcast revenues, excluding barter revenues, increased 11.7% from $2,947,068
to $3,292,560 and broadcast cash flow increased 25.9% from $779,874 to $981,857.
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<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
In the nine months ended September 30, 2000, we generated net cash from
operations of $2,560,655 compared with usage of $1,383,233 for the first nine
months of 1999. For the nine months ended September 30, 2000, net cash used in
investing activities amounted to approximately $150,193,000 as compared to
approximately $20,801,000 for the nine months ended September 30, 1999. The
primary reason for the increase in 2000 were the acquisitions of the El Paso,
Texas, Utica-Rome, Watertown and Albany, New York and Grand Rapids, Michigan
radio stations. For the nine months ended September 30, 2000, proceeds from the
initial public offering of our common stock provided all the funds necessary to
pay off outstanding long-term debt under our former credit facility, redeem our
Series B convertible preferred stock, pay all accrued unpaid preferred
dividends, fund (together with borrowings under our current credit facility) the
acquisitions of stations in El Paso, Texas, Utica-Rome, Watertown and Albany,
New York and Grand Rapids, Michigan and meet requirements for ongoing operating
activities and capital expenditures. As a result, we experienced a net decrease
in cash for the first nine months of 2000 of $1,892,909 as compared to an
increase of $1,646,642 for the same period in 1999.
On January 28, 2000, the outstanding balance under our former bank
credit facility, including accrued interest and related fees, totaling
approximately $25,096,000, was paid and the credit facility was terminated. In
conjunction with the termination of the credit facility, approximately
$1,114,000 of deferred financing fees relating to that credit facility were
written off in the first fiscal quarter of 2000 and are reflected as an
extraordinary item in our Statement of Operations for the nine months ended
September 30, 2000.
On January 27, 2000, we entered into a new $125,000,000 senior secured
seven-year reducing revolving bank credit facility. This facility also provides
for an additional $50,000,000 on substantially the same terms to fund future
acquisitions. This additional $50,000,000 borrowing capability is available
during the first 24 months of the facility and thereafter will convert to a term
loan maturing December 31, 2006. This bank credit facility permits the borrowing
of available credit for working capital requirements and general corporate
purposes, including transaction fees and expenses, and to fund pending and
permitted future acquisitions. The facility permits us to request from time to
time that the lenders issue letters of credit in an amount up to $25,000,000 in
accordance with the same lending provisions. The commitment, and our maximum
borrowings, will reduce over five years beginning in 2002 as follows:
December 31, Commitment Amount
2001........................................$125,000,000
2002.........................................106,250,000
2003..........................................87,500,000
2004..........................................62,500,000
2005..........................................37,500,000
2006.................................................-0-
The $25,000,000 letter of credit sub-limit also reduces proportionately but not
below $15,000,000. Mandatory prepayments and commitment reductions will also be
required from certain asset sales, subordinated debt proceeds, excess cash flow
amounts and sales of equity securities.
Under our bank credit facility, we are required to maintain a minimum
interest rate coverage ratio, minimum fixed charge coverage ratio, maximum
corporate overhead, and a maximum financial leverage ratio and to observe
negative covenants customary for facilities of this type. Borrowings under our
credit facility bear interest at a rate equal to (a) the higher of the rate
announced or published publicly from time to time by the agent as its corporate
base of interest or the Overnight Federal Funds Rate plus 0.5%, in
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<PAGE> 14
either case plus the applicable margin determined under the credit facility, or
(b) the reserve-adjusted Eurodollar Rate plus the applicable margin. As of
September 30, 2000, borrowing under the credit facility bore interest at the
rate of 7.87% per annum. We are required to pay certain fees to the agent and
the lenders for the underwriting commitment, administration and use of the
credit facility. Our indebtedness under this credit facility is collateralized
by liens on substantially all of our assets and by a pledge of our operating and
license subsidiaries' stock and is guaranteed by these subsidiaries. As of
September 30, 2000, we had borrowings under this facility of $43,000,000.
On January 28, 2000, we closed the initial public offering of
16,000,000 shares of our common stock. On February 7, 2000, the underwriters
exercised their overallotment of an additional 2,400,000 shares. All shares were
sold at $8.50 per share, resulting in gross proceeds of $156,400,000. Net
proceeds were approximately $143,836,000. Approximately $27,052,000 of the net
proceeds were used to repay all borrowings, accrued interest and related fees
under our former bank credit facility along with the fees associated with
entering into the new bank credit facility. Approximately $67,325,000 of the net
proceeds were used to fund our acquisitions in Utica-Rome and Watertown, New
York, which closed on January 28, 2000, and our acquisition in El Paso, Texas,
which closed on February 1, 2000. Approximately $5,857,000 of the net proceeds
were used to redeem our Series B convertible preferred stock and pay accrued
dividends. Approximately $7,296,000 were used to pay accrued dividends on all
other series of convertible preferred stock, and those shares were converted to
common stock on a one-for-one basis. Approximately $1,513,000 were used to
repurchase 275,152 shares of common stock from an affiliate of one of the
underwriters in order to comply with the rules of the National Association of
Securities Dealers, Inc. The remaining net proceeds of approximately $34,793,000
were used to fund working capital needs and a portion of the cash required for
our exchange transaction with Clear Channel, which was completed in August,
2000.
On September 30, 2000, we completed the sale of our Flagstaff, Arizona
radio stations to Yavapai Broadcasting Corporation for approximately $2,000,000.
We recorded a note receivable for the $2,000,000 at September 30, 2000 which was
collected on October 5, 2000. These proceeds will be used to fund current
operating requirements.
During the third quarter of 2000, we commenced a program to buy back
shares of our common stock at certain market price levels. We acquired a total
of 195,000 shares in the third quarter for an aggregate purchase price of
$1,213,125. Cumulative through October 31, 2000 we have acquired 833,400
shares of our common stock for an aggregate purchase price of $4,461,131.
We have agreed to acquire, by means of merger with StarCom, Inc., two
FM and one AM radio stations serving the St. Cloud, Minnesota market for a total
of $5,025,000 in cash. The purchase will be funded with borrowings under our
bank credit facility. We have made an escrow deposit in the amount of $350,000.
We anticipate closing this transaction by the end of the first quarter of 2001.
On November 3, 2000, we agreed to sell substantially all the assets of
the radio stations in our southern California market to Concord Media Group of
California, Inc. for approximately $13,500,000 in cash.
We also expect over the next three months to incur up to $300,000 of
capital expenditures to upgrade our equipment and facilities, primarily at
stations recently acquired or those in the process of being acquired, in order
to remain competitive and to create cost savings over the long term. These
expenditures are expected to include upgrades necessary to return two of the
stations recently acquired, which are operating under special temporary
authorities, to licensed operations. We believe the cash generated from
operations, net proceeds from the sale of our southern California stations and
available borrowings under our bank credit facility (approximately $82,000,000
at September 30, 2000, subject to the terms and conditions of the facility) will
be sufficient to complete our pending acquisition in St. Cloud, Minnesota and to
meet our requirements for corporate expenses and capital expenditures for the
foreseeable future, based on our projected operations and indebtedness.
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<PAGE> 15
MARKET RISK
During the first and third quarters of 2000, we were exposed to the
impact of interest rate changes because of borrowings under our bank credit
facilities. It is our policy to enter into interest rate transaction only to the
extent considered necessary to meet our objectives and to comply with the
requirements of our credit facility. We have not entered into interest rate
transactions for trading purposes.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
133 prescribes the accounting treatment for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. We may employ financial instruments to manage our
exposure to fluctuations in interest rates. We do not hold or issue financial
instruments for trading purposes. In June 2000, the FASB issued SFAS 138, an
amendment to SFAS 133. We will adopt SFAS 133 and related amendments, as
required in the year 2001, and do not expect the impact of adoption to be
material.
The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) 101, "Revenue Recognition in Financial Statements," which is
effective for the fourth quarter of 2000. In SAB 101, the SEC staff expressed
its views regarding the appropriate recognition of revenue with regard to a
variety of circumstances, some of which are of particular relevance to us. We
have evaluated SAB 101 and do not expect the impact of adoption to be material.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 (FIN 44), "Accounting for Certain Transactions Including
Stock Compensation--an Interpretation of APB Opinion No. 25." FIN 44 provides
guidance for certain issues that arose in applying APB Opinion No. 25,
"Accounting for Stock Issued to Employees." We have adopted FIN 44, as
required in the third quarter of 2000, and do not expect the impact of
adoption to be material.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Form 10-Q includes certain forward-looking statements with respect
to our company that involve risks and uncertainties. These statements are
influenced by our financial position, business strategy, budgets, projected
costs, and plans and objectives of management for future operations. They use
words such as "anticipate," "believe," "plan," "estimate," "expect," "intend,"
"project" and other similar expressions. Although we believe our expectations
reflected in these forward-looking statements are based on reasonable
assumptions, we cannot assure you that our expectations will prove correct.
Actual results and developments may differ materially from those conveyed in the
forward-looking statements. For these statements, we claim the protections of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Important factors that could cause actual results to differ materially
from the expectations reflected in the forward-looking statements include
changes in general economic, business and market conditions, as well as changes
in such conditions that may affect the radio broadcast industry or the markets
in which we operate, including, in particular, increased competition for
attractive radio properties and advertising dollars, fluctuations in the cost of
operating radio properties, and changes in the regulatory climate affecting
radio broadcast companies. These forward-looking statements speak only as of the
date on which they are made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date of
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<PAGE> 16
this Form 10-Q. If we do update or correct one or more forward-looking
statements, you should not conclude that we will make additional updates or
corrections with respect to those or any other forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this Item 3 is set forth under Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations under the subheading "Market Risk" and is incorporated under this
Item 3 by this reference.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We currently and from time to time are involved in litigation
incidental to the conduct of our business. In the opinion of our management, we
are not a party to any lawsuit or legal proceeding which is likely to have a
material adverse effect on our business or financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 29, 2000, we completed the acquisition by means of merger
with KZAP, Inc. of radio station KZAP(FM), subject to acceptance for filing of a
Certificate of Merger in the State of California. Upon the filing of that
certificate, we will issue 233,333 shares of our common stock to the sole
shareholder of KZAP, Inc. in consideration of the merger. Of these shares, 8,333
shares are to be held in an escrow account to fund any claims we might assert
within one year from the date the shares are deposited into escrow.
During the period from July 25, 2000 to August 24, 2000, we granted
options for the purchase of an aggregate of 74,500 shares of our common stock at
exercise prices ranging from $6.625 to $6.843 to a total of 15 employees under
the Regent Communications, Inc. 1998 Management Stock Option Plan. These options
vest ratably over a five-year period and expire ten years from the date of
grant.
We claimed exemptions from registration under Section 4(2) of the
Securities Act of 1933 for the transactions described above, which we believe
did not involve a public offering based on the number and nature of the persons
involved and the generally private character of the transactions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following is filed herewith as an exhibit to Part I of
this Form 10-Q:
Exhibit No. 27 Financial Data Schedule
The exhibits identified as Part II Exhibits on the following
Exhibit Index, which is incorporated herein by this reference, are filed or
incorporated by reference as exhibits to Part II of this Form 10-Q.
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<PAGE> 17
(b) Reports on Form 8-K
On August 29, 2000, we filed a Current Report on Form 8-K dated August
24, 2000 reporting our acquisitions of substantially all the asets of six FM and
four AM radio stations in the Albany, New York and Grand Rapids, Michigan
markets, in exchange for substantially all of the assets or our five FM and
three AM radio stations in the Mansfield, Ohio and Victorville, California
markets and a payment by us of approximately $80,465,000 in cash, all pursuant
to an Asset Exchange Agreement with Clear Channel Broadcasting, Inc., Capstar
Radio Operating Company and their related entities. A Form 8-K/A was filed on
November 7, 2000 to include the proforma and historical financial information
required with respect to this transaction.
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<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENT COMMUNICATIONS, INC.
Date: November 14, 2000 By: /s/ Terry S. Jacobs
--------------------------------------
Terry S. Jacobs, Chairman of the Board
and Chief Executive Officer
Date: November 14, 2000 By: /s/ Anthony A. Vasconcellos
--------------------------------------
Anthony A. Vasconcellos,
Chief Financial Officer
and Vice President
(Chief Accounting Officer)
S-1
<PAGE> 19
EXHIBIT INDEX
The following exhibits are filed, or incorporated by reference where
indicated, as part of Part II of this report on Form 10-Q:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(a)* Asset Exchange Agreement dated as of March 12, 2000 by and
among Clear Channel Broadcasting, Inc., Clear Channel
Broadcasting Licenses, Inc., Capstar Radio Operating Company,
Capstar TX Limited Partnership, Regent Broadcasting of
Victorville, Inc., Regent Licensee of Victorville, Inc.,
Regent Broadcasting of Palmdale, Inc., Regent Licensee of
Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and
Regent Licensee of Mansfield, Inc. (excluding exhibits not
deemed material or filed separately in executed form)
(previously filed as Exhibit 2(g) to the Registrant's
Form 10-K for the year ended December 31, 1999 and
incorporated herein by this reference)
2(b)* First Amendment to Asset Exchange Agreement made on May 31,
2000 by and among Clear Channel Broadcasting, Inc., Clear
Channel Broadcasting Licenses, Inc., Capstar Radio Operating
Company, Capstar TX Limited Partnership, Regent Broadcasting
of Victorville, Inc., Regent Licensee of Victorville, Inc.,
Regent Broadcasting of Palmdale, Inc., Regent Licensee of
Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and
Regent Licensee of Mansfield, Inc. (previously filed as
Exhibit 2(b) to the Registrant's Form 10-Q for the quarter
ended June 30, 2000 and incorporated herein by reference)
2(c)* Second Amendment to Asset Exchange Agreement made on June 2,
2000 by and among Clear Channel Broadcasting, Inc., Clear
Channel Broadcasting Licenses, Inc., Capstar Radio Operating
Company, Capstar TX Limited Partnership, Regent Broadcasting
of Victorville, Inc., Regent Licensee of Victorville, Inc.,
Regent Broadcasting of Palmdale, Inc., Regent Licensee of
Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and
Regent Licensee of Mansfield, Inc. (previously filed as
Exhibit 2(c) to the Registrant's Form 10-Q for the quarter
ended June 30, 2000 and incorporated herein by reference)
E-1
<PAGE> 20
2(d) Asset Purchase Agreement made as of October 31, 2000 among
Concord Media Group of California, Inc., Regent Broadcasting
of Palmdale, Inc. and Regent Licensee of Palmdale, Inc.
The following exhibits and schedules to the foregoing Asset
Purchase Agreement are omitted as not material; however,
copies will be provided to the Securities and Exchange
Commission upon request:
Exhibit Description
------- -----------
A Form of Time Brokerage Agreement
B Form of Lease Agreement
Schedule Description
-------- -----------
1.1(a) FCC Licenses
1.1(b) Tangible Personal Property
1.1(c) Station Contracts
1.1(d) Intangible Property
1.1(f) Real Property
1.2(h) Excluded Assets
7.13 Labor Relations
3(a)* Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended by a Certificate of
Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Special Rights and the
Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series G Preferred Stock of
Regent Communications, Inc., filed January 21, 1999
(previously filed as Exhibit 3(a) to Amendment No. 1 to the
Registrant's Form S-1 Registration Statement No. 333-91703
filed December 29, 1999 and incorporated herein by this
reference)
3(b)* Certificate of Decrease of Shares Designated as Series G
Convertible Preferred Stock of Regent Communications, Inc.,
filed with the Delaware Secretary of State on June 21, 1999
amending the Amended and Restated Certificate of Incorporation
of Regent Communications, Inc., as amended (previously filed
as Exhibit 3(c) to the Registrant's Form 10-Q Fourth Quarter
Ended June 30, 1999 and incorporated herein by this reference)
3(c)* Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Special Rights and
the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series H Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary
of State on June 21, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(d) to the
Registrant's Form 10-Q for the Quarter Ended June 30, 1999 and
incorporated herein by this reference)
3(d)* Certificate of Decrease of Shares Designated as Series G
Convertible Preferred Stock of Regent Communications, Inc.,
filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation
of Regent Communications, Inc., as amended (previously filed
as Exhibit 3(e) to the Registrant's Form 10-Q for the Quarter
Ended on September 30, 1999 and incorporated herein by this
reference)
E-2
<PAGE> 21
3(e)* Certificate of Increase of Shares Designated as Series H
Convertible Preferred Stock of Regent Communications, Inc.,
filed with the Delaware Secretary of State on August 23, 1999
amending the Amended and Restated Certificate of Incorporation
of Regent Communications, Inc., as amended (previously filed
as Exhibit 3(f) to the Registrant's Form 10-Q for the Quarter
Ended on September 30, 1999 and incorporated herein by this
reference)
3(f)* Certificate of Designation, Number, Powers Preferences and
Relative, Participating, Optional, and Other Special Rights
and the Qualifications, Limitations, Restrictions, and Other
Distinguishing Characteristics of Series K Preferred Stock of
Regent Communications, Inc., filed with the Delaware Secretary
of State on December 13, 1999 amending the Amended and
Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit
3(g) to Amendment No. 1 to the Registrants Form S-1
Registration Statement No. 333-91703 filed December 29, 1994
and incorporated herein by this reference)
3(g)* Amended and Restated By-Laws of Regent Communications, Inc.
(previously filed as Exhibit 3(b) to the Registrant's Form S-4
Registration Statement No. 333-46435 effective May 7, 1998 and
incorporated herein by this reference).
3(h)* Amendments to By-Laws of Regent Communications, Inc. adopted
December 13, 1999 (previously filed as Exhibit 3(h) to
Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and
incorporated herein by this reference)
4(a)* Credit Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet
National Bank, as administrative agent, Fleet National Bank,
as issuing lender, General Electric Capital Corporation, as
syndication agent, Dresdner Bank AG, New York and Grand Cayman
Branches, as document agent, and the several lenders party
thereto (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit
4(a) to the Registrant's Form 8-K filed February 10, 2000 and
incorporated herein by this reference)
4(b)* Omnibus Amendment No. 1 and Amendment No. 1 to Credit
Agreement dated as of February 4, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet
National Bank, as administrative agent, Fleet National Bank,
as issuing lender, General Electric Capital Corporation, as
syndication agent, Dresdner Bank AG, New York and Grand Cayman
Branches, as document agent, and the several lenders party
thereto (previously filed as Exhibit 4(e) to the Registrant's
Form 8-K filed February 10, 2000 and incorporated herein by
this reference)
4(c)* Revolving Credit Note dated as of February 7, 2000 made by
Regent Broadcasting, Inc. in favor of Fleet National Bank in
the original principal amount of $25 million (previously filed
as Exhibit 4(f) to the Registrant's Form 8-K filed February
10, 2000 and incorporated herein by this reference) (See Note
1 below)
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<PAGE> 22
4(d)* Subsidiary Guaranty Agreement dated as of January 27, 2000
among Regent Broadcasting, Inc., Regent Communications, Inc.
and each of their subsidiaries and Fleet National Bank, as
collateral agent (previously filed as Exhibit 4(c) to the
Registrant's Form 8-K filed February 10, 2000 and incorporated
herein by this reference)
4(e)* Pledge Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc. and each of
their subsidiaries and Fleet National Bank, as collateral
agent (previously filed as Exhibit 4(d) to the Registrant's
Form 8-K filed February 10, 2000 and incorporated herein by
this reference)
4(f)* Security Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc. and each of
their subsidiaries and Fleet National Bank, as collateral
agent (previously filed as Exhibit 4(b) to the Registrant's
Form 8-K filed February 10, 2000 and incorporated herein by
this reference)
10(a)* Escrow Agreement dated as of March 12, 2000 by and among
Regent Broadcasting of Victorville, Inc., Regent Licensee of
Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc., Regent Licensee of Mansfield, Inc., Clear
Channel Broadcasting, Inc., Clear Channel Broadcasting
Licenses, Inc., Capstar Radio Operating Company, Capstar TX
Limited Partnership and Bank of America (previously filed as
Exhibit 10(a) to the Registrant's Form 10-K for the year ended
December 31, 1999 and incorporated herein by this reference)
10(b)* Letter agreement dated March 12, 2000 from Clear Channel
Communications, Inc. addressed to Regent Broadcasting of
Victorville, Inc., Regent Licensee of Victorville, Inc.,
Regent Broadcasting of Palmdale, Inc., Regent Licensee of
Palmdale, Inc., Regent Broadcasting of Mansfield, Inc., Regent
Licensee of Mansfield, Inc. (previously filed as Exhibit 10(b)
to the Registrant's Form 10-K for the year ended December 31,
1999 and incorporated herein by this reference)
10(c)* Liquidated Damages Agreement made as of March 12, 2000 by
Regent Broadcasting of Victorville, Inc., Regent Licensee of
Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc., Regent Licensee of Mansfield, Inc. for the
benefit of Clear Channel Broadcasting, Inc., Clear Channel
Broadcasting Licenses, Inc., Capstar Radio Operating Company
and Capstar TX Limited Partnership (previously filed as
Exhibit 10(c) to the Registrant's Form 10-K for the year ended
December 31, 1999 and incorporated herein by this reference)
27 Financial Data Schedule
* Incorporated by reference.
E-4
<PAGE> 23
NOTES:
1. Seven substantially identical notes were made by Regent Broadcasting,
Inc. as follows:
Original
Holder Principal Amount
------ ----------------
General Electric Capital Corporation $22,000,000
Dresdner Bank AG, New York and Cayman
Islands Branches $22,000,000
Mercantile Bank National Association $16,000,000
U.S. Bank National Association $10,000,000
Summit Bank $10,000,000
Michigan National Bank $10,000,000
The CIT Group Equipment Financing, Inc. $10,000,000
E-5
