<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 MARCH 31, 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.)
50 EAST RIVERCENTER BOULEVARD
SUITE 180
COVINGTON, KENTUCKY 41011
----------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(606) 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 - 34,615,839 shares outstanding as of
May 5, 2000
<PAGE> 2
REGENT COMMUNICATIONS, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION Page
Number
------
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
for the three months ended March 31, 2000
(unaudited) and March 31, 1999 (unaudited) .......................3
Condensed Consolidated Balance Sheets as of
March 31, 2000 (unaudited) and December 31, 1999 .................4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 (unaudited)
and March 31, 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 .......................................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk................13
PART II OTHER INFORMATION
Item 1. Legal Proceedings.........................................................14
Item 2. Changes in Securities and Use of Proceeds.................................14
Item 6. Exhibits and Reports on Form 8-K .........................................14
</TABLE>
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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
March 31,
--------------------------------
2000 1999
---- ----
<S> <C> <C>
Gross broadcast revenues $ 8,096,821 $ 4,825,924
Less agency commissions (619,752) (305,934)
------------ -----------
Net broadcast revenues 7,477,069 4,519,990
Station operating expenses 5,672,899 3,788,465
Depreciation and amortization 1,505,514 771,709
Corporate general and
administrative expenses 985,829 615,021
------------ -----------
Operating loss (687,173) (655,205)
Interest expense 2,236,353 874,225
Other income, net 248,606 94,895
------------ -----------
Loss before income taxes and extraordinary items (2,674,920) (1,434,535)
Income tax expense -- --
------------ -----------
Loss before extraordinary item (2,674,920) (1,434,535)
Extraordinary loss on extinguishment of debt,
net of taxes (1,114,124) --
------------ -----------
Net loss ($ 3,789,044) ($1,434,535)
============ ===========
Loss applicable to common shares:
Net loss ($ 3,789,044) ($1,434,535)
Preferred stock dividend requirements (628,568) (1,000,060)
Preferred stock accretion (26,611,258) --
------------ -----------
Loss applicable to common shares ($31,028,870) ($2,434,595)
=========== ==========
Basic and diluted loss per common share:
Loss before extraordinary items ($1.24) ($10.14)
Extraordinary items (.05) --
------------ -----------
Net loss per common share ($1.29) ($10.14)
============ ===========
Weighted average number of common
Loss shares used in basic and diluted
calculations 24,099,931 240,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
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<PAGE> 4
REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 34,786,773 $ 3,410,410
Accounts receivable, less allowance for doubtful accounts of $259,000
in 2000 and $231,000 in 1999 5,414,942 4,681,802
Other current assets 390,456 236,996
Assets held for sale 2,000,000 2,000,000
------------ ------------
Total current assets 42,592,171 10,329,208
Property and equipment, net 17,639,186 12,373,274
Intangible assets, net 120,676,121 58,869,287
Escrow deposit on station acquisitions 5,000,000 --
Other assets, net 1,909,289 2,155,386
------------ ------------
Total assets $187,816,767 $ 83,727,155
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 1,766,771 $ 1,061,757
Accrued expenses 1,701,140 1,879,135
Interest payable 7,890 111,194
Current portion of long-term debt 61,250 62,500
------------ ------------
Total current liabilities 3,537,051 3,114,586
------------ ------------
Long-term debt, less current portion 555,000 25,331,307
Warrants and other long-term liabilities 87,773 3,825,225
------------ ------------
Total liabilities 4,179,824 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 2000 and December 31,
1999, respectively -- 2,239,210
Common stock, $.01 par value, 60,000,000 shares authorized;
34,890,991 and 240,000 shares issued at March 31, 2000 and December 31, 1999,
respectively (Note 3) 348,910 2,400
Treasury shares (275,152 and -0- shares at cost at March 31, 2000 and December 31, 1999,
respectively) (1,513,336) --
Additional paid-in capital 256,661,338 --
Retained deficit (71,859,969) (41,496,051)
------------ ------------
Total stockholders' equity (deficit) 183,636,943 (37,809,315)
------------ ------------
Total liabilities and stockholders' equity (deficit) $187,816,767 $ 83,727,155
============ ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
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REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net cash used in operating activities (39,461) 1,258,535)
Cash flows from investing activities:
Acquisitions of radio stations, net of
cash acquired (67,666,683) (104,035)
Proceeds from insurance on fire claim 97,897 --
Capital expenditures (196,911) (416,613)
Escrow deposit for acquisition of
radio stations (5,000,000) --
------------ ----------
Net cash used in investing
activities (72,765,697) (520,648)
Cash flows from financing activities:
Proceeds from issuance of common
and convertible preferred stocks 156,900,000 5,030,290
Payment on buyback of Treasury Shares (1,513,336) --
Payment of preferred stock dividends (7,296,324) --
Redemption of Series B convertible
preferred stock including dividends (5,856,575) --
Principal payments on long-term debt (24,777,557) (931,250)
Payments for deferred financing costs (1,843,352) (274,304)
Payment of issuance costs (11,431,335) (39,132)
------------ ----------
Net cash provided by financing activities 104,181,521 3,785,604
------------ ----------
Net increase in cash and cash equivalents 31,376,363 2,006,421
Cash and cash equivalents at beginning of
period 3,410,410 478,545
------------ ----------
Cash and cash equivalents at end of period $ 34,786,773 $2,484,966
============ ==========
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 --
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 771,567 $ 753,678
</TABLE>
The accompanying notes are an integral part of these
financial statements.
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<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 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.
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 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 South Lake Tahoe, California for approximately
$1,250,000 in cash.
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<PAGE> 7
On December 1, 1999, Regent began operating radio station KZAP(FM) in
Chico, California under a time brokerage agreement. On March 29, 2000, Regent
entered into a merger agreement to acquire the stock of KZAP, Inc., owner of
KZAP(FM), in exchange for 233,333 shares of Regent's common stock. Regent
anticipates closing this purchase during the second quarter of 2000 following
receipt of FCC approval.
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.
The results of operations of the acquired businesses are included in
Regent's financial statements since their respective dates of acquisition.
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 and the operations of the South Lake Tahoe and Kingman stations
disposed of in the fourth quarter of 1999, 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.
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
---- ----
(unaudited)
<S> <C> <C>
Net broadcast revenues $ 8,457,000 $8,193,000
Loss before extraordinary items (2,735,000) (1,703,000)
Net loss (3,849,000) (1,703,000)
Net loss per common share before extraordinary items:
Basic and diluted $ (1.13) $ (.33)
Net loss per common share:
Basic and diluted $ (1.18) $ (.33)
</TABLE>
These unaudited pro forma amounts do not purport to be indicative of
the results that might have occurred if the foregoing transactions had been
consummated at the beginning of the three-month periods.
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<PAGE> 8
On March 12, 2000, Regent entered into an agreement with Clear Channel
Broadcasting, Inc., Capstar Radio Operating Company, and affiliates to exchange
Regent's 11 stations serving the Mansfield, Ohio (2 FM/1 AM), Victorville,
California (3 FM/2 AM) and Palmdale, California (2 FM/1 AM) markets plus
$67,000,000 in cash for nine stations serving the Grand Rapids, Michigan (3 FM)
and Albany, New York (4 FM/2 AM) markets. Regent made an escrow deposit in the
amount of $5,000,000 and agreed to pay liquidated damages in the amount of
$28,000,000 if Regent fails to perform its obligations under the agreement.
Regent anticipates closing this transaction during the third quarter of 2000
following regulatory approvals and the satisfaction of other conditions.
On March 29, 2000, Regent entered into an agreement with Yavapai
Broadcasting Corporation to sell substantially all the assets used in the
operations of radio stations KZGL(FM), KVNA(AM) and KVNA(FM) in Flagstaff,
Arizona for a cash sale price of $2,000,000. Regent anticipates closing the
disposition in the second quarter of 2000 following 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, New York 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
related to the 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 intends to use the
balance of the proceeds for working capital needs and future acquisitions.
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. These warrants, entitling the holders to purchase a total of 910,000
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.
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<PAGE> 9
Regent adjusted the carrying values of Series A, Series C, Series D,
Series F, Series G, Series H, and Series K to fair value through January 28,
2000. This adjustment was recognized as a charge 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. There were no
borrowings outstanding at March 31, 2000.
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.
6. EARNINGS PER SHARE
Regent has adopted the provisions of SFAS 128, "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 1,840,498 of common stock and warrants to
purchase 810,000 shares of common stock would not be dilutive for all periods
presented. Therefore, basic EPS and diluted EPS are the same for all periods
presented.
7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board 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
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<PAGE> 10
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. Regent will adopt SFAS
133, as required in the year 2001, and does not expect the impact of adoption to
be material.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements," which is effective for the second 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 begun to evaluate 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 will adopt 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
A comparison of the three months ended March 31, 2000 versus March 31,
1999 follows:
Our results from operations for the first three months of 2000 showed
significant increases over the same period of 1999, primarily due to the recent
acquisitions of stations in St. Cloud, Minnesota; Erie, Pennsylvania;
Utica-Rome, New York; Watertown, New York; and El Paso, Texas.
Net broadcast revenues increased by 65% from $4,520,000 to $7,477,000,
station operating expenses increased 50% from $3,788,000 to $5,673,000, and
depreciation and amortization increased 95% from $772,000 to $1,506,000. We
experienced a 60% increase from $615,000 to $986,000 in corporate general and
administrative expenses in 2000 compared to 1999 as a result of increasing the
corporate infrastructure to support a larger company. Interest expense
increased 156% from $874,000 to $2,236,000 as a result of a $1,494,000 increase
in warrant liability which was adjusted to fair value as of January 28, 2000.
Upon completion of the offering, this entire liability was reclassified to
additional paid in capital.
In the first quarter of 2000, we recognized an extraordinary charge of
$1,114,000 related to the write-off of deferred financing fees.
Loss per common share for the first quarter of 2000 was $1.29. The
loss was primarily the result of preferred stock dividends and preferred stock
and warrant accretion from January 1, 2000 through completion of our common
stock offering on January 28, 2000. In addition, the write-off of deferred
financing costs had a lesser but significant impact on the quarter's loss per
share. When computed excluding these unusual items, loss per common share for
the first quarter of 2000 was $0.04. Comparison of loss per common share for
the first quarter of 2000 to that of the comparable 1999 quarter is not
meaningful, as there were only 240,000 common shares outstanding at March 31,
1999.
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 first quarter of 2000 in
comparison to the same period of 1999, our broadcast cash flow increased by
141% from $705,000 to $1,696,000.
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 any markets held for
sale. This group of comparable markets is currently represented by six markets
and 24 stations. In these comparable markets, for the three months ended March
31, 2000 as compared to the same period in 1999,
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<PAGE> 11
our net broadcast revenues, excluding barter revenues, increased 8.0% and
broadcast cash flow increased by 11.2%.
LIQUIDITY AND CAPITAL RESOURCES
In the three months ended March 31, 2000, we used net cash in
operations of $39,000 compared with $1,259,000 for 1999. The primary reason for
this difference was the payoff in the first quarter of 1999 of approximately
$1,200,000 of professional fees related to our acquisitions completed in June
1998. For the three months ended March 31, 2000, proceeds from the issuance of
common stock provided all the funds necessary to pay off outstanding long-term
debt, redeem our Series B convertible preferred stock, pay all accrued unpaid
preferred dividends, fund the acquisitions of stations in El Paso, Texas and
Utica-Rome and Watertown, New York, and meet requirements for ongoing operating
activities and capital expenditures. As a result, we experienced a net increase
in cash for the first quarter of 2000 of $31,376,000 as compared to an increase
of $2,006,000 for the same period in 1999.
Our borrowings had been made under our former bank credit facility,
which provided for a senior reducing revolving credit facility with an original
commitment of up to $55,000,000 expiring March 31, 2005 (the commitment was
$32,425,000 at December 31, 1999). This facility permitted the borrowing of
available credit for working capital and acquisitions, including related
acquisition expenses. In addition, subject to available credit, we could request
from time to time that our lenders issue letters of credit on the same terms as
the credit facility. On January 28, 2000, the outstanding balance, 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 this credit facility were written off in the first fiscal quarter of
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, which would be available for 24 months and thereafter would
convert to a term loan maturing December 31, 2006. This new 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 new 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 the new bank credit facility, we are required to maintain a
minimum interest rate coverage ratio, minimum fixed charge coverage ratio,
maximum corporate overhead and maximum financial leverage ratio and to observe
negative covenants customary for facilities of this type. Borrowings under
-11-
<PAGE> 12
the new credit facility bear interest at a rate equal to (a) the higher of the
rate announced or published publicly from time to time by the agent as its
corporate base of interest or the Overnight Federal Funds Rate plus 0.5%, in
either case plus the applicable margin determined under the credit facility, or
(b) the reserve-adjusted Eurodollar Rate plus the applicable margin. 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.
On January 28, 2000, we closed on an 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 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 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 $5,900,000 of the proceeds were used to redeem our Series B
convertible preferred stock and pay accrued dividends. Approximately $7,300,000
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.
Finally, approximately $1,500,000 were used to repurchase 275,152 shares of
common stock from an affiliate of one of the underwriters in order to comply
with the NASD's rules. These expenditures have left us with proceeds remaining
from the offering of approximately $35,000,000, with virtually no debt.
We currently have pending an acquisition of substantially all of the
assets of four FM and two AM radio stations in Albany, New York and three FM
radio stations in Grand Rapids, Michigan, in exchange for substantially all of
the assets of our stations in Victorville, California; Palmdale, California; and
Mansfield, Ohio; plus the payment by us of $67,000,000 in cash. The completion
of this transaction is subject to the satisfaction of various conditions,
including the completion of the pending merger of Clear Channel Communications,
Inc. and AMFM, Inc., as well as approval from regulatory agencies, including the
Federal Communications Commission, Federal Trade Commission, Department of
Justice and state antitrust enforcement agencies. It is anticipated this
transaction will be completed during the third quarter of 2000. The owner of
competing stations in the Palmdale, California market, however, has filed an
objection with the FCC asserting that the proposed transfer of our Palmdale
stations raises material issues of fact as to whether the transaction is
anticompetitive. This objection could delay action on the FCC application
pending the FCC's analysis of ownership concentration in Palmdale or result in a
modification of the transaction, possibly involving the payment of additional
cash by us. Clear Channel management has advised us, however, that it intends to
contest, and believes it will be successful against, the competitor's objection.
In any event, the cash purchase price obligation to be paid by us in this
transaction will be funded from the remaining net proceeds from our offering and
by borrowings available to us under our credit facility.
We also expect over the next nine months to incur up to $2,600,000 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 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 expect to have sufficient cash from operations to fund these
anticipated capital expenditures in 2000.
MARKET RISK
During the first quarter of 2000, we were exposed to the impact of
interest rate changes because of borrowings under our former bank credit
facility. It is our policy to enter into interest rate transactions
-12-
<PAGE> 13
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.
To satisfy the requirements imposed under the terms of our former
credit facility, we entered into a two-year collar agreement with the Bank of
Montreal effective August 17, 1998 for a notional amount of $34.4 million to
mitigate the risk of interest rates increasing under this facility. On February
9, 2000 we terminated the collar agreement due to the fact that we no longer had
any borrowings outstanding under a credit facility. In the event that we have
any material borrowing under our new credit agreement at the same time in the
future we would consider entering into a new collar agreement.
YEAR 2000 COMPUTER SYSTEM COMPLIANCE
As of May 12, 2000, we have experienced no material disruptions in our
business processes or operations related to the Year 2000 issue. To our
knowledge, none of our material suppliers or key business partners has suffered
material problems related to Year 2000 compliance that we believe would be
likely to materially adversely affect our business. Despite the fact that we
have not been adversely affected in any material respect by Year 2000 problems
to date, we cannot be sure that we will not experience unexpected costs or be
exposed to unexpected threats to our operations or assets from Year 2000 issues
in the future. The impact of these uncertainties on our results of operations,
liquidity and financial condition is not determinable.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board 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. Regent will adopt SFAS 133,
as required in the year 2001, and does not expect the impact of adoption to
be material.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements," which is effective for the second 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 begun to evaluate 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 will adopt FIN 44, as
required in the third quarter of 2000, and does 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
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.
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<PAGE> 14
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
Effective January 28, 2000, we issued 100,000 shares of common stock
and paid $43.8 million in cash as consideration for the purchase from Forever of
NY, Inc., Forever of NY, LLC and Forever Broadcasting, LLC of the FCC licenses
and related operating assets of radio stations WODZ(FM), WLZW(FM), WFRG(FM),
WIBX(AM) and WRUN(AM) licensed to Utica-Rome, New York and WCIZ(FM), WFRY(FM),
WTNY(AM) and WUZZ(AM) licensed to Watertown, New York. We issued the shares of
common stock in the names of the principals of the sellers.
On March 20, 2000, we issued 100,000 shares of common stock to CFE,
Inc. upon exercise of common stock purchase warrants held by its affiliate,
General Electric Capital Corporation, at the stated exercise price of $5.00 per
share.
The foregoing issuances of securities were private transactions, based
on exemptions from registration under the Securities Act of 1933, as amended,
claimed pursuant to Section 4(2) of that Act and the rules and regulations
promulgated thereunder.
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.
(b) Reports on Form 8-K
On February 10, 2000, we filed a Current Report on Form 8-K
dated January 27, 2000 reporting our acquisition of stations in Utica-Rome, New
York; Watertown, New York; and El Paso, Texas. We also reported the entering
into of our new credit facility which occurred on January 27, 2000 and our
initial public offering of common stock and the related conversion and
redemption of all of our outstanding convertible preferred stock which were
completed on January 28, 2000.
We filed no other Forms 8-K during the first quarter of 2000.
-14-
<PAGE> 15
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: May 12, 2000 By: /s/ TERRY S. JACOBS
--------------------------------------
Terry S. Jacobs, Chairman of the Board
and Chief Executive Officer
Date: May 12, 2000 By: /s/ ANTHONY A. VASCONCELLOS
--------------------------------------
Anthony A. Vasconcellos,
Chief Financial Officer
and Vice President
(Chief Accounting Officer)
S-1
<PAGE> 16
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 Purchase Agreement dated as of January 5, 1999 by and
among WJON Broadcasting Company, Regent Broadcasting of St.
Cloud, Inc., Regent Licensee of St. Cloud, Inc. and Regent
Communications, Inc. (excluding exhibits not deemed material
or filed separately in executed form) (previously filed as
Exhibit 2(a) to the Registrant's Form 10-K for the year ended
December 31, 1998 and incorporated herein by this reference)
2(b)* Asset Purchase Agreement dated as of March 4, 1999 by and
among Mag Mile Media, L.L.C., Regent Broadcasting of Kingman,
Inc. and Regent Licensee of Kingman, Inc. (excluding exhibits
not deemed material or filed separately in executed form)
(previously filed as Exhibit 2(b) to the Registrant's Form
10-K for the year ended December 31, 1998 and incorporated
herein by this reference)
2(c)* Asset Purchase Agreement dated as of May 18, 1999 by and among
Media One Group-Erie, Ltd., Cisco LLC, James T. Embrescia,
Thomas J. Embrescia, Regent Broadcasting of Erie, Inc. and
Regent Licensee of Erie, Inc. (excluding exhibits not deemed
material or filed separately in executed form) (previously
filed as Exhibit 2(a) to the Registrant's Form 10-Q for the
quarter ended June 30, 1999 and incorporated herein by this
reference)
2(d)* Asset Purchase Agreement dated as of July 29, 1999 by and
among Forever of NY, Inc., Forever of NY, LLC, Forever
Broadcasting, LLC, and Regent Broadcasting of Utica/Rome,
Inc., Regent Licensee of Utica/Rome, Inc., Regent Broadcasting
of Watertown, Inc., Regent Licensee of Watertown, Inc. and
Regent Communications, Inc. (excluding exhibits not deemed
material or filed separately in executed form) (previously
E-1
<PAGE> 17
filed as Exhibit 2(b) to the Registrant's Form 10-Q for the
quarter ended June 30, 1999 and incorporated herein by this
reference)
2(e)* Asset Purchase Agreement dated as of September 13, 1999 by and
among New Wave Broadcasting, L.P., Regent Broadcasting of El
Paso, Inc. and Regent Licensee of El Paso, Inc. (excluding
exhibits not deemed material or filed separately in executed
form) (previously filed as Exhibit 2(b) to the Registrant's
Form 10-Q for the quarter ended September 30, 1999 and
incorporated herein by this reference)
2(f)* 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 Exhibits 2(g) to the Registrant's
Form 10-K for the year ended December 31, 1999 and
incorporated herein by this reference)
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<PAGE> 18
2(g)* Agreement of Merger dated March 29, 2000 by and among Regent
Communications, Inc., Regent Broadcasting, Inc., KZAP, Inc.
and Rob Cheal (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December 31,
1999 and incorporated herein by this reference)
2(h)* Asset Purchase Agreement dated March 29, 2000 by and between
Yavapai Broadcasting Corporation, Regent Broadcasting of
Flagstaff, Inc. and Regent Licensee of Flagstaff, Inc.
(excluding exhibits not deemed material or filed separately in
executed form) (previously filed as Exhibit 2(i) to the
Registrant's Form 10-K for the year ended December 31, 1999
and incorporated herein by this reference)
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)
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)
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<PAGE> 19
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)
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)
E-4
<PAGE> 20
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)
E-5
<PAGE> 21
27 Financial Data Schedule
- -----------------
* Incorporated by reference.
NOTES:
1. Seven substantially identical notes were made by Regent
Broadcasting, Inc. as follows:
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<PAGE> 22
<TABLE>
<CAPTION>
Original
Holder Principal Amount
------ ----------------
<S> <C>
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
</TABLE>
E-7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 34,786,773
<SECURITIES> 0
<RECEIVABLES> 5,673,942
<ALLOWANCES> 259,000
<INVENTORY> 0
<CURRENT-ASSETS> 42,592,171
<PP&E> 25,337,782
<DEPRECIATION> 7,698,596
<TOTAL-ASSETS> 187,816,767
<CURRENT-LIABILITIES> 3,537,051
<BONDS> 555,000
0
0
<COMMON> 348,910
<OTHER-SE> 183,288,033
<TOTAL-LIABILITY-AND-EQUITY> 187,816,767
<SALES> 8,096,821
<TOTAL-REVENUES> 7,477,069
<CGS> 0
<TOTAL-COSTS> 8,164,242
<OTHER-EXPENSES> (248,606)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,236,353
<INCOME-PRETAX> (2,674,920)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,674,920)
<DISCONTINUED> 0
<EXTRAORDINARY> (1,114,124)
<CHANGES> 0
<NET-INCOME> (3,789,044)
<EPS-BASIC> (1.29)
<EPS-DILUTED> (1.29)
</TABLE>
