þ | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
Page | ||||||||
Number | ||||||||
Required Information: |
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3 | ||||||||
Financial Statements: |
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4 | ||||||||
5 | ||||||||
6 | ||||||||
Additional Information: * |
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14 | ||||||||
15 | ||||||||
16 | ||||||||
EX-23.1 |
* | Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
2
3
December 31, | ||||||||
2008 | 2007 | |||||||
Assets: |
||||||||
Investments |
$ | 7,689,502 | $ | 10,807,668 | ||||
Receivables: |
||||||||
Participant contributions |
52 | 45,247 | ||||||
Employer contributions |
110,330 | 122,321 | ||||||
Total receivables |
110,382 | 167,568 | ||||||
Total Assets |
$ | 7,799,884 | $ | 10,975,236 | ||||
Liabilities: |
||||||||
Due to Plan Administrator |
$ | 17,138 | $ | — | ||||
Total Liabilities |
$ | 17,138 | $ | — | ||||
Net assets available for benefits |
$ | 7,782,746 | $ | 10,975,236 | ||||
4
For the Year Ended | ||||
December 31, | ||||
2008 | ||||
Investment (loss) income: |
||||
Net depreciation in fair value of investments (See Note 3) |
$ | (4,885,060 | ) | |
Dividends and interest |
260,939 | |||
Less investment expenses |
7,923 | |||
Total investment loss |
(4,632,044 | ) | ||
Contributions: |
||||
Participant contributions |
1,494,417 | |||
Employer contributions, net of forfeitures |
497,716 | |||
Total contributions |
1,992,133 | |||
Total |
(2,639,911 | ) | ||
Deductions |
||||
Benefits paid to participants |
552,579 | |||
Net decrease |
(3,192,490 | ) | ||
Net assets available for benefits: |
||||
Beginning of year |
10,975,236 | |||
End of year |
$ | 7,782,746 | ||
5
a. | General — The Plan is a defined contribution plan covering all employees (other than non-resident aliens, foreign aliens temporarily residing in the United Sates, and employees who are clerks, interns, co-op students or employed for the sole purpose of completing a specified project of limited duration) of Regent Communications, Inc. (the “Company”) and its affiliates, who have at least one year of service with at least 1,000 hours of service and are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). | ||
b. | Contributions — Eligible participants may elect to have a percentage of their pre-tax annual compensation, as defined in the Plan, contributed to the Plan, subject to Internal Revenue Service (“IRS”) limits. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. These amounts are included in participant contributions in the Statement of Changes in Net Assets Available for Benefits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Company matches 50 percent of the first six percent of compensation that a participant contributes to the Plan. The Company matching contribution is invested directly in Regent Communications, Inc. common stock. At their discretion, participants may later direct the investment of matching contributions among other investment options made available through the Plan. The Company may, at its discretion, make additional contributions to the Plan. Effective January 14, 2009, the Company suspended matching contributions to the Plan. | ||
c. | Participant Accounts — Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution, (b) Plan earnings, and (c) certain administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. | ||
Participants may change their investment allocation elections daily and may change their contribution percentage on a monthly basis. | |||
d. | Vesting — Participants are vested immediately in their contributions plus actual earnings thereon. Participants vest in a percentage of Company contributions plus actual earnings thereon as follows: |
Years of Credited Vesting Service | Vesting Percentage | |||
Less than two years |
0 | % | ||
Two but less than three years |
33.3 | % | ||
Three but less than four years |
66.6 | % | ||
Four or more years |
100 | % |
6
e. | Participant Loans — Participants who are actively employed may borrow from their fund accounts a minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Participants pay all loan fees and interest on loans. All loans must be adequately secured, and participants must use up to one-half of their vested account balance in the Plan as collateral. The loans bear interest at prevailing rates charged by banks for loans which would be made under similar circumstances. Principal and interest are paid ratably through payroll deductions. Loans generally must be repaid within five years. Participant loans were $189,705 and $205,354 at December 31, 2008 and 2007, respectively. | ||
f. | Payment of Benefits — Distribution of a participant’s vested account balance is made in one lump sum payment to the participant, or their beneficiary, upon termination of employment, permanent disability, or death. Participant accounts that are vested and less than or equal to $1,000 will be automatically distributed to the participant. Participants whose accounts are vested and have a balance greater than $1,000 but less than or equal to $5,000 must elect in writing whether to receive the distribution directly or have it paid directly to an eligible retirement plan of their choice. If no written election is made, the Plan Administrator will distribute the funds in a direct rollover to an individual retirement plan of its choice. Participant accounts in excess of $5,000 will not be distributed to the participant before they attain age 65, without the written consent of the participant. Participants may apply for hardship withdrawals, subject to approval by the Plan Administrator. The contributions and earnings are taxable to the participants, subject to certain exceptions, upon withdrawal from the Plan. | ||
g. | Forfeitures — At December 31, 2008 and 2007, forfeited non-vested accounts totaled approximately $2,949 and $5,636, respectively. These accounts may be used to reduce future employer contributions or may be used to pay administrative expenses of the Plan. | ||
h. | Plan Administration and Expenses — Certain administrative expenses of the Plan are paid by the Company. The Company is the Plan Administrator, and the Plan’s trustee is Fidelity Management Trust Company. In 2008, the Company instituted a policy whereby terminated participants are required to pay their own quarterly administration fee to the plan record keeper. |
a. | Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | ||
b. | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. |
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c. | Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. The fair value of participant loans approximates the carrying value. | ||
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net (depreciation) appreciation in the fair value of its investments, which consists of the realized gains or losses of investments sold during the year and the unrealized (depreciation) appreciation on those investments held at year end. | |||
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis. They are reflected as a reduction of investment income. | |||
d. | Risks and Uncertainties — The investments are subject to market risk. The degree of market risk for individual funds varies based upon the applicable underlying assets, among other things. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of these investments, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits. | ||
e. | Payment of Benefits — Benefits are recorded in the period participants request distribution of payment. | ||
f. | Contributions — Employee contributions are recorded in the period during which the Company makes the payroll deductions from the participants’ compensation. Employer contributions generally are contributed in the quarter subsequent to the one in which the match is granted. | ||
g. | Due to Plan Administrator — The Plan is required to return contributions received during the Plan year in excess of Internal Revenue Code and Plan limits. During the 2008 Plan year, certain contributions were refunded to participants by the Company. The Company, on behalf of the Plan, refunded these contributions in 2008 and the Company was reimbursed these amounts by the Plan in January 2009. | ||
h. | New Accounting Pronouncements — Effective January 1, 2008, the Plan prospectively adopted the provisions Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements.” SFAS 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. The effect of the adoption of SFAS 157 had no impact on the Statement of Net Assets Available for Benefits and Statement of Changes in Net Assets Available for Benefits; however, additional disclosures are required as set forth in Note 9. |
8
December 31, | ||||||||
2008 | 2007 | |||||||
**Fidelity Capital Appreciation Fund; 58,405 shares and 58,191 shares,
respectively |
$ | 918,708 | $ | 1,557,183 | ||||
**Fidelity Contrafund; 19,065 shares and 16,386 shares, respectively |
862,880 | 1,197,965 | ||||||
**Fidelity Freedom 2020 Fund; 78,515 shares and 64,694 shares,
respectively |
789,078 | 1,022,809 | ||||||
**Fidelity International Discovery Fund; 45,348 shares and 44,604
shares, respectively |
1,071,582 | 1,921,535 | ||||||
**Fidelity Large Cap Value Fund; 50,390 shares and 51,473 shares,
respectively |
430,830 | 746,355 | ||||||
**Fidelity U.S. Bond Index Fund; 93,112 shares and 79,041 shares,
respectively |
1,004,676 | 860,757 | ||||||
Spartan U.S. Equity Index Fund; 23,706 shares and 22,027 shares,
respectively |
756,229 | 1,143,203 | ||||||
**Fidelity
Retirement Money Market Portfolio; 769,603 shares |
769,603 | *** | ||||||
**Regent Communications, Inc. common stock; 491,571 shares* |
*** | 757,214 |
* | Nonparticipant-directed | |
** | Party-in-interest | |
*** | Less than 5% |
Mutual funds |
$ | (3,745,725 | ) | |
Regent Communications, Inc. common stock |
(1,139,335 | ) | ||
Net depreciation in fair value of investments |
$ | (4,885,060 | ) | |
9
Year Ended | ||||
December 31, 2008 | ||||
Changes in Regent Communications, Inc.
common stock: |
||||
Participant contributions |
$ | 2,714 | ||
Employer contributions |
497,716 | |||
Change in employer receivable |
11,991 | |||
Net depreciation |
(1,139,335 | ) | ||
Benefits paid to participants |
(25,705 | ) | ||
Net transfers to participant-directed
investments |
(11,749 | ) | ||
Administrative fee |
(2,103 | ) | ||
Net Change in Regent Communications, Inc.
common stock |
(666,471 | ) | ||
Regent Communications, Inc. common stock,
Beginning of Year |
757,214 | |||
Regent Communications, Inc. common stock,
End of Year |
$ | 90,743 | ||
10
• | Level 1: Quoted prices in active markets for identical assets or liabilities. | ||
• | Level 2: Observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||
• | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
11
Quoted Market | Significant | |||||||||||||||
Prices for | Significant Other | Unobservable | ||||||||||||||
Identical Assets — | Observable Inputs — | Inputs — | ||||||||||||||
Financial Asset | December 31, 2008 | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: |
||||||||||||||||
Common stock |
$ | 90,743 | $ | 90,743 | ||||||||||||
Mutual funds |
$ | 7,409,054 | $ | 7,409,054 | ||||||||||||
Participant loans |
$ | 189,705 | $ | 189,705 |
2008 | ||||
Net assets available for benefits per the financial statements |
$ | 7,782,746 | ||
Certain deemed distributions of participant loans and
related interest |
(8,186 | ) | ||
Net assets available for benefits per the Form 5500 |
$ | 7,774,560 | ||
2008 | ||||
Total investments per the financial statements |
$ | 7,689,502 | ||
Certain deemed distributions of participant loans and
related interest |
(8,186 | ) | ||
Total investments (current value column) per Form 5500 Schedule
of Assets (Held at End of Year) |
$ | 7,681,316 | ||
2008 | ||||
Total net investment loss per the financial statements |
$ | (4,632,044 | ) | |
Less: interest on deemed distributions |
(348 | ) | ||
Plus: investment expenses |
7,923 | |||
Total loss on investments per the Form 5500 |
$ | (4,624,469 | ) | |
12
2008 | ||||
Total distributions to participants per the financial statements |
$ | (552,579 | ) | |
Plus: current year deemed distributions |
(7,853 | ) | ||
Less: loans deemed distributed in prior year |
(292 | ) | ||
Total distributions to participants per the Form 5500 |
$ | (560,140 | ) | |
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NUMBER | MARKET | |||||||||||
NAME OF ISSUER AND TITLE OF ISSUE | OF SHARES | COST | VALUE | |||||||||
American Beacon Large Cap Value Fund- Plan
Ahead
Class |
1,784 | ** | $ | 23,384 | ||||||||
***Fidelity Capital Appreciation Fund |
58,405 | ** | 918,708 | |||||||||
***Fidelity Contrafund |
19,065 | ** | 862,880 | |||||||||
***Fidelity Freedom 2000 Fund |
9,124 | ** | 91,693 | |||||||||
***Fidelity Freedom 2005 Fund |
330 | ** | 2,765 | |||||||||
***Fidelity Freedom 2010 Fund |
1,600 | ** | 16,575 | |||||||||
***Fidelity Freedom 2015 Fund |
7,314 | ** | 62,606 | |||||||||
***Fidelity Freedom 2020 Fund |
78,515 | ** | 789,078 | |||||||||
***Fidelity Freedom 2025 Fund |
2,630 | ** | 21,649 | |||||||||
***Fidelity Freedom 2030 Fund |
11,930 | ** | 116,436 | |||||||||
***Fidelity Freedom 2035 Fund |
11,622 | ** | 93,327 | |||||||||
***Fidelity Freedom 2040 Fund |
3,284 | ** | 18,356 | |||||||||
***Fidelity Freedom 2045 Fund |
138 | ** | 906 | |||||||||
***Fidelity Freedom 2050 Fund |
115 | ** | 740 | |||||||||
***Fidelity Freedom Income Fund |
127 | ** | 1,211 | |||||||||
***Fidelity International Discovery Fund |
45,348 | ** | 1,071,582 | |||||||||
***Fidelity Large Cap Value Fund |
50,390 | ** | 430,830 | |||||||||
***Fidelity Retirement Money Market Portfolio |
769,603 | ** | 769,603 | |||||||||
***Fidelity Small Cap Stock Fund |
404 | ** | 3,956 | |||||||||
***Fidelity U.S. Bond Index Fund |
93,112 | ** | 1,004,676 | |||||||||
Legg Mason Value Trust Financial Intermediary |
6,992 | ** | 204,364 | |||||||||
Neuberger Berman International- Trust Class |
1,869 | ** | 22,703 | |||||||||
RS Partners |
4,358 | ** | 78,440 | |||||||||
Spartan U.S. Equity Index Fund |
23,706 | ** | 756,229 | |||||||||
Third Avenue Value Fund |
1,411 | ** | 46,357 | |||||||||
***Regent Communications, Inc. common stock* |
1,020,131 | $ | 2,328,189 | 90,743 | ||||||||
***Participant Loans (interest rates range from
5.00% to 9.25%) |
— | ** | 181,519 | |||||||||
Grand Total |
$ | 7,681,316 | ||||||||||
* | Nonparticipant-directed investment | |
** | This information is not required for participant-directed accounts. | |
*** | Party-in-interest |
14
Current Value | Net | |||||||||||||||||||||||
Identity of | Description of | Purchase | Selling | Cost of | of Asset on | Gain | ||||||||||||||||||
Party Involved | Asset | Price | Price | Asset | Transaction Date | (Loss) | ||||||||||||||||||
SINGLE TRANSACTIONS |
||||||||||||||||||||||||
None. |
||||||||||||||||||||||||
SERIES TRANSACTIONS |
||||||||||||||||||||||||
*Regent
Communications,
Inc. |
common stock | $ | 509,707 | $ | — | $ | 509,707 | $ | 509,707 | $ | — |
* | Party-in-interest |
15
Relationship to Plan, | ||||||
Identity of | Employer, or Other | Description of | ||||
Party Involved | Party-in-Interest | Transaction | Amount | |||
Regent Communications, Inc. |
Employer/Plan Sponsor | Participant contributions for employees | $199 | |||
were not funded within the time period | ||||||
prescribed by D.O.L. Regulation | ||||||
2510.3-102. The April 5, 2007 | ||||||
participant contributions were deposited | ||||||
on January 22, 2008. |
16
REGENT COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN |
||||
Date: June 24, 2009 | /s/ Ginger A. Scherbarth | |||
Ginger A. Scherbarth | ||||
Director of Human Resources Regent Communications, Inc. |
17