<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 JUNE 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.)
50 EAST RIVERCENTER BOULEVARD
SUITE 180
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 - 34,649,794 shares outstanding as of
August 4, 2000
<PAGE> 2
REGENT COMMUNICATIONS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION Page
Number
------
<S> <C> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
for the three months and six months ended June 30, 2000
(unaudited) and June 30, 1999 (unaudited) ....................... 3
Condensed Consolidated Balance Sheets as of
June 30, 2000 (unaudited) and December 31, 1999 ................. 4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 (unaudited)
and June 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 ....................................... 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 4. Submission of Matters to a Vote of Security Holders....................... 14
Item 5. Other Information......................................................... 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 Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Gross broadcast revenues $ 11,610,908 $ 6,802,937 $ 19,707,729 $ 11,628,861
Less agency commissions (950,348) (487,634) (1,570,100) (793,568)
------------ ------------ ------------ ------------
Net broadcast revenues 10,660,560 6,315,303 18,137,629 10,835,293
Station operating expenses 7,024,397 4,358,220 12,697,296 8,146,685
Depreciation and amortization 1,763,339 897,605 3,268,853 1,669,314
Corporate general and
administrative expenses 1,145,622 544,109 2,131,451 1,159,130
------------ ------------ ------------ ------------
Operating income (loss) 727,202 515,369 40,029 (139,836)
Interest expense 241,661 624,341 2,478,014 1,486,807
Write-down of carrying value of assets held for sale -- 149,542 -- 149,542
Other income, net 479,960 1,904 728,566 85,040
------------ ------------ ------------ ------------
Income(loss) before income taxes and extraordinary items 965,501 (256,610) (1,709,419) (1,691,145)
Income tax expense -- -- -- --
------------ ------------ ------------ ------------
Income(loss) before extraordinary item 965,501 (256,610) (1,709,419) (1,691,145)
Extraordinary loss on extinguishment of debt,
net of taxes -- -- (1,114,124) --
------------ ------------ ------------ ------------
Net income (loss) $ 965,501 $ (256,610) $ (2,823,543) $ (1,691,145)
============ ============ ============ ============
Income (loss) applicable to common shares:
Net income (loss) $ 965,501 $ (256,610) $ (2,823,543) $ (1,691,145)
Preferred stock dividend requirements -- (1,521,808) (628,568) (2,561,000)
Preferred stock accretion -- -- (26,611,258) --
------------ ------------ ------------ ------------
Income (loss) applicable to common shares $ 965,501 $ (1,778,418) $(30,063,369) $ (4,252,145)
============ ============ ============ ============
Basic income (loss) per common share:
Income (loss) before extraordinary items $ .03 $ (7.41) $ (0.98) $ (17.72)
Extraordinary items -- -- (0.04) --
------------ ------------ ------------ ------------
Basic net income (loss) per common share $ .03 $ (7.41) $ (1.02) $ (17.72)
============ ============ ============ ============
Diluted income (loss) per common share:
Income (loss) before extraordinary items $ .03 $ (7.41) $ (0.98) $ (17.72)
Extraordinary items -- -- (0.04) --
------------ ------------ ------------ ------------
Diluted net income (loss) per common share $ .03 $ (7.41) $ (1.02) $ (17.72)
============ ============ ============ ============
Weighted average number of common shares used in
determining the earnings per share calculation:
Basic 34,630,311 240,000 29,365,072 240,000
Diluted 35,597,503 240,000 29,365,072 240,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-3-
<PAGE> 4
<TABLE>
<CAPTION>
REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2000 December 31, 1999
--------------- ------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 33,791,764 $ 3,410,410
Accounts receivable, less allowance for doubtful accounts
of $343,000 in 2000 and $231,000 in 1999 7,688,849 4,681,802
Other current assets 495,511 236,996
Assets held for sale 2,000,000 2,000,000
------------- -------------
Total current assets 43,976,124 10,329,208
Property and equipment, net 17,722,753 12,373,274
Intangible assets, net 119,738,104 58,869,287
Escrow deposit on station acquisitions 5,300,000 --
Other assets, net 1,890,324 2,155,386
------------- -------------
Total assets $ 188,627,305 $ 83,727,155
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 1,530,322 $ 1,061,757
Accrued expenses 1,898,071 1,879,135
Interest payable 6,286 111,194
Current portion of long-term debt 60,000 62,500
------------- -------------
Total current liabilities 3,494,679 3,114,586
------------- -------------
Long-term debt, less current portion 540,000 25,331,307
Warrants and other long-term liabilities 91,756 3,825,225
------------- -------------
Total liabilities 4,126,435 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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 June 30, 2000
and December 31, 1999, respectively -- 2,239,210
Common stock, $.01 par value, 100,000,000 shares authorized;
34,924,946 and 240,000 shares issued at June 30, 2000 and
December 31, 1999, respectively (Note 3) 349,251 2,400
Treasury shares, 275,152 and -0- shares at cost at June 30, 2000 and
December 31, 1999, respectively (1,513,336) --
Additional paid-in capital 256,559,423 --
Retained deficit (70,894,468) (41,496,051)
------------- -------------
Total stockholders' equity (deficit) 184,500,870 (37,809,315)
------------- -------------
Total liabilities and stockholders' equity $ 188,627,305 $ 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>
Six Months Ended
June 30,
---------------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by (used in) operating activities $ 446,949 $ (1,825,876)
Cash flows from investing activities:
Acquisitions of radio stations, net of
cash acquired (68,043,371) (13,339,872)
Proceeds from insurance on fire claim 97,897 --
Capital expenditures (787,624) (986,727)
Proceeds from sale of radio stations -- 1,600,000
Escrow deposit for acquisition of
radio stations (5,300,000) --
------------- ------------
Net cash used in investing activities (74,033,098) (12,726,599)
Cash flows from financing activities:
Proceeds from long-term debt -- 9,300,000
Proceeds from issuance of common
and convertible preferred stocks 156,937,723 13,621,390
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 (24,793,807) (4,997,500)
Payments for deferred financing costs (1,904,021) (274,558)
Payment of issuance costs (11,606,157) (1,815,398)
------------- ------------
Net cash provided by financing activities 103,967,503 15,833,934
------------- ------------
Net increase in cash and cash equivalents 30,381,354 1,281,459
Cash and cash equivalents at beginning of
period 3,410,410 478,545
------------- ------------
Cash and cash equivalents at end of period $ 33,791,764 $ 1,760,004
============= ============
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 $ 941,387 $ 2,114,462
</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 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.
-6-
<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, subject to
possible adjustment according to the provisions of the merger agreement. Regent
anticipates closing this purchase during the second half 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, but excluding 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 and therefore have not been
excluded from the 1999 pro forma results.
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------
2000 1999
---- ----
(unaudited)
<S> <C> <C>
Net broadcast revenues $19,117,152 $18,732,545
Loss before extraordinary items (1,541,370) (1,311,650)
Net loss (2,655,494) (1,311,650)
Net loss per common share before extraordinary items:
Basic and diluted $ (0.94) $ (0.47)
Net loss per common share:
Basic and diluted $ (0.98) $ (0.47)
</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 six-month periods nor are they
indicative of future operations.
-7-
<PAGE> 8
On March 12, 2000, Regent entered into an agreement with Clear Channel
Broadcasting, Inc., Capstar Radio Operating Company and their affiliates. Under
this agreement, as amended, Regent agreed to exchange its eight stations serving
the Mansfield, Ohio (2 FM/1 AM) and Victorville, California (3 FM/2 AM) markets
plus $80,465,000 in cash for 10 stations serving the Grand Rapids, Michigan (3
FM and 1 AM) 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. On May 1, 2000, Yavapai began
providing programming and other services to the Flagstaff stations under a time
brokerage agreement. Regent anticipates closing the disposition in the third
quarter of 2000 following receipt of the FCC's approval of the transaction.
On June 21, 2000, Regent entered into an agreement with StarCom,
Inc. to acquire in a 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 new bank credit facility.
Regent made an escrow deposit in the amount of $250,000. On July 1, 2000, Regent
began providing programming and other services to the stations under a time
brokerage agreement.
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 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 has used and intends to
use 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.
-8-
<PAGE> 9
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
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 under the new credit facility at June 30, 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 1,905,903 shares of common stock and warrants
to purchase 890,000 shares of common stock are dilutive for the second quarter
of 2000, but not for the other periods presented.
<TABLE>
<CAPTION>
Weighted Average Diluted Common Shares Outstanding
Three Months Ended Six Months Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Basic Common Shares 34,630,311 240,000 29,365,072 240,000
Dilutive effect of stock options
and warrants 967,192 -- -- --
---------- ------- ---------- -------
Diluted Common Shares 35,597,503 240,000 29,365,072 240,000
========== ======= ========== =======
</TABLE>
-9-
<PAGE> 10
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 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.
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 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
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 six months ended June 30, 2000 versus June 30, 1999 follows:
Our results from operations for the first three and six 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 for the second quarter of 2000 increased by 69%
from $6,315,000 to $10,661,000; station operating expenses increased 61% from
$4,358,000 to $7,024,000, and depreciation and amortization increased 96% from
$898,000 to $1,763,000. We experienced a 111% increase from $544,000 to
$1,146,000 in corporate general and administrative expenses in 2000 compared to
1999 as a result of increasing the corporate infrastructure to support a company
which is both larger and has its equity traded on a national exchange. Interest
expense decreased 61% from $624,000 to $242,000 as a result of the payoff of our
outstanding bank credit facility with proceeds from our initial public offering
completed January 28, 2000. Other income, net was $480,000, significantly
favorable to the second quarter of 1999 reflecting an increase in interest
income earned in the second quarter of 2000 on the net proceeds from the
initial public offering.
Income per common share for the second quarter of 2000 was $0.03.
Comparison of per common share data for the second quarter of 2000 to that of
the comparable 1999 quarter is not meaningful, as there were only 240,000 common
shares outstanding at June 30, 1999.
Net broadcast revenues for the first six months increased by 67% from
$10,835,000 to $18,138,000; station operating expenses increased 56% from
$8,147,000 to $12,697,000, and depreciation and amortization increased 96% from
$1,669,000 to $3,269,000. Corporate general and administrative expenses
increased 84% from $1,159,000 to $2,131,000 reflecting the increased
infrastructure required to support a larger company. Interest expense increased
67% from $1,487,000 to $2,478,000 reflecting the $1,494,000 increase in warrant
liability which was adjusted to fair market value as of January 28, 2000. Upon
completion of the public offering, this entire liability was reclassified to
additional paid in capital. Other income was $640,000 higher than the prior year
reflecting the increased interest income earned on the outstanding cash received
from the initial public offering.
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 second
quarter of 2000 in comparison to the same period of 1999, our broadcast cash
flow increased by 86% from $1,957,000 to $3,636,000. For the first six months of
2000 compared to the same period of 1999, broadcast cash flows increased by 119%
from $2,421,000 to $5,291,000.
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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 the Flagstaff,
Mansfield, Palmdale and Victorville markets, which the Company intends to sell.
This group of comparable markets is currently represented by three markets and
13 stations. In these comparable markets, for the three months ended June 30,
2000 as compared to the same period in 1999, our net broadcast revenues,
excluding barter revenues, increased 9.5% from $2,200,000 to $2,408,000 and
broadcast cash flow increased 12.6% from $595,000 to $670,000. For the first six
months ended June 30, 2000 as compared to the same period in 1999, comparable
market net broadcast revenues, excluding barter revenues, increased 12.7% from
$3,789,000 to $4,270,000 and broadcast cash flow increased 33.5% from $679,000
to $906,000.
LIQUIDITY AND CAPITAL RESOURCES
In the six months ended June 30, 2000, we generated net cash from
operations of $446,949 compared with usage of $1,825,876 for 1999. The primary
reasons for this difference were the payoff in the first quarter of 1999 of
approximately $1,200,000 of professional fees related to our acquisitions
completed in June 1998 as well as lower interest payments in 2000 as we paid off
outstanding debt in January 2000. For the six months ended June 30, 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 six months of 2000
of $30,381,354 as compared to an increase of $1,281,459 for the same period in
1999.
Our former bank credit facility 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 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
this credit facility were written off in the first fiscal quarter of 2000 and
are reflected in the Statement of Operations as an extraordinary item.
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 will be available for 24 months and thereafter will 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
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<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 $33,800,000, 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 and
one AM radio stations in Grand Rapids, Michigan, in exchange for substantially
all of the assets of our stations in Victorville, California and Mansfield,
Ohio; plus the payment by us of $80,465,000 in cash. We made an escrow deposit
of $5,000,000 and agreed to pay liquidated damages of $28,000,000 if we do not
perform our obligations under the exchange agreement in certain circumstances.
The completion of this transaction is subject to the satisfaction of various
conditions, including the completion of a 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; however, there can be no assurance that the required regulatory approvals
will be able to be obtained or, if obtained, when that will occur. The cash
purchase price obligation to be paid by us in this transaction will be funded
from the remaining net proceeds from our initial public offering of common stock
and by borrowings available to us under our credit facility.
We also have a pending merger with StarCom, Inc. to acquire 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 our new bank
credit facility. We have made an escrow deposit in the amount of $250,000. We
anticipate closing this transaction by the end of 2000.
We also expect over the next six months to incur up to $856,000 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 believe the cash generated from operations, net proceeds from the
sale of our Flagstaff stations and available borrowings under our new bank
credit facility will be sufficient to meet our requirements for pending
acquisitions and corporate expenses and capital expenditures for the foreseeable
future, based on our projected operations and indebtedness.
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
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<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.
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.
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 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
On May 18, 2000, Regent granted options for the purchase of a total
of 94,500 shares of its common stock at an exercise price of $7.50 per share to
17 key employees under the Regent Communications, Inc. 1998 Management Stock
Option Plan. With the exception of options for 50,000 shares granted to one
employee, which were immediately exercisable as of the date of grant, these
options vest ratably over a five-year period and expire ten years from the date
of grant.
On May 23, 2000, Regent issued a total of 34,095 shares of its
common stock to four former directors of Faircom Inc. upon exercise of
outstanding stock options at an exercise price of $1.1064 per share under the
Regent Communications, Inc. Faircom Conversion Stock Option Plan.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Regent Communications, Inc. 2000 Annual Meeting of Stockholders was
held on May 18, 2000. At the annual meeting, stockholders were asked to vote
upon (1) the election of directors, and (2) a proposal to amend Article FOURTH
of our Amended and Restated Certificate of Incorporation to increase the number
of authorized shares of common stock from 60,000,000 to 100,000,000.
The results of the voting were as follows:
(1) Our nine incumbent directors were re-elected to serve until the
next annual meeting of stockholders and until their successors are
elected and qualified. The directors were elected as follows:
Name of Director Shares Voted "FOR" Shares Withheld
---------------- ------------------ ---------------
Terry S. Jacobs 28,890,228 239,965
William L. Stakelin 28,890,228 239,965
Joel M. Fairman 28,879,542 250,651
R. Glen Mayfield 29,012,957 117,236
William H. Ingram 28,890,467 239,726
Richard H. Patterson 28,890,467 239,726
John H. Wyant 28,034,717 1,095,476
Kenneth J. Hanau 29,013,167 117,026
William P. Sutter, Jr. 29,013,307 116,886
(2) The proposal to amend our Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of
common stock from 60,000,000 to 100,000,000 was adopted by an
affirmative vote as follows:
Shares voted "FOR" 27,305,334
Shares voted "AGAINST" 412,932
Shares "ABSTAINING" 1,411,297
ITEM 5. OTHER INFORMATION
On June 21, 2000 we entered into an agreement with StarCom, Inc.
to acquire in a 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.
Regent made an escrow deposit in the amount of $250,000. On July 1, 2000, Regent
began providing programming and other services to the stations under a time
brokerage agreement. We anticipate closing this transaction by the end of the
year, pending FCC approval.
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
We did not file any Forms 8-K during the second quarter of 2000.
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<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: August 10, 2000 By: /s/ Terry S. Jacobs
--------------------------------------
Terry S. Jacobs, Chairman of the Board
and Chief Executive Officer
Date: August 10, 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 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)
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.
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.
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)
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<PAGE> 17
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)
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)
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<PAGE> 18
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.
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
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