REGENT COMMUNICATIONS FORM 10-Q

(Mark One)
x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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.)

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.

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 – 46,554,695 shares outstanding as of November 6, 2002

INDEX

			Page Number

PART I FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited)	3
		Condensed Consolidated Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001	4
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited)	5
		Notes to Condensed Consolidated Financial Statements (unaudited)	6
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		32
	Item 4. Controls and Procedures		33
PART II OTHER INFORMATION
	Item 1. Legal Proceedings		33
	Item 2. Changes in Securities and Use of Proceeds		33
	Item 6. Exhibits and Reports on Form 8-K		34

	Three Months Ended						Nine Months Ended
	September 30,						September 30,

	2002			2001			2002			2001


Gross broadcast revenues	$	20,659		$	15,507		$	54,117		$	44,119
Less agency commissions		1,949			1,478			5,159			4,098

Net broadcast revenues		18,710			14,029			48,958			40,021
Station operating expenses		12,744			9,851			34,160			28,165
Depreciation and amortization		798			3,380			2,476			9,998
Corporate general and administrative expenses		1,498			1,227			4,583			3,810
Gain on sale of long-lived assets		—			—			442			—

Operating income (loss)		3,670			(429	)		8,181			(1,952	)
Interest expense, net		(377	)		(724	)		(1,859	)		(2,498	)
Other expense, net		(15	)		(239	)		(234	)		(515	)
Gain on sale of radio stations		—			—			—			4,463

Income (loss) before cumulative effect of accounting change and income taxes		3,278			(1,392	)		6,088			(502	)
Income tax (expense) benefit		(1,461	)		400			(2,529	)		1,000

Income (loss) before cumulative effect of accounting change		1,817			(992	)		3,559			498
Cumulative effect of accounting change, net of applicable income taxes of $3,762		—			—			(6,138	)		—

Net income (loss)	$	1,817		$	(992	)	$	(2,579	)	$	498

Basic and diluted income (loss) per common share:
Before cumulative effect of accounting change	$	0.04		$	(0.03	)	$	0.08		$	0.01

Net income (loss)	$	0.04		$	(0.03	)	$	(0.06	)	$	0.01

Weighted average number of common shares:
Basic		46,759			34,153			42,039			33,945
Diluted		47,075			34,153			42,584			34,851

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

	September 30,			December 31,
	2002			2001

	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,973		$	1,765
Accounts receivable, less allowance of $906 and $719 at September 30, 2002 and December 31, 2001, respectively		11,600			9,772
Other current assets		1,037			642

Total current assets		16,610			12,179
Property and equipment, net		26,112			25,817
Intangible assets, net		237,544			253,643
Goodwill, net		26,754			12,777
Other assets, net		1,399			1,940

Total assets	$	308,419		$	306,356

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,869		$	2,044
Accrued compensation		1,832			1,000
Accrued expenses and other current liabilities		2,856			3,010

Total current liabilities		7,557			6,054
Long-term debt, less current portion		12,874			87,019
Deferred taxes and other long-term liabilities		5,535			4,945

Total liabilities		25,966			98,018
Commitments and Contingencies
Stockholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 48,042,024 and 36,948,362 shares issued at September 30, 2002 and December 31, 2001, respectively		480			369
Treasury shares, 1,465,110 and 1,308,173 shares, at cost, at September 30, 2002 and December 31, 2001, respectively		(7,476	)		(6,757	)
Additional paid-in capital		347,996			270,694
Retained deficit		(58,547	)		(55,968	)

Total stockholders’ equity		282,453			208,338

Total liabilities and stockholders’ equity	$	308,419		$	306,356

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

	Nine Months Ended September 30,

	2002			2001

Cash flows from operating activities:
Net cash provided by operating activities	$	7,635		$	4,977
Cash flows from investing activities:
Acquisition of radio stations and related acquisition costs, net of cash acquired		(4,691	)		(19,503	)
Capital expenditures		(2,421	)		(2,129	)
Net proceeds from sale of radio stations		—			13,440
Net proceeds from disposal of long-lived assets		1,829			—
Escrow deposits for acquisitions of radio stations		—			(375	)
Other		—			23

Net cash used in investing activities		(5,283	)		(8,544	)
Cash flows from financing activities:
Net proceeds from issuance of common stock		75,775			20
Principal payments on long-term debt		(79,145	)		(16,476	)
Purchase of treasury shares		(954	)		—
Long-term debt borrowings		5,000			20,500
Payment of equity issuance costs		(820	)		(10	)

Net cash (used in) provided by financing activities		(144	)		4,034

Net increase in cash and cash equivalents		2,208			467
Cash and cash equivalents at beginning of period		1,765			778

Cash and cash equivalents at end of period	$	3,973		$	1,245

Supplemental schedule of non-cash financing and investing activities:
Common stock issued in conjunction with the acquisition of option to purchase stations in Grand Rapids, Michigan	$	999		$	—
Common stock issued in conjunction with the acquisition of stations in Flint, Michigan	$	1,446		$	—
Common stock issued in conjunction with the acquisition of six radio stations in Peoria, Illinois	$	—		$	6,000

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

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Regent Communications, Inc. (including its wholly-owned subsidiaries, the “Company” or “Regent”) was formed to acquire, own and operate radio stations in medium-sized and small markets in the United States.

The condensed consolidated financial statements of Regent have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown. All adjustments are of a normal and recurring nature. 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, 2001 condensed consolidated balance sheet was derived from audited consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Regent’s Form 10-K for the year ended December 31, 2001.

On March 12, 2002, the Company completed the disposition of substantially all the operating assets of WGNA-AM, serving the Albany, New York market, for $2.0 million in cash to ABC, Inc. On February 15, 2002, ABC, Inc. began providing programming and other services to the station under a time brokerage agreement. The Company recognized a gain of approximately $442,000 on the sale. The Company treated the disposal of WGNA-AM as the disposal of long-lived assets, rather than a business or a component of a business, due to the fact that the station had no independent revenue stream from its operations.

On June 1, 2002, the Company acquired, through a subsidiary merger with The Frankenmuth Radio Co., Inc., WRCL-FM (formerly WZRZ-FM) serving the Flint, Michigan market, for 209,536 shares of Regent common stock, valued at approximately $1.4 million. The Company also purchased the land and broadcasting assets used by WRCL-FM from MTE Corporation, a related entity, for approximately $0.6 million in cash, net of $125,000, which the Company placed in escrow in 2001 to secure its obligations under these agreements. Prior to the closing, the Company provided programming and other services to the station under a time brokerage agreement, which began January 1, 2002. The Company has allocated approximately $0.6 million of the total purchase price to fixed assets and approximately $1.4 million to FCC licenses. Additionally, approximately $0.5 million of goodwill related to deferred taxes associated with the merger was recorded.

Also on June 1, 2002, the Company purchased the outstanding stock of Haith Broadcasting Corporation, owner of WFGR-FM serving the Grand Rapids, Michigan market for approximately $3.9 million. The purchase price was paid in cash, net of $250,000 that the Company placed in escrow in 2001 to secure its obligations under this agreement. In conjunction with the above stock purchase, on February 4, 2002, the Company purchased the option to buy WFGR-FM from Connoisseur Communications of Flint, L.L.P., paid by the issuance of 174,917

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

shares of Regent common stock, valued at approximately $1.0 million. Prior to the closing of the agreement, the Company provided programming and other services to the station under a time brokerage agreement, which began January 1, 2002. The Company has allocated approximately $38,000 of the purchase price to fixed assets and approximately $4.9 million to FCC licenses. Additionally, approximately $1.4 million of goodwill related to deferred taxes associated with the merger was recorded.

On November 15, 2001, Regent entered into an agreement with Covenant Communications Corporation to acquire substantially all of the assets of WRXF-FM and WLSP-AM, serving the Flint, Michigan market, for $1.3 million in cash. In 2001, the Company placed $65,000 in escrow to secure its obligations under this agreement, and on December 3, 2001, Regent began providing programming and other services to the stations under a time brokerage agreement. On October 1, 2002, Regent consummated this transaction, and has preliminarily allocated approximately $0.2 million of the purchase price to fixed assets and approximately $1.1 million to FCC licenses.

On August 27, 2002, Regent entered into an agreement to acquire the assets of 12 radio stations from Brill Media Company LLC and its related entities. At such time, Regent received final approval for the acquisition from the federal bankruptcy court presiding over the Brill Media bankruptcy. On September 11, 2002, the Company began providing programming and other services to the stations under a time brokerage agreement. The stations to be acquired and the markets they serve are as follows:

•	WIOV-FM and WIOV-AM, serving the Lancaster-Reading, Pennsylvania market

•	WKDQ-FM, WBKR-FM, and WOMI-AM, serving the Evansville, Indiana and Owensboro, Kentucky markets

•	KTRR-FM, KUAD-FM, and an FM station construction permit (which began broadcast operations on November 1, 2002 as KKQZ-FM), serving the Ft. Collins-Greeley, Colorado market, and

•	KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM, serving the Duluth, Minnesota market

The purchase price of these assets is approximately $62.0 million. Regent will pay up to one-half of the acquisition price in Regent common stock, based on a per share price equal to the average daily closing price for the ten consecutive trading days ending on the second trading day immediately preceding the closing date. In the event that the per share price calculated for such period is less than $7.50, the Company may, at its sole discretion, substitute cash for any or all of such stock consideration. The non-stock portion of the purchase price will be paid in cash, and in no event will be less than $31.0 million. The Company expects to fund the cash portion of the purchase price with available borrowings under the credit facility, and has secured its obligations under this agreement by issuing a letter of credit for $15.0 million through its credit facility. The Company anticipates closing the transaction during the fourth quarter of 2002 or the first quarter of 2003.

The following unaudited pro forma data summarize the combined results of operations of Regent, together with the operations of significant stations acquired in 2001, but excluding the

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

operations of the Palmdale, California stations disposed of in the second quarter of 2001. The nine months ended September 30, 2002 have not been presented. Regent operated the stations acquired during the first nine months of 2002 under time brokerage agreements since January 1, 2002, making the impact of the station acquisitions not significant.

	Nine Months Ended September 30, 2001 (unaudited) (in thousands, except per share amounts)
Net broadcast revenues		$	45,881
Net income		$	3,056
Net income per common share:
Basic and diluted		$	0.09

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 nine-month period.

The Company has 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 $125.0 million (including a commitment to issue letters of credit of up to $25.0 million in aggregate face amount, subject to the maximum revolving commitment available). Regent incurred approximately $2.0 million in financing costs related to the credit facility, which are being amortized over the life of the agreement. The credit facility is available for working capital and acquisitions, including related acquisition expenses. In accordance with the terms of the credit facility, during the first nine months of 2002, available borrowings under the credit facility were reduced in total by approximately $17.7 million due to scheduled permanent reductions in available borrowings and provisions of the excess cash flow calculation. The Company received net proceeds of approximately $74.6 million from the April 29, 2002 public sale of Regent common stock. Regent used approximately $70.6 million of such proceeds to pay down outstanding indebtedness under the facility. Under the terms and conditions of the credit facility, available borrowings under the facility would have been permanently reduced by the net proceeds received from the Stock Offering. However, the Company exercised its option to provide a reinvestment notice to the lender, which will allow Regent to re-borrow substantially all of the net proceeds received from the common stock offering for acquisitions and other permitted investments which are complete and/or for which binding agreements are obtained within 270 days of such repayment. The Brill Media acquisition qualifies for such treatment under the reinvestment notice and the Company will re-borrow at least $31.0 million of the purchase price for the stations, the minimum portion which must be paid in cash, and may, at its option, fund the entire $62.0 million purchase price through borrowings under the facility. The Company is actively

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

exploring additional acquisition opportunities and anticipates fully reinvesting such monies within the applicable time periods; however, there can be no assurances in this regard. If Regent is unable to reinvest the remaining monies in suitable acquisitions, the amount of the available commitment would be permanently reduced by such amount unless a waiver or modification of the credit facility terms could be obtained. At September 30, 2002 and 2001 there were borrowings of approximately $12.5 million and $48.6 million, respectively, outstanding under this facility and there were approximately $79.9 million and $76.4 million of available borrowings, subject to the terms and conditions of the credit facility. At September 30, 2002 and 2001, approximately $15.0 million and $2.3 million of the available borrowings were committed under letters of credit, respectively.

Under the credit facility, the Company is 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 the credit facility bear interest at a rate equal to, at the Company’s option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base 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, which varies between 1.25% and 2.75% depending upon the Company’s financial leverage. Borrowings under the credit facility bore interest at an average rate of 3.1% and 4.8% as of September 30, 2002 and 2001, respectively. The Company is required to pay certain fees to the agent and the lenders for the underwriting commitment, administration and use of the credit facility. The Company’s indebtedness under this credit facility is collateralized by liens on substantially all of its assets and by a pledge of its operating and license subsidiaries’ stock and is guaranteed by these subsidiaries.

The Company conducts the majority of its business through its subsidiaries (“Subsidiary Guarantors”). The Subsidiary Guarantors are wholly-owned by Regent Broadcasting, Inc. (“RBI”), which is a wholly-owned subsidiary of Regent Communications, Inc. (“RCI”). The Subsidiary Guarantors are guarantors of any debt securities that could be issued by RCI or RBI, and are therefore considered registrants of such securities. RCI would also guarantee any debt securities that could be issued by RBI. All such guarantees will be full and unconditional and joint and several. No debt securities have been issued by either RBI or RCI to date.

Set forth below are consolidating financial statements for RCI, RBI and the Subsidiary Guarantors as of September 30, 2002 and December 31, 2001, and the three and nine month periods ended September 30, 2002 and 2001. The equity method of accounting has been used by the Company to report its investment in subsidiaries. Substantially all of RCI’s and RBI’s income and cash flow are generated by their subsidiaries. Separate financial statements for the Subsidiary Guarantors are not presented based on management’s determination that they do not provide additional information that is material to investors.

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Statements of Operations (in thousands) For the quarter ended September 30, 2002

							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total

Gross broadcast revenues	$	—		$	—		$	20,659		$	—		$	20,659
Agency commissions		—			—			1,949			—			1,949

Net broadcast revenue		—			—			18,710			—			18,710
Station operating expenses		—			—			12,744			—			12,744
Depreciation and amortization		—			—			798			—			798
Corporate general and administrative expenses		1,448			50			—			—			1,498
Equity in (loss in) earnings of subsidiaries		1,731			3,195			—			(4,926	)		—

Operating income (loss)		283			3,145			5,168			(4,926	)		3,670
Interest expense, net		(24	)		(353	)		—			—			(377	)
Other expense, net		—			—			(15	)		—			(15	)

Income (loss) before income taxes		259			2,792			5,153			(4,926	)		3,278
Income tax (expense) benefit		(98	)		(1,061	)		(1,958	)		1,656			(1,461	)

Net income (loss)	$	161		$	1,731		$	3,195		$	(3,270	)	$	1,817

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Statements of Operations (in thousands) For the quarter ended September 30, 2001

							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total

Gross broadcast revenues	$	—		$	—		$	15,507		$	—		$	15,507
Agency commissions		—			—			1,478			—			1,478

Net broadcast revenue		—			—			14,029			—			14,029
Station operating expenses		—			—			9,851			—			9,851
Depreciation and amortization		—			—			3,380			—			3,380
Corporate general and administrative expenses		1,177			50			—			—			1,227
(Loss in) equity in earnings of subsidiaries		(250	)		344			—			(94	)		—

Operating (loss) income		(1,427	)		294			798			(94	)		(429	)
Interest expense, net		(27	)		(697	)		—			—			(724	)
Gain on sale of assets		—			—			—			—			—
Other income (expense), net		4			—			(243	)		—			(239	)

(Loss) income before income taxes		(1,450	)		(403	)		555			(94	)		(1,392	)
Income tax benefit (expense)		551			153			(211	)		(93	)		400

Net (loss) income	$	(899	)	$	(250	)	$	344		$	(187	)	$	(992	)

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Statements of Operations (in thousands) For the nine months ended September 30, 2002

							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total

Gross broadcast revenues	$	—		$	—		$	54,117		$	—		$	54,117
Agency commissions		—			—			5,159			—			5,159

Net broadcast revenue		—			—			48,958			—			48,958
Station operating expenses		—			—			34,160			—			34,160
Depreciation and amortization		—			—			2,476			—			2,476
Corporate general and administrative expenses		4,533			50			—			—			4,583
(Loss in) equity in earnings of subsidiaries		(158	)		1,631			—			(1,473	)		—
Gain on sale of long-lived assets		—			—			442			—			442

Operating (loss) income		(4,691	)		1,581			12,764			(1,473	)		8,181
Interest expense, net		(24	)		(1,835	)		—			—			(1,859	)
Other expense, net		—			—			(234	)		—			(234	)

(Loss) income before cumulative effect of accounting change and income taxes		(4,715	)		(254	)		12,530			(1,473	)		6,088
Income tax benefit (expense)		1,792			96			(4,761	)		344			(2,529	)

(Loss) income before cumulative effect of accounting change		(2,923	)		(158	)		7,769			(1,129	)		3,559
Cumulative effect of accounting change, net of income taxes		—			—			(6,138	)		—			(6,138	)

Net (loss) income	$	(2,923	)		$ (158	)	$	1,631		$	(1,129	)	$	(2,579	)

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Statements of Operations (in thousands) For the nine months ended September 30, 2001


		RCI			RBI			Subsidiary Guarantors			Eliminations		Total

Gross broadcast revenues		$	—		$	—		$	44,119		$	—	$	44,119
Agency commissions			—			—			4,098			—		4,098

Net broadcast revenue			—			—			40,021			—		40,021
Station operating expenses			—			—			28,165			—		28,165
Depreciation and amortization			—			—			9,998			—		9,998
Corporate general and administrative expenses			3,760			50			—			—		3,810
(Loss in) equity in earnings of subsidiaries			(1,047	)		833			—			214		—

Operating (loss) income			(4,807	)		783			1,858			214		(1,952	)
Interest expense, net			(27	)		(2,471	)		—			—		(2,498	)
Gain on sale of assets			4,463			—			—			—		4,463
Other expense, net			—			—			(515	)		—		(515	)

(Loss) income before cumulative effect of accounting change and income taxes			(371	)		(1,688	)		1,343			214		(502	)
Income tax benefit (expense)			141			641			(510	)		728		1,000

(Loss) income before cumulative effect of accounting change			(230	)		(1,047	)		833			942		498
Cumulative effect of accounting change, net of income taxes			—			—			—			—		—

Net (loss) income		$	(230	)	$	(1,047	)	$	833		$	942	$	498

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Balance Sheets (in thousands) September 30, 2002

		RCI		RBI		Subsidiary Guarantors		Eliminations			Total

Cash and cash equivalents		$	—	$	3,973	$	—	$	—		$	3,973
Accounts receivable, net			—		—		11,600		—			11,600
Other current assets			412		—		625		—			1,037

Total current assets			412		3,973		12,225		—			16,610
Intercompany receivable			—		—		22,928		(22,928	)		—
Investment in subsidiaries			284,034		314,406		—		(598,440	)		—
Property and equipment, net			413		—		25,699		—			26,112
Intangible assets, net			—		—		237,544		—			237,544
Goodwill, net			—		—		26,754		—			26,754
Other assets, net			59		1,220		120		—			1,399

Total assets		$	284,918	$	319,599	$	325,270	$	(621,368	)	$	308,419

Accounts payable and accrued expenses		$	2,000	$	228	$	5,329	$	—		$	7,557
Intercompany payable			—		22,928		—		(22,928	)		—

Total current liabilities			2,000		23,156		5,329		(22,928	)		7,557
Long-term debt, less current portion			465		12,409		—		—			12,874
Deferred taxes and other long-term liabilities			—		—		5,535		—			5,535

Total liabilities			2,465		35,565		10,864		(22,928	)		25,966
Stockholders’ equity			282,453		284,034		314,406		(598,440	)		282,453

Total liabilities and stockholders’ equity		$	284,918	$	319,599	$	325,270	$	(621,368	)	$	308,419

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Balance Sheets (in thousands) December 31, 2001

		RCI		RBI		Subsidiary Guarantors		Eliminations			Total

Cash and cash equivalents		$	—	$	1,765	$	—	$	—		$	1,765
Accounts receivable, net			—		—		9,772		—			9,772
Other current assets			221		—		421		—			642

Total current assets			221		1,765		10,193		—			12,179
Intercompany receivable			—		—		15,587		(15,587	)		—
Investment in subsidiaries			209,591		308,998		—		(518,589	)		—
Property and equipment, net			403		—		25,414		—			25,817
Intangible assets, net			—		—		253,643		—			253,643
Goodwill, net			—		—		12,777		—			12,777
Other assets, net			—		1,290		650		—			1,940

Total assets		$	210,215	$	312,053	$	318,264	$	(534,176	)	$	306,356

Accounts payable and accrued expenses		$	1,382	$	351	$	4,321	$	—		$	6,054
Intercompany payable			—		15,587		—		(15,587	)		—

Total current liabilities			1,382		15,938		4,321		(15,587	)		6,054
Long-term debt, less current portion			495		86,524		—		—			87,019
Deferred taxes and other long-term liabilities			—		—		4,945		—			4,945

Total liabilities			1,877		102,462		9,266		(15,587	)		98,018
Stockholders’ equity			208,338		209,591		308,998		(518,589	)		208,338

Total liabilities and stockholders’ equity		$	210,215	$	312,053	$	318,264	$	(534,176	)	$	306,356

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Statements of Cash Flows (in thousands) For the nine months ended September 30, 2002

	RCI			RBI			Subsidiary Guarantors			Eliminations		Total

Cash flows (used in) provided by operating activities	$	(3,606	)	$	(2,914	)	$	14,155		$	—	$	7,635
Acquisitions of radio stations and related acquisition costs		—			(4,691	)		—			—		(4,691	)
Capital expenditures		—			(2,421	)		—			—		(2,421	)
Net proceeds from sale of radio stations		—			—			1,829			—		1,829

Net cash (used in) provided by investing activities		—			(7,112	)		1,829			—		(5,283	)
Net proceeds from issuance of common stock		75,775			—			—			—		75,775
Principal payments on long-term debt		(45	)		(79,100	)		—			—		(79,145	)
Long-term debt borrowings		—			5,000			—			—		5,000
Purchase of treasury shares		(954	)		—			—			—		(954	)
Payment of equity issuance costs		(820	)		—			—			—		(820	)
Net transfers (to)/from subsidiaries		(70,350	)		86,334			(15,984	)		—		—

Net cash provided by (used in) financing activities		3,606			12,234			(15,984	)		—		(144	)

Increase in cash and cash equivalents		—			2,208			—			—		2,208
Cash and cash equivalents at beginning of period		—			1,765			—			—		1,765

Cash and cash equivalents at end of period	$	—		$	3,973		$	—		$	—	$	3,973

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Condensed Consolidating Statements of Cash Flows (in thousands) For the nine months ended September 30, 2001

	RCI			RBI			Subsidiary Guarantors			Eliminations		Total

Cash flows (used in) provided by operating activities	$	(4,027	)	$	(2,391	)	$	11,395		$	—	$	4,977
Acquisitions of radio stations and related acquisition costs		—			(19,878	)		—			—		(19,878	)
Other investments		—			—			23			—		23
Capital expenditures		—			(2,129	)		—			—		(2,129	)
Net proceeds from sale of radio stations		13,440			—			—			—		13,440

Net cash provided by (used in) investing activities		13,440			(22,007	)		23			—		(8,544	)
Principal payments on long-term debt		(45	)		(16,431	)		—			—		(16,476	)
Long-term debt borrowings		—			20,500			—			—		20,500
Net proceeds from issuance of common stock		20			—			—			—		20
Payment of equity issuance costs		(10	)		—			—			—		(10	)
Net transfers (to)/from subsidiaries		(9,378	)		20,796			(11,418	)		—		—

Net cash (used in) provided by financing activities		(9,413	)		24,865			(11,418	)		—		4,034

Increase in cash and cash equivalents		—			467			—			—		467
Cash and cash equivalents at beginning of period		—			778			—			—		778

Cash and cash equivalents at end of period	$	—		$	1,245		$	—		$	—	$	1,245

The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 40,000,000 shares of preferred stock. No shares of preferred stock were outstanding at September 30, 2002 or 2001. The Company has in the past designated shares of preferred stock in

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

several different series. Of the available shares of preferred stock, 6,768,862 remain designated in several of those series and 33,231,138 shares are currently undesignated.

On February 4, 2002, the Company issued 174,917 shares of common stock to Connoisseur Communications of Flint, L.L.P., valued at approximately $1.0 million, for the option to purchase WFGR-FM, serving the Grand Rapids, Michigan market.

On February 5, 2002, 200,000 shares of the Company’s common stock and the associated cash proceeds of approximately $1.2 million were released from an escrow account. The shares, sold to a venture capital fund related to one of Regent’s independent directors, were part of the Company’s November 2001 private placement offering of 900,000 shares issued at $5.75 per share, and were held in escrow pending confirmation from Nasdaq that stockholder approval would not be required for such sale.

On April 29, 2002, the Company completed the sale of 10.5 million shares of its common stock at a price of $7.50 per share. Net cash proceeds to the Company after underwriting discounts and commissions were approximately $74.6 million. Approximately $70.6 million of the proceeds were used to pay down outstanding indebtedness under the Company’s credit facility. The remaining $4.0 million of proceeds were used to partially fund the Company’s acquisitions of WRCL-FM (formerly WZRZ-FM), serving the Flint, Michigan market, and WFGR-FM, serving the Grand Rapids, Michigan market, during the second quarter of 2002.

On June 1, 2002, the Company issued 209,536 shares of common stock, valued at approximately $1.4 million, in conjunction with its subsidiary merger with The Frankenmuth Radio Co., Inc.

Based on the approval by Regent’s Board of Directors of a program to buy back up to $10.0 million of its common stock, during the third quarter of 2000, Regent began buying back shares of its common stock at certain market price levels. Regent acquired a total of 1,088,600 shares of its common stock for an aggregate purchase price of approximately $5.6 million in 2000. No purchases of common stock were made during 2001. During the third quarter of 2002, the Company acquired 199,810 shares of its common stock for an aggregate purchase price of approximately $1.0 million. During the first nine months of 2002, Regent reissued 42,810 shares of treasury stock previously acquired, net of forfeited shares, as an employer match to employee contributions under the Company’s 401(k) plan, and to employees enrolled in the Company’s employee stock purchase plan.

The Company’s intangible assets consist principally of the value of FCC licenses and the excess of the purchase price over the fair value of net assets of acquired radio stations (goodwill). On January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 142 requires that a Company no longer amortize goodwill and intangible assets determined to have an indefinite life and also requires an annual impairment testing of those assets. Consistent with the application provisions of SFAS 142, the Company applied a fair value approach to test impairment of both indefinite-lived intangible assets and goodwill. Based on the results of this evaluation, during the first quarter of 2002, the Company recorded impairment charges against indefinite-lived intangibles of approximately $3.9 million, net of income taxes of approximately

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

$2.4 million, and against goodwill of approximately $2.2 million, net of income taxes of approximately $1.4 million. Regent has reflected this charge as a component of cumulative effect of accounting change in its Consolidated Statements of Operations. In estimating future cash flows, the Company considered the impact of the economic slow down in the radio industry at the end of 2001. These conditions, combined with the change in methodology for testing for impairment, which previously employed the utilization of undiscounted cash flow projections, adversely impacted the cash flow projections used to determine the fair value of the FCC licenses, as well as each reporting unit. No impairment charge was appropriate under the FASB’s previous goodwill impairment standard, which was based on undiscounted cash flows. The Company will perform the annual review of goodwill for impairment during the fourth quarter.

Assuming amortization of goodwill and other indefinite-lived intangible assets had been discontinued at January 1, 2001, the comparable net income (loss) and net income (loss) per share (basic and diluted) for the prior-year periods would have been:

	Three Months Ended September 30,					Nine Months Ended September 30,

	2002		2001			2002			2001

	(in thousands, except per share amounts)
Reported net income (loss)	$	1,817	$	(992	)	$	(2,579	)	$	498
Add back: Goodwill amortization		—		152			—			373
Add back: FCC license amortization		—		1,732			—			4,362

Adjusted net income (loss)	$	1,817	$	892		$	(2,579	)	$	5,233

Basic and diluted income (loss) per share:
Reported net income (loss) per share	$	0.04	$	(0.03	)	$	(0.06	)	$	0.01
Impact of goodwill amortization		—		0.01			—			0.01
Impact of FCC license amortization		—		0.05			—			0.13

Adjusted net income (loss) per share	$	0.04	$	0.03		$	(0.06	)	$	0.15

The Company has definite-lived intangible assets that continue to be amortized in accordance with SFAS 142, consisting primarily of non-compete agreements. These agreements are amortized over the life of the agreement. In accordance with the transitional requirements of SFAS 142, the Company reassessed the useful lives of these intangibles and made no changes to their useful lives. The following table presents the gross carrying amount and accumulated amortization for the Company’s definite-lived intangibles at September 30, 2002 and December 31, 2001 (in thousands):

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	September 30, 2002				December 31, 2001

	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization

Non-compete agreements and other	$	762	$	259	$	862	$	249

Total	$	762	$	259	$	862	$	249

The aggregate amortization expense related to the Company’s definite-lived intangible assets for the three- and nine-month periods ended September 30, 2002 and for the year ended December 31, 2001 was approximately $38,000, $110,000 and $220,000, respectively. The estimated annual amortization expense for the years ending December 31, 2003, 2004, 2005 and 2006 is approximately $134,000, $113,000, $100,000 and $42,000, respectively.

The Company’s indefinite-lived intangible assets consist of FCC licenses for radio stations. Upon adoption of SFAS 142, the Company ceased amortizing these assets, and instead will test the assets at least annually for impairment. The following table presents the carrying amount for the Company’s indefinite-lived intangible assets at September 30, 2002 and December 31, 2001 (in thousands):

	September 30,		December 31,
	2002		2001

FCC licenses	$	237,041	$	253,030

Total	$	237,041	$	253,030

The change in FCC licenses is due primarily to a reclassification from FCC licenses to goodwill upon the adoption of SFAS 142, and reclassifications, primarily between goodwill and FCC licenses, as the result of final appraisals for the acquisitions of radio stations in the Peoria, Illinois and Lafayette, Louisiana markets. The Company also recorded FCC licenses for the Haith and Frankenmuth transactions.

SFAS 142 requires the Company to test goodwill for impairment using a two-step process. Step one identifies potential impairment, while step two measures the amount of the impairment. The following table presents the changes in the carrying amount of goodwill for the nine-month period ended September 30, 2002 (in thousands):

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Goodwill

Balance as of December 31, 2001	$	12,777
Adjustments		14,859
Acquisition related goodwill		2,695
Impairment loss related to the adoption of SFAS 142 (pre-tax)		(3,577	)

Balance as of September 30, 2002	$	26,754

The adjustment to goodwill primarily relates to a reclassification to goodwill from FCC licenses upon the adoption of SFAS 142, and reclassifications, primarily between goodwill and FCC licenses, as a result of final appraisals for the acquisitions of radio stations in the Peoria, Illinois and Lafayette, Louisiana markets.

Statement of Financial Accounting Standards No. 128 (“SFAS 128”) calls for the dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. The calculation of diluted earnings per share is similar to basic except that the weighted average number of shares outstanding includes the additional dilution that would occur if potential common stock, such as stock options or warrants, were exercised. The number of additional shares is calculated by assuming that outstanding stock options and warrants with an exercise price in excess of the Company’s average stock price for the period were exercised, and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,

	2002		2001			2002			2001

	(in thousands, except per share amounts)
Net income (loss) before cumulative effect of accounting change	$	1,817	$	(992	)	$	3,559		$	498
Cumulative effective of accounting change, net of applicable income taxes of $3,762		—		—			(6,138	)		—

Net income (loss)	$	1,817	$	(992	)	$	(2,579	)	$	498

Weighted average basic common shares		46,759		34,153			42,039			33,945
Dilutive effect of stock options and warrants		316		—			545			906

Weighted average diluted common shares		47,075		34,153			42,584			34,851
Basic and diluted net income (loss) per common share:
Income before cumulative effect of accounting change	$	0.04	$	(0.03	)	$	0.08		$	0.01
Cumulative effect of accounting change		—		—			(0.14	)		—

Net income (loss)	$	0.04	$	(0.03	)	$	(0.06	)	$	0.01

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Company has cumulative federal and state tax loss carryforwards of approximately $40.0 million at September 30, 2002. These loss carryforwards expire in years 2002 through 2021. The utilization of a portion of these net operating loss carryforwards for federal income tax purposes is limited pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382. The Company’s gross deferred tax asset balance reflects, primarily, the benefit of federal and state tax loss carryforwards. In the third quarter of 2002, the Company determined that net operating loss carryforwards expiring at the end of 2002 might not be utilized. Accordingly, the Company recorded $215,000 of income tax expense to establish a valuation allowance. Management believes that no valuation allowance is necessary for the remaining net operating loss carryforwards. In arriving at this conclusion, the Company considered the impact of deferred tax liabilities resulting from purchase transactions, a tax planning strategy available to the Company, and future projected taxable income. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if current estimates of the timing and amount of the tax planning strategy or future taxable income during the carryforward period are significantly revised. On a quarterly basis, Management will assess whether it remains more likely than not that the deferred tax asset will be realized.

In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, “Accounting for Exit or Disposal Activities” (“SFAS 146”). SFAS 146 addresses the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including costs related to terminating contracts that are not capital leases and termination benefits that employees who are involuntarily terminated receive in certain instances. SFAS 146 supersedes Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”) and requires liabilities associated with exit and disposal activities to be expensed as incurred. SFAS 146 is effective for exit or disposal activities of the Company that are initiated after December 31, 2002.

REGENT COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

transactions. This statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers” and amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. The Company will adopt this standard for lease transactions entered into after May 15, 2002 and has determined the impact of adoption to be immaterial. The provisions of SFAS 145 related to debt extinguishments will be adopted on January 1, 2003, and could have an impact on the Company, to the extent that the Company would make any changes to its credit facility. There were no extinguishments of debt during the nine months ended September 30, 2002 or 2001.

In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 addresses the financial accounting and reporting for the impairment or disposal of long-lived assets, including the disposal of a segment of a business. SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Furthermore, future operating losses relating to discontinued operations can no longer be recorded before they occur. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. The Company adopted SFAS 144, as required, in the first quarter of 2002 and have deemed that the impact of adoption is not material.

In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”) that addresses the recognition of asset retirement obligations. The objective of SFAS 143 is to provide guidance for legal obligations associated with the retirement of tangible long-lived assets. The statement is effective for fiscal years beginning after June 15, 2002. The Company has not yet determined the impact, if any, of adopting SFAS 143.

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. 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 (loss), net income (loss), net cash provided by (used in) operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

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 may 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, the ongoing impact of the war on terrorism, increased competition for attractive radio properties and advertising dollars, fluctuations in the cost of operating radio properties, possible impairments of our goodwill and indefinite-lived intangible assets, our ability to manage our growth, our ability to integrate our acquisitions, 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 one or more forward-looking statements, you should not conclude that we will make additional updates with respect to those or any other forward-looking statements.

A comparison of the three and nine months ended September 30, 2002 versus September 30, 2001 follows:

Comparison of three months ended September 30, 2002 to three months ended September 30, 2001

Our results from operations for the third quarter of 2002 showed significant increases over the same period of 2001, primarily due to the acquisition of stations in Lafayette, Louisiana in December 2001, and to a lesser degree, the operation of the Brill radio stations for a portion of September 2002. Net broadcast revenues in the third quarter of 2002 increased by 33.4%, from $14.0 million in the third quarter of 2001 to $18.7 million in the third quarter of 2002, and station operating expenses increased 29.4%, from $9.9 million in the third quarter of 2001 to $12.7 million in the third quarter of 2002. This resulted in an increase in broadcast cash flow of 42.8%, from $4.2 million in the third quarter of 2001, to $6.0 million in the third quarter of 2002.

While the acquisitions mentioned above have affected the comparability of our 2002 results from operations to those of 2001, 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 ten markets and 43 radio stations. In these comparable markets, for the three months ended September 30, 2002, as compared to the same period in 2001, our net broadcast revenues, excluding barter revenues, increased 8.4% and broadcast cash flow increased by 19.8%. Net revenue and broadcast cash flow for the third quarter of 2001 were adversely impacted by the events of September 11, 2001, as well as a sluggish economy. The third quarter of 2002 showed an improvement in the advertising environment, along with the relative maturity of our portfolio over the same period of the prior year, resulting in an increase in revenues. Same station operating expenses increased by 3.2%, primarily due to slight inflation of certain costs and sales-related expenses associated with the increase in revenue.

Corporate general and administrative expense was $1.5 million in the third quarter of 2002, compared to $1.2 million in the third quarter of 2001. This increase was due to a combination of the following: salary components of two employees who were charged at the market level in 2001 and were charged to corporate expense in 2002, due to our ability to leverage those resources at the corporate level; increased legal fees, a portion of which related to the implementation of various company benefit plans; and an increase in Directors’ and Officers’ insurance premiums.

Interest expense decreased 47.9%, from approximately $0.7 million during the third quarter of 2001, to approximately $0.4 million during the third quarter of 2002, primarily as a result of the paydown of outstanding debt under our credit facility with proceeds from our April 2002 stock offering. Also contributing to the decrease was lower interest rates during the third quarter of 2002, as compared to the same period in 2001.

Depreciation and amortization expense decreased 76.4%, from $3.4 million in 2001 to $0.8 million in 2002. Effective January 1, 2002, we adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), which eliminated the amortization of goodwill and other intangible assets determined to have an indefinite life, and also requires an annual impairment testing of those assets. Amortization expense related to goodwill and indefinite-lived intangible assets was approximately $2.6 million for the three months ended September 30, 2001.

recorded against our deferred tax asset due to federal net operating loss carryforwards that we anticipate will expire at December 31, 2002.

Comparison of nine months ended September 30, 2002 to nine months ended September 30, 2001

Our results of operations for the first nine months of 2002 were significantly higher than the same period in 2001, due primarily to the acquisitions of stations in Lafayette, Louisiana and Peoria, Illinois during the second half of 2001, and to a lesser degree, the operation of the Brill radio stations for a portion of September 2002, offset partially by the sale of our three stations in Palmdale, California during the second quarter of 2001. Net broadcast revenues for the first nine months of 2002 were $49.0 million, a 22.3% increase over net revenue of $40.0 million for the first nine months of 2001. For the same period, station operating expenses increased 21.3%, from $28.2 million in 2001 to $34.2 million in 2002. This resulted in an increase in broadcast cash flow of 24.8%, from $11.9 million for the first nine months of 2001, to $14.8 million for the first nine months of 2002.

Corporate general and administrative expense was $4.6 million for the first nine months of 2002, compared with $3.8 million for the comparable 2001 period. This increase was due to a combination of the following: salary components of two employees who were charged at the market level in 2001 and were charged to corporate expense in 2002, due to our ability to leverage those resources at the corporate level; increased legal fees, a portion of which related to the implementation of various company benefit plans; and an increase in Directors’ and Officers’ insurance premiums.

Depreciation and amortization expense decreased 75.2%, from $10.0 million for the first nine months of 2001 to $2.5 million for the comparable period in 2002. Effective January 1, 2002, we adopted the provisions of SFAS 142, which eliminated the amortization of goodwill and other intangible assets determined to have an indefinite life, and also requires an annual impairment testing of those assets. Amortization expense related to goodwill and indefinite-lived intangible assets was approximately $7.9 million for the nine months ended September 30, 2001.

For the first nine months of 2002, income tax expense was recorded at the federal statutory rate of 34%, and state income taxes, net of federal benefit, were recorded at a 4.0% rate. Additionally, during the third quarter of 2002, we recorded $215,000 of income tax expense for a valuation allowance that was recorded against our deferred tax asset due to federal net operating loss carryforwards that we anticipate will expire at December 31, 2002. For the first nine months of 2001, the effective tax rate differed from that computed at the federal statutory rate of 34% due to the effect of state income taxes of 2.5%, net of federal benefit, and an increase in deferred tax assets for a true-up of net operating loss carryforwards in the first quarter of 2001.

Upon adoption of SFAS 142, we completed a transitional impairment analysis of our indefinite-lived FCC licenses and recorded an impairment loss of approximately $3.9 million, net of income tax benefit of approximately $2.4 million. Additionally, we completed the two-step transitional impairment analysis of goodwill and recorded an impairment loss of approximately $2.2 million, net of income tax benefit of approximately $1.4 million. These losses were recorded as a cumulative effect of accounting change during the first quarter of 2002.

Net income per common share before cumulative effect of accounting change for the first nine months of 2002 was $0.08, compared to $0.01 for the comparable period of 2001. The increase is due primarily to the increase in broadcast cash flow and reduction in amortization expense for the first nine months of 2002, partially offset by the gain from the sale of the Palmdale, California stations and the income tax benefit from the adjustment of our net operating loss carryforwards during the same period of 2001.

Our cash and cash equivalents balance at September 30, 2002 was approximately $4.0 million compared to $1.2 million at September 30, 2001. Net cash provided by operating activities was $7.6 million in 2002 compared to $5.0 million in 2001. The increase was due primarily to the increase in operating income during the first nine months of 2002, primarily the result of the Lafayette stations, which were acquired during December 2001. Cash flow used in investing activities during the first nine months of 2002 was $5.3 million, compared to $8.5 million used in investing activities in 2001. During the first nine months of 2001, we expended cash to purchase radio stations serving St. Cloud, Minnesota and Peoria, Illinois, and received cash from the sale of our Palmdale, California radio stations. During the first nine months of 2002, we purchased radio stations serving the Grand Rapids and Flint, Michigan markets. These cash outflows were offset partially by proceeds received from the sale of WGNA-AM in Albany, New York during the first quarter of 2002. Cash flows used in financing activities were $0.1 million in 2002. Proceeds from our April 2002 common stock offering were used to paydown borrowings under our credit facility. Additionally, we repurchased approximately $1.0 million of our common stock during the third quarter of 2002. During the comparable 2001 period, cash provided by financing activities of $4.0 million was the result of borrowings made under our credit facility for the purchase of our Peoria, Illinois stations, offset partially by a paydown of borrowings under the facility with proceeds from the sale of our Palmdale, California radio stations.

down outstanding borrowings under our credit facility. The remaining $4.0 million of proceeds were used to fund a portion of the Haith and Frankenmuth transactions.

We have a credit agreement with a group of lenders, which provides for a senior reducing revolving credit facility in the initial amount of $125.0 million maturing December 31, 2006. The credit facility permits the borrowing of available credit for working capital requirements and general corporate purposes, including transaction fees and expenses, and to fund permitted acquisitions. The facility also permits us to request from time to time that the lenders issue letters of credit in an aggregate amount up to $25.0 million in accordance with the same lending provisions. Mandatory prepayments and commitment reductions are required upon certain asset sales, subordinated debt proceeds, excess cash flow amounts and sales of equity securities. On April 30, 2002, the available commitment amount under the credit facility was permanently reduced by approximately $3.9 million due to the provisions of the excess cash flow calculation. The commitment and our maximum borrowings, including the permanent reduction due to excess cash flow and the scheduled quarterly reductions, reduce over five years beginning in 2002, as follows (in thousands):

December 31,	Commitment Amount

2001	$	125,000
2002		102,793
2003		84,653
2004		60,466
2005		36,280
2006		0

The scheduled reduction in available commitment amounts each year occurs ratably over each quarter. For 2002, the quarterly reduction amount for the first quarter was $4,687,500. The remaining 2002 quarterly reductions were reduced to approximately $4.5 million per quarter, due to the permanent reduction in the facility from the April 2002 excess cash flow reduction. The $25.0 million letter of credit sub-limit also reduces proportionately but not below $15.0 million. We received net proceeds of approximately $74.6 million from the April 29, 2002 public sale of our common stock, which we used to pay down approximately $70.6 million of outstanding indebtedness under the facility. Under the terms and conditions of the credit facility, the borrowings available to us would have been permanently reduced by the net proceeds we received from the stock offering. However, we exercised our option to provide a reinvestment notice to the lender, which allows us to re-borrow substantially all of such proceeds for acquisitions and other permitted investments which are complete and/or for which binding agreements are obtained within 270 days of such election. The Brill Media purchase qualifies for such treatment under the reinvestment notice, and we will re-borrow at least $31.0 million of the purchase price of the stations, the minimum portion which must be paid in cash, and may, at our option, fund the entire $62.0 million purchase price through borrowings under the facility. We are actively exploring additional acquisition opportunities and anticipate fully reinvesting such monies within the applicable time periods; however, there can be no assurances in this regard. If we were unable to reinvest the remaining monies in suitable acquisitions, the amount of the available commitment would be permanently reduced by such amount unless a waiver or modification of the credit facility terms could be obtained. At November 6, 2002 there were borrowings of approximately $12.5 million outstanding under the facility, and there were approximately $79.9 million of available

borrowings, net of $15.0 million guaranteed under a letter of credit, subject to the terms and conditions of the credit facility.

Under the terms of the 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 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, which varies between 1.25% and 2.75% depending upon our financial leverage. Borrowings outstanding at September 30, 2002 bore interest at an average rate of 3.1%.

On February 5, 2002, we received approximately $1.2 million in cash from the release of an escrow account holding 200,000 shares of our common stock. The shares, sold to a venture capital fund related to one of our independent directors, were part of our November 2001 private placement offering of 900,000 shares issued at $5.75 per share, and were held in escrow pending confirmation from Nasdaq that stockholder approval would not be required for such sale.

On June 1, 2002, we acquired, by a subsidiary merger with The Frankenmuth Radio Co., Inc., WRCL-FM (formerly WZRZ-FM) serving the Flint, Michigan market for 209,536 shares of our common stock, valued at approximately $1.4 million. We also acquired the land and broadcasting assets used by WRCL-FM from MTE Corporation, a related entity, for approximately $0.6 million in cash. In 2001, we placed $125,000 in escrow to secure our obligations under this agreement. We had previously provided programming and other services to the station under a time brokerage agreement, effective January 1, 2002. The cash portion of the acquisition, net of the escrow amount, was funded from the proceeds from our April 29, 2002 common stock offering.

Also on June 1, 2002, we purchased the outstanding stock of Haith Broadcasting Corporation, owner of WFGR-FM serving the Grand Rapids, Michigan market for approximately $3.9 million in cash. In 2001, we placed $250,000 in escrow to secure our obligations under this agreement. In conjunction with the above stock purchase, on February 4, 2002, we purchased the option to buy WFGR-FM from Connoisseur Communications of Flint, L.L.P. for approximately $1.0 million, paid by the issuance of 174,917 shares of Regent common stock. We had previously provided programming and other services to the station under a time brokerage agreement, effective January 1, 2002. The acquisition, net of the escrow amount, was funded from the proceeds from our April 29, 2002 common stock offering.

from the release of our private placement shares held in escrow, and cash from continuing operations to pay down approximately $79.1 million of indebtedness under our credit facility.

During September 2002, we repurchased 199,810 shares of our common stock at an average price of $4.78 per share, for a total cost of approximately $1.0 million. In October, we repurchased an additional 35,850 shares at an average price of $4.68 per share, for a total cost of approximately $0.2 million. These shares were repurchased pursuant to our stock buyback program, which initially authorized the buyback of up to $10.0 million of our common stock. Cash from current operations funded these purchases. In October, the Board of Directors increased the amount of stock the Company could buy back by $6.7 million, subject to approval by our credit facility lender group.

Additionally during the first nine months of 2002, we funded capital expenditures of approximately $2.4 million, related primarily to expansion and relocation activities in our Flint and Grand Rapids, Michigan, Utica, New York, and El Paso, Texas markets to accommodate and/or consolidate our recently completed and pending acquisitions, and to create cost savings over the long term. We expect capital expenditures to be approximately $4.3 million for 2002.

On November 15, 2001, we entered into an agreement with Covenant Communications Corporation to acquire substantially all of the assets of WRXF-FM and WLSP-AM, serving the Flint, Michigan market, for $1.3 million in cash. On December 3, 2001, we began providing programming and other services to the stations under a time brokerage agreement. On October 1, 2002, we consummated this transaction using cash from current operations, net of $65,000 that was placed in escrow in 2001 to secure our obligations under this agreement.

On August 27, 2002, we entered into an agreement to acquire the assets of 12 radio stations from Brill Media Company LLC and its related entities. At such time, we received final approval for the acquisition from the federal bankruptcy court presiding over the Brill Media bankruptcy proceeding. On September 11, 2002, we began providing programming and other services to the stations under a time brokerage agreement. The stations to be acquired and the markets they serve are as follows:

•		WIOV-FM and WIOV-AM, serving the Lancaster-Reading, Pennsylvania market

•		WKDQ-FM, WBKR-FM and WOMI-AM, serving the Evansville, Indiana and Owensboro, Kentucky markets

•		KTRR-FM, KUAD-FM, and an FM station construction permit (which began broadcast operations on November 1, 2002 as KKQZ-FM), serving the Ft. Collins-Greeley, Colorado market, and

•		KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM, serving the Duluth, Minnesota market

The purchase price of these assets is approximately $62.0 million. We will pay up to one-half of the acquisition price in Regent common stock, based on a per share price equal to the average daily closing price for the ten consecutive trading days ending on the second trading day immediately preceding the closing date. In the event that the per share price calculated for such period is less than $7.50, we may, in our sole discretion, substitute cash for any or all of such stock consideration. The non-stock portion of the purchase price will be paid in cash, and in no event will be less than $31.0 million. We expect to fund the cash portion of the purchase price with available borrowings under our credit facility. To secure our obligations under this

agreement, we have issued a letter of credit for $15.0 million through our credit facility. We anticipate closing the transaction during the fourth quarter of 2002 or the first quarter of 2003.

We believe the cash generated from operations and available borrowings under our credit facility will be sufficient to complete our pending acquisitions and to meet our requirements for corporate expenses and capital expenditures for the foreseeable future, based on our projected operations and indebtedness. After giving effect to all pending transactions, and assuming the Brill Media purchase is consummated entirely in cash, outstanding borrowings under our credit facility would be approximately $74.5 million with available borrowings of approximately $32.8 million, subject to the terms and conditions of the credit facility. If we, as intended, use Regent Communications, Inc. common stock as payment of one-half of the purchase price for the Brill Media purchase, outstanding borrowings under our credit facility would be approximately $43.5 million, with available borrowings of approximately $63.8 million, subject to the terms and conditions of the credit facility.

In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, “Accounting for Exit or Disposal Activities” (“SFAS 146”). SFAS 146 addresses the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including costs related to terminating contracts that are not capital leases and termination benefits that employees who are involuntarily terminated receive in certain instances. SFAS 146 supersedes Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”) and requires liabilities associated with exit and disposal activities to be expensed as incurred. SFAS 146 is effective for exit or disposal activities of the Company that are initiated after December 31, 2002.

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, “Rescission of SFAS Nos. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” (“SFAS 145”). SFAS 145 rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” As a result, gains and losses from extinguishments of debt should be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30, “Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB 30”). Applying the provisions of APB 30 will distinguish transactions that are part of an entity’s recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. SFAS 145 also amends FASB Statement No. 13, “Accounting for Leases,” to eliminate inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers” and amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. We will adopt this standard for lease transactions entered into after May 15, 2002 and have determined the impact of adoption to be immaterial. The provisions of SFAS 145 related to debt extinguishments will be adopted on January 1, 2003, and could have an impact on us, to the extent that we would make any changes to our credit facility. We had no debt extinguishments during the nine months ended September 30, 2002 or 2001.

In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 addresses the financial accounting and reporting for the impairment or disposal of long-lived assets, including the disposal of a segment of a business. SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Furthermore, future operating losses relating to discontinued operations can no longer be recorded before they occur. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. We have adopted SFAS 144, as required, in the first quarter of 2002 and have deemed that the impact of adoption is not material.

In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”) that addresses the recognition of asset retirement obligations. The objective of SFAS 143 is to provide guidance for legal obligations associated with the retirement of tangible long-lived assets. The statement is effective for fiscal years beginning after June 15, 2002. We have not yet determined the impact, if any, of adopting SFAS 143.

Due to the implementation of SFAS 142, our accounting policies related to the carrying values of goodwill and indefinite-lived intangible assets have changed. In accordance with the provisions of SFAS 142, goodwill is now tested for impairment using a two-step process, which identifies any potential goodwill impairment, and measures the amount of goodwill impairment loss to be recognized, if any. In addition, the impairment test for indefinite-lived intangibles consists of a comparison of the fair value of the intangible asset with its carrying value. To test for any potential impairment of both goodwill and indefinite-lived intangible assets, we employ a fair value approach, which is based on discounted cash flows. Goodwill and indefinite-lived intangible assets will be tested for impairment at least annually. We have made no changes to any other critical accounting policies referenced in our Form 10-K for the year ended December 31, 2001.

We are exposed to the impact of interest rate changes as borrowings under our credit facility bear interest at variable interest rates. It is our policy to enter into interest rate transactions only to the extent considered necessary to meet our objectives. As of September 30, 2002 we have not employed any financial instruments to manage our interest rate exposure. Based on our exposure to variable rate borrowings at September 30, 2002, a one percent (1%) change in the weighted average interest rate would change our annual interest expense by approximately $125,000.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

We currently and from time to time are involved in litigation incidental to the conduct of our business. Please see our Form 10-Q for the first quarter of 2002 regarding the lawsuit filed against us relating to our initial public offering. 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.

In July 2002, a total of 9,209 shares of our common stock were issued to two former directors of Faircom Inc. at prices ranging from $0.89 to $3.73 per share, upon the exercise of options that were outstanding under the Regent Communications, Inc. Faircom Conversion Stock Option Plan, which provided substitute options for those granted under the Faircom Inc. Stock Option Plan prior to our merger with Faircom Inc. These shares, issued on exercise of options, were issued pursuant to the exemptions contained in section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

	REGENT COMMUNICATIONS, INC.



Date: November 14, 2002	By:	/s/ Terry S. Jacobs

		Terry S. Jacobs, Chairman of the Board
		and Chief Executive Officer



Date: November 14, 2002	By:	/s/ Anthony A. Vasconcellos

		Anthony A. Vasconcellos, Chief
		Financial Officer and Senior Vice President
		(Chief Accounting Officer)

1. I have reviewed this quarterly report on Form 10-Q of Regent Communications, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly

affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

1. I have reviewed this quarterly report on Form 10-Q of Regent Communications, Inc.;

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION

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 the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)

3(b)*	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent Communications, Inc. filed with the Delaware Secretary of State on November 19, 1999 (previously filed as Exhibit 3(b) to the Registrant’s Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by this reference)

3(c)*	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 for the quarter ended June 30, 1999 and incorporated herein by this reference)

3(d)*	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(e)*	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 September 30, 1999 and incorporated herein by this reference)

3(f)*	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 September 30, 1999 and incorporated herein by this reference)

3(g)*	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, 1999 and incorporated herein by this reference)

3(h)*	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent Communications, Inc. filed with the Delaware Secretary of State on March 13, 2002 (previously filed as Exhibit 3(h) to the Registrant’s Form 10-K for the year ended December 31, 2001 and incorporated herein by this reference)

3(i)*	Amended and Restated By-Laws of Regent Communications, Inc. (previously filed as Exhibit 3(b) to Amendment No. 1 to the Registrant’s Form S-4 Registration Statement No. 333-46435 filed April 8, 1999 and incorporated herein by this reference).

3(i)*	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)*	Amendment No. 2 and Consent, dated as of August 23, 2000, to the Credit Agreement dated as of January 27, 2000, as amended, 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(c) to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by this reference)

4(d)*	Amendment No. 3 dated as of December 1, 2000, to the Credit Agreement dated as of January 27, 2000, as amended, 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(d) to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by this reference)

4(e)*	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(f)*	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(g)*	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(h)*	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)	Regent Communications, Inc. Employee Stock Purchase Plan, as amended on October 24, 2002 and effective January 1, 2003

10(b)	Regent Communications, Inc. 1998 Management Stock Option Plan, as amended effective May 17, 2001 and restated as of October 24, 2002

99.1	Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2	Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 Island Branches	$	22,000,000
Mercantile Bank National Association	$	16,000,000
U.S. Bank National Association	$	10,000,000
Summit Bank	$	10,000,000
Michigan National Bank	$	10,000,000
The CIT Group Equipment Financing, Inc.	$	10,000,000

E-4 EX-10.A 3 l97273aexv10wa.txt EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 10(a) REGENT COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED ON OCTOBER 24, 2002 AND EFFECTIVE JANUARY 1, 2003) ARTICLE 1. PURPOSE The Regent Communications, Inc. Employee Stock Purchase Plan is intended to provide an incentive to eligible employees of Regent Communications, Inc. (the "Company") and affiliated companies to have a greater interest in the company's growth by providing them with the opportunity to purchase shares of the Company's common stock at a favorable price by means of payroll deductions. The Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. ARTICLE 2. DEFINITIONS Whenever used in the Plan, the following words and phrases shall have the meanings set forth below, unless a different meaning is plainly required by the context: ADMINISTRATOR means the person or persons appointed by the Committee to administer the Plan in accordance with Article 3. BASE PAY means regular straight time earnings or draw, but excludes compensation for overtime, commissions, bonuses, amounts paid as reimbursements of expenses and other additional compensation; provided, however, Base Pay for employees who only receive sales commissions means sales commissions for the previous most recent period. BOARD OR BOARD OF DIRECTORS means the Board of Directors of the Company. CODE means the Internal Revenue Code of 1986, as amended. COMMITTEE means the Compensation Committee of the Board or any other committee designated by the Board to administer the Plan. COMPANY means Regent Communications, Inc., or any successor corporation. COMPENSATION means a Participant's wages as defined in Section 3401(a) of the Code (for purposes of income tax withholding) determined without regard to any rules that limit remuneration included in wages based on the nature or location of the employment or the services performed, subject to the following inclusions and exclusions: (a) including employer contributions made pursuant to a compensation reduction agreement which are not includible in the gross income of a Participant under Sections 125, 402(a)(8), 402(h) or 403(b) of the Code; and (b) excluding reimbursements or other expense allowances, severance pay, and welfare benefits. CUMULATIVE SHARE VALUE shall mean, for any Offering period, the aggregate Fair Market Value of the shares of Stock purchased by a Participant in all prior Offering periods occurring in the same calendar year as the Offering period in question, with the Fair Market Value of shares of Stock purchased by such Participant in each prior Offering period in the calendar year being calculated as of the first day of the Offering period in which such shares of Stock were purchased. DISCOUNT VALUE means that value, expressed as a percentage of Fair Market Value, as is determined from time to time by the Committee for a particular Offering which shall be set in advance of such Offering and shall be communicated to the Employees of Employer sufficiently before such Offering in order to allow Participants and other Employees to file payroll deduction authorizations for such Offering with the Employer as set forth in Section 5.01; provided, however, that the Discount Value shall initially be set at ninety percent (90%) and shall not be subsequently set below eighty-five percent (85%) or above ninety percent (90%). EMPLOYEE means any individual employed by an Employer. EMPLOYER means the Company and each Subsidiary designated by the Board of Directors as a participating employer in the Plan. FAIR MARKET VALUE means the fair market value of the Stock as determined pursuant to Section 3.03 of the Plan. OFFERING means an offering of Stock for purchase under the Plan pursuant to Article 6 of the Plan. PARTICIPANT means any eligible employee who has elected to participate in an Offering under the Plan. PAYROLL PERIOD means the period for which Compensation is paid to an Employee in accordance with an Employer's customary payroll practices. PLAN means the Regent Communications, Inc. Employee Stock Purchase Plan, as hereinafter amended from time to time. STOCK means the Common Stock of the Company, par value $.01 per share. SUBSIDIARY means any corporation, limited liability company or other entity which has elected under the Code to be taxed as a corporation and in which the Company owns, directly or indirectly, stock or other equity interests possessing 50 percent or more of the total combined voting power of all classes of stock or other equity interests of such entity. For this purpose, the rules of Section 424(d) of the Code shall apply in determining the stock ownership of the Company. 2 ARTICLE 3. GENERAL RULES 3.01 COMMITTEE (a) The Plan shall be administered by the Committee. The Committee shall consist of at least two directors of the Company appointed by the Board, none of whom shall be eligible to participate in the Plan. (b) All members of the Committee shall be (i) "non-employee directors" within the meaning of Rule 16b-3 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if and as such Rule is in effect, and (ii) "outside directors" within the meaning of Section 162(m) of the Code and any applicable regulations. The Board may, from time to time, remove members from, or add members to, the Committee. Vacancies on the Committee will be filled by the Board. (c) The Committee shall have full authority and power, in its absolute discretion, to administer and construe the Plan, subject to applicable requirements of law. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties: (i) to interpret the terms and provisions of the Plan, including but not limited to the power to construe ambiguities and omissions; (ii) to adopt, amend and repeal such rules, regulations, agreements and instruments for implementing and administering the Plan as the Committee shall deem necessary or advisable; and (iii) to make all other determinations, including factual determinations, and take all other action necessary or advisable for the implementation and administration of the Plan, including but not limited to setting the Discount Value. (d) The Committee may delegate such of its administrative duties to such other persons as it deems appropriate in connection with administering the Plan. (e) All decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee's sole discretion and shall be final and binding on all persons who have an interest under the Plan. (f) The Committee may act by a majority vote at a meeting of the Committee or by a document signed by all of the members of the Committee. The Committee may adopt such rules for the conduct of its affairs as it deems appropriate. (g) The members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement shall be approved by independent legal counsel) or paid by them in satisfaction of a judgement in any such action, suit or proceeding, except a judgment based upon a finding of bad 3 faith. Upon the institution of any such action, suit or proceeding, a member shall notify the Company in writing, giving the Company an opportunity, at its own expense, to handle and defend the same before such member undertakes to handle it on his or her own behalf. 3.02 NUMBER OF SHARES SUBJECT TO PLAN (a) The total number of shares of Stock that may be purchased in Offerings under the Plan shall not exceed, in the aggregate, 500,000 shares of Stock (subject to adjustment as set forth below). (b) Stock available for Offerings may be authorized and unissued shares, treasury shares, or shares previously issued and reacquired by the Company through purchases on the open market or otherwise. Any shares for which an Offering to purchase expires or is terminated or canceled may again be made subject to Offerings under the Plan. (c) If the number of shares of Stock outstanding is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, reverse stock split, combination of shares, or dividend payable in shares of Stock, or if any other similar corporate transaction or event affects the Stock such that an adjustment is determined, by the Committee in its sole discretion, to be appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the number of shares that may be purchased in Offerings under this Plan, or any potential increase thereto, shall be increased or decreased proportionately, as the case may be, and the Committee shall make the appropriate adjustment in the number and kind and price of shares subject to Offerings then outstanding and unexercised. 3.03 DETERMINATION OF FAIR MARKET VALUE For purposes of this Plan, the Fair Market Value of the Stock as of any given date, shall be equal to the last quoted sales price of the Stock on such date, or if no sales price is available for such date, the average of the reported high bid and low asked prices regular way for such date, on the Nasdaq National Market and if the Stock is not then listed on the Nasdaq National Market, then on (a) the New York Stock Exchange, or (b) if the Stock is not listed or admitted to trading on such exchange, on the principal national stock exchange on which the stock is then listed or admitted to trading, or (c) if not listed or admitted to trading on any national stock exchange, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). If the Stock is not then listed on any national stock exchange or reported by NASDAQ (or if no current bid and asked price is available), then the Fair Market Value shall be determined in any reasonable manner approved by the Committee. 3.04 EFFECTIVE DATE The Plan, as amended, shall be effective on or after January 1, 2003. 4 ARTICLE 4. ELIGIBILITY AND PARTICIPATION 4.01 ELIGIBLE EMPLOYEES Subject to Section 4.02, each Employee whose customary employment is expected to be more than twenty (20) hours per week and more than five (5) months per calendar year will be eligible to participate in Offerings which commence after the date on which he or she meets these requirements, provided that such Employee submits the payroll deduction authorization required under Section 5.01 on or prior to the election deadline applicable to such Offering. 4.02 RESTRICTIONS ON PARTICIPATION Notwithstanding any provisions of this Plan to the contrary, an Employee shall not participate in an Offering if either: (a) prior to the Offering, the employee owns stock, and/or holds outstanding options to purchase stock, possessing 5 percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries; or (b) immediately after purchasing Stock in such Offering, the employee would own stock, and/or hold outstanding options to purchase stock, possessing 5 percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries. For purposes of this section, the rules of Section 424(d) of the Code shall apply in determining the stock ownership of the Employee. 4.03 PARTICIPATION IN OFFERING An Employee may elect to participate in an Offering only by filing a completed payroll deduction election prior to the Offering commencement date. Such election shall be made in accordance with the requirements of Article 5. 4.04 TERMINATION OF PARTICIPATION (a) An individual will cease to be a Participant in an Offering on the earliest to occur of the following events: (i) the date on which he or she ceases to be eligible to participate under Section 4.01; (ii) the date on which the individual terminates employment with an Employer for any reason other than death; (iii) the date on which the Employee withdraws his or her payroll deductions as provided in Article 7. (b) In the event that an individual ceases to be a Participant, the withdrawal provisions described in Article 7 shall apply. 5 ARTICLE 5. PAYROLL DEDUCTIONS 5.01 AUTHORIZATION TO MAKE PAYROLL DEDUCTIONS (a) Each Employee who elects to participate in an Offering shall agree to have deductions made by the Employer from his or her Compensation by filing a payroll deduction authorization with the Employer on or before the election date specified by the Administrator for the Offering. (b) A Participant's payroll deduction authorization with respect to an Offering shall be effective from the first day of the first Payroll Period ending during an Offering period until the last day of the last Payroll Period ending during the Offering period unless the Participant withdraws from the Offering in accordance with Article 7. (c) Unless and until a Participant elects otherwise by filing a new payroll deduction authorization with the Employer on or before the election date specified by the Administrator for such subsequent Offering period, a Participant's payroll deduction election for an Offering period will remain in effect for each subsequent Offering period unless the Committee has set a Discount Value for such subsequent Offering period that is different from the Discount Value set for the most recent Offering period, in which case each Participant must file a new payroll deduction authorization with the Employer on or before the election date specified by the Administrator for such subsequent Offering period. If a Participant does not file a new payroll deduction authorization with the Employer on or before the election date specified by the Administrator for a subsequent Offering which has a different Discount Value than that set for the most recent Offering, such Participant shall be deemed, for purposes of Section 6.05, to have elected to not participate in such subsequent Offering. 5.02 AMOUNT OF PAYROLL DEDUCTION A Participant may elect to have deductions made from his or her Compensation in an amount equal to a whole percentage of his or her Compensation from 1 percent (1%) to 10 percent (10%), or such other percentage as may be established by the Administrator. 5.03 CHANGE OF PAYROLL DEDUCTIONS DURING OFFERING PERIOD (a) Subject to paragraphs (b) and (c) below, a Participant may not increase or decrease his or her payroll deductions during an Offering period. (b) A Participant may elect to discontinue his or her payroll deductions and withdraw from an Offering by following the procedures set forth in Section 7.01. (c) The Administrator in its sole discretion may, at any time and with or without notice, permit a Participant to change his or her election if it determines that such change or revocation is justified by individual circumstances. 6 5.04 DEDUCTIONS DURING APPROVED LEAVE OF ABSENCE An Employee who continues to be a Participant during an approved leave of absence may elect to authorize the Employer to make deductions from payments to be made by the Employer to the Participant during such leave of absence, if any. 5.05 PARTICIPANT'S ACCOUNT (a) Amounts equal to payroll deductions made pursuant to a Participant's election under this Article 5 for an Offering period shall be credited, on the last day of a Payroll Period, to a bookkeeping account established by the Administrator under the Plan. (b) The bookkeeping account shall be debited with: (i) amounts used to purchase Stock pursuant to Section 6.04; and (ii) payments made pursuant to Article 7. ARTICLE 6. OFFERING AND PURCHASE OF STOCK 6.01 OFFERING PERIOD Offerings to purchase Stock under the Plan will be made during each of the following periods: (a) The first Offering period after the Effective Date of the Plan as amended will commence on January 1, 2003 and will end on March 31, 2003. (b) Thereafter, an Offering period will commence each April 1, July 1, October 1 and January 1; and end on the next following June 30, September 30, December 31 and March 31, respectively. 6.02 PURCHASE PRICE The purchase price of Stock for an Offering shall be equal to the Discount Value multiplied by the lesser of: (a) the Fair Market Value on the last day of the Offering period; and (b) the Fair Market Value on the first day of the Offering period. 6.03 AUTOMATIC EXERCISE Unless a Participant elects to withdraw from an Offering prior to the close of an Offering period in accordance with the provisions of Article 7, a Participant's election to purchase Stock shall be exercised automatically on the last day of the Offering period. 6.04 NUMBER OF SHARES PURCHASED UPON EXERCISE (a) Subject to paragraphs (b), (c) and (d) below, the number of whole shares of Stock purchased by a Participant upon exercise shall be equal to: (i) the balance of the Participant's account as of the 7 last day of the Offering period (ii) divided by the purchase price per share of Stock determined pursuant to Section 6.02. (b) Notwithstanding any provision of the Plan to the contrary, a Participant shall not have the right to purchase stock under this Plan and all other employee stock purchase plans of the Company and any of its Subsidiaries in excess of $25,000 of Fair Market Value of the Stock (determined at the time such Offering) for each calendar year in which such right to purchase Stock is outstanding. Any right to purchase Stock under this Plan shall be deemed to be modified to the extent necessary to satisfy the limitations of this paragraph. (c) In the event that the total number of shares which are exercised for purchase for an Offering exceeds the maximum number of shares available under the Plan for such Offering, the Administrator shall make a pro rata allocation of the shares available for delivery and distribution in as uniform a manner as shall be practicable and as it shall determine to be equitable. (d) Notwithstanding any provision of the Plan to the contrary, the maximum number of shares of Stock that a Participant may purchase in an Offering shall be that number of shares of Stock determined by dividing (i) $25,000 minus the Cumulative Share Value for that Offering period by (ii) the Fair Market Value on the first day of such Offering period. 6.05 CARRY FORWARD OF UNUSED BALANCE OF PARTICIPANT'S ACCOUNT Any balance remaining in a Participant's account after the purchase of Stock at the end of any Offering period shall be carried forward and applied to the next Offering, unless such Participant elects to not participate in such Offering in which case the balance remaining in such Participant's account shall be paid to such Participant. 6.06 DELIVERY OF STOCK The Company shall cause the Stock purchased in an Offering to be delivered to a Participant by the electronic crediting of ownership of such Stock to a brokerage account held in the Participant's name. Such delivery shall be made as soon as administratively practicable following the close of each Offering period. Participants will be able to obtain and hold certificates evidencing ownership of their Stock by contacting the administrator of their brokerage account. 6.07 RESTRICTIONS ON STOCK All shares of Stock or other securities delivered under the Plan may be subject to such stock transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable Federal or state securities law, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 8 ARTICLE 7. WITHDRAWAL FROM OFFERING 7.01 VOLUNTARY WITHDRAWAL PRIOR TO CLOSE OF OFFERING (a) A Participant may withdraw from an Offering by providing notice of withdrawal to the Administrator in the form and manner and within the time period determined by the Administrator. A Participant who has not terminated their employment but ceases for any reason to receive a regular payroll check from the Employer (including during an approved leave of absence), shall be deemed, for purposes of the Plan, to have withdrawn from the Offering as of the first day immediately following the last day of the last Payroll Period for which such Participant will receive a regular payroll check. (b) Upon receipt of a notice of withdrawal, the Employer shall cease making payroll deductions from the Participant's Compensation and shall pay the Participant the amount credited to his or her account as soon as administratively practicable. (c) A Participant who withdraws from an Offering may not again participate in that Offering. (d) A Participant's withdrawal from any Offering will not have any effect upon his eligibility to participate in any succeeding Offering or in any similar plan adopted by the Company or any of its Subsidiaries. 7.02 TERMINATION OF EMPLOYMENT In the event that a Participant's employment is terminated for any reason other than death prior to the close of an Offering, the Participant will be deemed to have withdrawn from the Offering and the Employer shall pay the Participant the amount credited to his or her account as soon as administratively practicable. 7.03 TERMINATION OF EMPLOYMENT DUE TO DEATH (a) In the event that Participant's employment is terminated because of his or her death prior to the close of an Offering, his beneficiary shall have the right to elect: (i) to withdraw from the Offering and receive payment of the amount credited to the Participant's accounts, or (ii) to continue to participate in the Offering and purchase shares with the amount credited to the Participant's account as of the date of the death. (b) Such election shall be made by filing written notice in the form and manner determined by the Administrator prior to the earlier of the applicable deadline for withdrawal set forth in Section 7.01 or the expiration of a period of sixty (60) days commencing with the Participant's date of death. (c) In the event that proper notice is not timely received, the beneficiary shall automatically be deemed to have elected to continue to participate in the Offering. 9 7.04 PAYMENT OF INTEREST No interest shall be paid on any and all amounts which are paid to or for the benefit of a Participant pursuant to the provisions of this Article 7. ARTICLE 8. AMENDMENT AND TERMINATION The Board of Directors or the Committee may amend, modify, or terminate the Plan; provided, however, that no such action of the Board or the Committee, without approval of the stockholders of the Company, may (a) increase the total amount of Stock which may be offered under the Plan (except for adjustments resulting from a change in capitalization of the Company as described above), (b) withdraw the administration of the Plan from the Committee, (c) permit any person, while a member of the Committee, to be eligible to participate in the Plan, (d) change the class of persons eligible to participate in the Plan, or (e) modify the Plan in such a way as would require shareholder approval under any applicable law, the Code, the insider trading rules of Section 16 of the Exchange Act, the rules or regulations of any national securities exchange or system on which the Stock is then listed or reported, or by any regulatory body having jurisdiction with respect hereto. Upon termination of the Plan, the balance of each Participant's account shall be promptly paid to such Participant. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.01 DESIGNATION OF BENEFICIARY A Participant may file a written designation of a beneficiary who is to receive any stock and/or cash in the event of the Participant's death. Such designation of beneficiary may be changed by the Participant at any time by written notice to the Administrator. Upon the death of a Participant and upon receipt by the company of proof of identity and existence at the Participant's death of a beneficiary validly designated by him or her under the Plan, the Administrator shall deliver such Stock and/or cash to such beneficiary. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Administrator shall deliver such Stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Administrator), the Administrator, in his or its discretion, may deliver such Stock and/or cash to the spouse or to any one or more dependents of the Participant as the Administrator may designate. No beneficiary shall, prior to the death of the participant by whom he has been designated, acquire any interest in the Stock or cash credited to the Participant under the Plan. 9.02 NON-TRANSFERABILITY Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an election to purchase stock under the Plan may be assigned, transferred, pledge, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such as an election to withdraw from an Offering in accordance with Section 7.01 10 Any rights with respect to a Participant's account and any election rights granted under the Plan existing after the Participant dies are exercisable by the Participant's designated beneficiary or , if there is no designated beneficiary, by the Participant's legal representative. 9.03 USE OF FUNDS All such deductions received or held by the Employer under this Plan may be used by the Employer for any corporate purpose and the Employer shall not be obligated to segregate such payroll deductions. 9.04 PARTICIPANT'S INTEREST IN STOCK A Participant will have no right as a holder of and no interest in Stock covered by his or her election until such purchase has been completed in accordance with Article 6 hereof. 9.05 NO INTEREST PAYABLE No interest will be paid on any money paid in to the Plan or credited to any Participant's account. 9.06 NO EFFECT ON EMPLOYMENT RIGHTS Nothing in this Plan or in any election made under it shall confer on any employee any right to continue in the employ of the Company or its Subsidiaries or limit in any manner or to any extent the right of the Company or its Subsidiaries to terminate the employment of any employee at any time. 9.07 GOVERNING LAW The provisions of the Plan shall be construed, administered and enforced according to the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. 9.08 WITHHOLDING TAXES The Company shall have the right to require Participants to satisfy any liability for any federal, state or local income, or other withholding taxes as a prerequisite to the Company's obligation to deliver shares or securities of the Company. 11 EX-10.B 4 l97273aexv10wb.txt 1998 MGMT. STOCK OPTION PLAN EXHIBIT 10(b) THE REGENT COMMUNICATIONS, INC. 1998 MANAGEMENT STOCK OPTION PLAN (AS AMENDED EFFECTIVE MAY 17, 2001, AND RESTATED AS OF OCTOBER 24, 2002) Regent Communications, Inc. has, by appropriate resolution of its Board of Directors, adopted the following 1998 Management Stock Option Plan to be effective upon the first day of January, 1998, subject to its approval by the Company's shareholders. 1. DEFINITIONS. The following terms, when capitalized, shall have the designated meanings set forth below, unless a different meaning is plainly required by the context. Where applicable, the masculine pronoun shall include the feminine, and the singular shall include the plural and vice versa. A. BOARD. "Board" shall mean the Board of Directors of the Company, as it may be comprised from time to time. B. CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder. Any specific provision of the Code referenced herein shall be deemed to refer to the corresponding provision of any amendment, revision or successor of the Code or such provision as may be adopted in lieu of the referenced provision. C. COMMITTEE. "Committee" shall mean the Compensation Committee of the Board, comprised of at least three members of the Board, each of whom is, as to the Plan, both a disinterested person as defined in Rule 16b-3(c)(2)(i) under the Exchange Act and an outside director as defined in Prop. Reg. Section 1.162-27 under the Code (or two members if there are not three persons then serving on the Board who are both disinterested persons and outside directors), and appointed by and to serve at the pleasure of the Board. D. COMMON STOCK. "Common Stock" shall mean shares of the Company's authorized voting common stock. E. COMPANY. "Company" shall mean Regent Communications, Inc. and, for purposes of the definition of Eligible Employee, any and all Related Corporations. F. ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean any full-time permanent employee of the Company who is, on the Grant Date of any -1- Option granted to him, (i) a management employee; (ii) an employee at the Company's corporate offices; or (iii) a key employee designated as such by the Committee. G. EXCHANGE ACT. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules promulgated thereunder. Any specific provision of the Exchange Act referenced herein shall be deemed to refer to the corresponding provision of any amendment, revision or successor of the Exchange Act or such provision as may be adopted in lieu of the referenced provision. H. EXERCISE DATE. "Exercise Date" shall mean the calendar date on which a Participant exercises an Option granted under the Plan. I. EXERCISE PERIOD. "Exercise Period" shall mean that period of time during which an Option granted under the Plan may be exercised, determined in accordance with paragraph 7 hereof. J. EXERCISE PRICE. "Exercise Price" shall mean that price for which a share of Common Stock may be purchased pursuant to an Option, determined in accordance with paragraph 6 hereof. K. GRANT DATE. "Grant Date" shall mean the calendar date on which the grant of an Option is made under the Plan, determined in accordance with paragraph 5 hereof. L. INCENTIVE STOCK OPTION. "Incentive Stock Option" ("ISO") shall mean an Option which qualifies as an incentive stock option under Section 422 of the Code. M. KEY EMPLOYEE. "Key Employee" shall mean any Eligible Employee designated as a Key Employee by the Committee on or prior to the Grant Date of any Option granted to him. N. NONQUALIFIED STOCK OPTION. "Nonqualified Stock Option" ("NQSO") shall mean an Option which is not, by its terms, an ISO on its Grant Date. O. OPTION. "Option" shall mean an ISO or NQSO granted or to be granted under the Plan for the purchase of a fixed number of shares of Common Stock at a fixed Exercise Price. P. PARTICIPANT. "Participant" shall mean an Eligible Employee to whom an Option has been granted under the Plan, but which Option has not expired, -2- exercised in full, forfeited or otherwise terminated or satisfied under the Plan. Q. PERMANENT EMPLOYEE. A "Permanent Employee" means any regularly scheduled employee other than those who are hired on a seasonal or temporary basis or to work on a specific project or for a finite period or time. R. PLAN. "Plan" shall mean Regent Communications, Inc. 1998 Management Stock Option Plan as set forth herein. S. RELATED CORPORATION. "Related Corporation" shall mean any corporation of which the Company is a parent corporation. The term "parent corporation" shall have the meanings ascribed to it under Section 424 of the Code. T. RULE 16b-3. "Rule 16b-3" means Rule 16b-3 of the General Rules and Regulations of the Exchange Act or any successor rules or regulations which may hereafter be adopted in lieu thereof. Any reference to a specific provision of Rule 16b-3 shall refer to the corresponding provision of Rule 16b-3 as amended or replaced. U. TEN PERCENT OWNER PARTICIPANT. "Ten Percent Owner Participant" shall mean any Participant who, on the Grant Date of an ISO granted to him under the Plan, owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Related Corporation. 2. PURPOSE. The purpose of the Plan is to advance the interests of the Company and its shareholders by enhancing the Company's ability to retain and attract highly qualified key employees and to provide additional financial incentives to key employees to contribute to the long-term growth and success of the Company. 3. ELIGIBILITY. Participation in the Plan shall be determined by the Committee and shall be limited to Eligible Employees. No member of the Committee shall be eligible to receive Options under the Plan. 4. SHARES SUBJECT TO THE PLAN. Subject to adjustments provided in paragraph 13 hereof, the aggregate number of shares of Common Stock that may be delivered pursuant to the exercise of Options granted under the Plan shall not exceed 4,000,000. Such shares may consist, either in whole or in part, of the Company's authorized but unissued Common Stock or shares of the Company's authorized and issued Common Stock reacquired by the Company and held in its Treasury, as may from time to time be determined by the Board. If an Option granted under the Plan is surrendered, expires unexercised or for any reason -3- ceases to be exercisable in whole or in part, the shares of Common Stock that were issuable pursuant to such Option, but as to which the Option was not exercised, shall again be available for the purposes of the Plan. 5. OPTION GRANTS. The Committee may, in its sole discretion and subject to the terms of the Plan, grant Options to such Eligible Employees, for such number of shares of Common Stock, at such time or times, and containing such terms consistent with the Plan, as it deems appropriate. Unless otherwise specified by the Committee, the date on which the Committee approves the granting of an Option shall be deemed the Grant Date for such Option. 6. EXERCISE PRICE. The Exercise Price for each Option granted under the Plan shall be as determined by the Committee, but shall not be less than 100% of the fair market value of a share of the Common Stock on the Grant Date. The Exercise Price for an ISO granted to any Ten Percent Owner Participant shall not be less than 110% of the fair market value of a share of the Common Stock on the Grant Date. Unless otherwise required by applicable provisions of the Code, fair market value of the Common Stock on the Grant Date of an Option shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of Common Stock on such exchange on the Grant Date, or if there were no sales on such date, then on the next prior business day on which there were sales. (ii) If the Common Stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the Grant Date, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the Common Stock as the Committee may reasonably select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. (iii) If neither of the methods described in (i) or (ii) above is available or accurately reflects fair market value, then the Committee shall make a good faith determination of the fair market value using any reasonable method of valuation. 7. TERM OF OPTION. The Exercise Period of each Option granted shall commence on the Grant Date of the Option or on such later date as may be determined by the Committee and, except as set forth below, shall expire on such date as is determined by the -4- Committee ("Expiration Date"); provided, however, such Expiration Date shall be not later than ten (10) years from the Grant Date in the case of an ISO and ten (10) years and one (1) day in the case of a NQSO. In the case of a Ten Percent Owner Participant, no ISO shall have an Expiration Date more than five (5) years after its Grant Date. Any Option granted under the Plan shall terminate and may no longer be exercised if the Participant ceases to be an employee of the Company or a Related Corporation, except as follows: (i) If a Participant's employment with the Company or a Related Corporation shall have been terminated for any reason other than his death or disability within the meaning of Section 22(e)(3) of the Code, he may at any time within a period of three (3) months thereafter, exercise any Option held by him to the extent the Option was exercisable by him on the date of termination of employment; (ii) If a Participant's employment with the Company or a Related Corporation is terminated due to his disability within the meaning of Section 22(e)(3) of the Code, he may at any time within a one (1) year period thereafter, exercise any Option held by him to the extent the Option was exercisable by him on the date of termination of employment; (iii) If a Participant dies while employed by the Company or a Related Corporation, any Option held by him at his death, to the extent the Option was exercisable by the deceased Participant at his death, may be exercised within six (6) months after his death (or within such longer period as may be otherwise specified by the Committee and, in the case of an ISO, which is permitted by Sections 421 and 422 of the Code) by the person or persons to whom the Participant's rights shall pass by will duly admitted to probate, or in the absence of any provision by will duly admitted to probate, by the executor or administrator of his estate duly qualified and appointed under the laws of the decedent's domicile at the time of his death; (iv) Those Options granted to Joel Fairman on May 18, 2000 shall be exercisable according to the terms of the Grant for the periods provided therein; provided, however, that in no event may an Option be exercised to any extent by any person after its Expiration Date. 8. EXERCISE OF OPTION. During the period when any Option, or a portion of it, remains exercisable, such Option may be exercised at any time in whole or in part; provided, -5- however, that the Committee may require a partial exercise of an Option to be for no less than a stated minimum number of shares of Common Stock. Options may be exercised from time to time by delivering to the Secretary of the Company written notice of exercise, stating the number of shares of Common Stock with respect to which an Option is being exercised, along with payment of the Exercise Price for such shares by (a) cash or check payable to the Company; (b) delivery of shares of Common Stock; or (c) a combination of the preceding two methods. Payment by delivery of shares of Common Stock may include (i) the delivery of Common Stock already owned by the Participant; or (ii) the exchange, arranged through a qualified broker approved by the Board of Directors, of Common Stock to be received from the exercise of the Option, with the result that the Participant will receive from the exercise a net number of shares of Common Stock represented by the difference between the total number of shares with respect to which the Option is being exercised and that number of shares, the fair market value of which is equal to the full Exercise Price (including any tax withholding to the Company) for all shares of Common Stock with respect to which the Option is exercised. Any shares of Common Stock delivered in payment of an Exercise Price shall be valued as of the Exercise Date in accordance with paragraph 6 hereof. 9. LIMITATION ON EXERCISABILITY. In the case of ISOs, the aggregate fair market value (determined as of the Grant Date) of the Common Stock issuable pursuant to ISOs granted under the Plan and under any other plan of the Company and any Related Corporation which are exercisable for the first time by a Participant during any calendar year, shall not exceed $100,000. 10. GRANT OF SUBSTITUTE OPTIONS; MERGERS. In the event that a person who, as an employee of a company other than the Company or a Related Corporation, received one or more stock options entitling him to purchase stock in his employer-company, and by reason of a corporate merger, consolidation, acquisition of stock or property, separation, reorganization or liquidation, such person becomes a key employee of the Company or a Related Corporation, then, to the extent permitted by Sections 422 and 424 of the Code in the case of ISOs, the Committee, with the approval of the Board, may approve the granting of an Option under the Plan to such person in substitution for his option to acquire stock in such other company. Options granted under the Plan in substitution may include provisions inconsistent with those required by the Plan, so long as any ISO so granted meets the requirements of Sections 422 and 424 of the Code and would not as a result cause other ISOs granted under the Plan to be disqualified as ISOs. 11. NONTRANSFERABILITY OF OPTIONS. An Option granted under the Plan is not transferable, except by will or by the laws of descent and distribution, and, during the lifetime of the Participant to whom granted, is exercisable only by him or in the event of his disability, his personal representative. Notwithstanding the foregoing, an Option may be transferred -6- pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code; provided, however, that an ISO may not be so transferred unless otherwise permitted pursuant to the Code without affecting its status as an ISO. 12. NO EFFECT ON EMPLOYMENT. Nothing contained in the Plan or in any option agreement issued in connection herewith shall be construed to limit or restrict the right of the Company or any Related Corporation to terminate a Participant's employment at any time, with or without cause, or to increase or decrease the Participant's compensation from the rate in existence at the time the Option is granted. 13. ADJUSTMENT OF SHARES SUBJECT TO OPTION. In the event there is any change in the Common Stock of the Company subject to the Plan through the declaration of stock dividends, or through recapitalization resulting in stock split-ups, or combinations or exchanges of shares, or otherwise, the number of shares of Common Stock available for the granting of Options under the Plan and the shares of Common Stock subject to any Option granted under the Plan shall be appropriately adjusted by the Board. The Committee shall give notice of such adjustment to each Participant, and the adjustment shall be effective and binding on the Participant. 14. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of January 1, 1998, subject to the its approval and adoption by shareholders holding a majority of the Company's shares entitled to vote thereon. 15. SUSPENSION OR TERMINATION OF THE PLAN. The Board of Directors may at any time suspend or terminate the Plan. Unless the Plan shall theretofore have been terminated by the Board of Directors, the Plan shall terminate at the close of business on the tenth anniversary of the effective date of the Plan. Options may be granted during such suspension or after such termination. The suspension or termination of the Plan shall not, without the consent of the holders of Options granted under the Plan, alter or impair any rights or obligations under any Option previously granted under the Plan. 16. AMENDMENT OF THE PLAN. The Board may at any time amend the Plan in such respect as the Board may deem advisable in order that ISOs granted under it shall be or remain "incentive stock options" under Section 422 of the Code, or in order to conform to any change in the law, or in any other respect the Board may deem to be in the best interest of the Company; provided, however, that no such amendment shall be made without approval of the holders of a majority of all shares of the Company's issued and outstanding shares entitled to vote thereon to the extent that shareholder approval would be required by Section 422 of the Code or Rule 16b-3 of the Exchange Act or by the rules of any stock exchange or market quotation system to which the Company is subject. Any amendment to the Plan shall not alter or impair any rights or obligations under any Option theretofore granted under the Plan without the consent of the holder thereof. -7- 17. ADMINISTRATION. (A) The Committee shall have full power to construe and interpret the Plan and to establish and amend rules and regulations for its administration. (B) Each Option shall be evidenced by an option agreement which shall contain such terms and conditions as may be approved by the Committee and shall be signed by an officer of the Company and the Participant. (C) The Committee shall report to the Board the names of those Eligible Employees granted Options, the number of shares covered by each Option, and the applicable Exercise Prices. (D) Each Option shall be subject to the requirement that, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issue or purchase of shares thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained. (E) The Committee shall, immediately after it approves the granting of an Option, notify the Participant of such action. 18. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No Option shall be exercisable and no shares will be delivered under this Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with applicable federal and state securities laws, withholding tax requirements and the rules of all domestic stock exchanges and reporting systems on which the Company's shares of Common Stock may be listed or reported, as the Committee, in its sole discretion, may deem necessary or advisable. Any share certificate issued to evidence shares of Common Stock for which an Option is exercised may bear legends and statements the Committee shall deem advisable to assure compliance with federal and state laws and regulations. 19. MISCELLANEOUS PROVISIONS. (A) WITHHOLDING TAXES. The Company or a Related Corporation shall have the right to require a payment from a Participant to cover applicable withholding taxes. If permitted by the Committee, a Participant may make a written election to have shares of Common Stock withheld from the shares otherwise to be received upon the exercise of an Option and applied by the Company or Related Corporation to -8- the payment of applicable taxes relative to the exercise of the Option. The number of shares so withheld shall have an aggregate fair market value, as determined by the Committee, sufficient to satisfy the Company's minimum statutory withholding requirements. (B) DELAWARE LAW TO GOVERN. The Plan and all agreements entered into under the Plan shall be interpreted pursuant to the laws of the State of Delaware. (C) OTHER PLANS. Nothing herein contained shall be construed as limiting the establishment or continued operation of other incentive compensation plans by the Company or a Related Corporation, or in any way limiting or restricting the amounts of payments thereunder, or as in any way limiting the authority of the Board to authorize or make such payments as they may determine for any period, or as limiting the authority of the Board in respect of the payment of salaries, wages or special compensation. (D) OBLIGATIONS. Neither the Company nor Related Corporations nor the Board nor the Committee nor any member thereof shall, by any provisions of the Plan, be deemed to be a trustee of any property, and the liabilities of the Company or Related Corporations to any Participant pursuant to the Plan shall be those of a debtor pursuant to such contract obligation as are created by the Plan, and no such obligation of the Company or Related Corporations shall be deemed to be secured by any pledge or other encumbrance on any property of the Company or Related Corporations. (E) CHANGE IN CONDITIONS OF THE CODE. In the event of relevant changes in the Code, or other factors affecting the continued appropriateness of granting ISOs or NQSOs under the Plan, the Committee may, in its sole discretion, accelerate or change the form of awarding benefits under the Plan. (F) PURCHASE OF COMMON STOCK. The Company and Related Corporations may, but shall not be required to, purchase from time to time shares of Common Stock of the Company in such amounts as they may determine for purposes of the Plan. The Company and Related Corporations shall have no obligation to retain, and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Company purchased pursuant to this paragraph. (G) PARTICIPANT'S AGREEMENT. If, at the time of the distribution of any shares of the Common Stock of the Company hereunder, in the opinion of counsel for the Company, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the Participant receiving such shares shall agree that he will take the shares for investment and not with -9- any present intention to resell the same and that he will dispose of such shares only in compliance with such laws and regulations, the Participant will, upon the request of the Company, execute and deliver to the Company an agreement to such effect. (H) USE OF CERTAIN TERMS. The terms used herein which are defined in Sections 421, 422 and 424, inclusive, of the Code and regulations and revenue rulings applicable thereto, shall have the meanings attributed to them therein. (I) ISO SAVINGS CLAUSE. It is intended that ISOs granted under this Plan, and the terms of this Plan which apply to ISOs, shall meet all requirements of Section 422 of the Code, and the Plan shall be interpreted, whenever possible, to comply therewith. To the extent necessary that ISOs granted or to be granted under the Plan shall be or remain "incentive stock options" under Section 422 of the Code, all provisions under this Plan pertaining to ISOs shall be read together, without any provisions which pertain exclusively to NQSOs or otherwise do not apply to ISOs. (J) RULE 16b-3 SAVINGS CLAUSE. To the extent that they apply to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3. Any provision of the Plan or action by the Committee shall be interpreted, wherever possible, to comply with all applicable conditions of Rule 16b-3, and to the extent that it does not comply, it shall be deemed to be null and void, to the extent permitted by law and deemed advisable by the Committee. (K) OTHER PROVISIONS. The agreements authorized under this Plan may contain such other provisions as the Committee shall deem advisable. -10- (L) NOTICE. Any notice which may be required or permitted to be given hereunder shall be in writing, and may be delivered to the Company personally or by registered mail, postage prepaid, addressed to: Treasurer, Regent Communications, Inc., 50 East RiverCenter Boulevard, Covington, Kentucky 41011or at such other address as the Company, by notice to the Participant, may designate in writing from time to time, and to the Participant, at the Participant's address as shown on the records of the Company, or at such other address as the Participant, by notice to the Treasurer, Regent Communications, Inc., may designate in writing from time to time. REGENT COMMUNICATIONS, INC. By:__________________________________ William L. Stakelin, President -11- EX-99.1 5 l97273aexv99w1.txt CERTIFICATION EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Regent Communications, Inc. (the "Registrant") on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Terry S. Jacobs, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ Terry S. Jacobs ------------------- Terry S. Jacobs Chief Executive Officer November 14, 2002 EX-99.3 6 l97273aexv99w3.txt CERTIFICATION EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Regent Communications, Inc. (the "Registrant") on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Anthony A. Vasconcellos, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ Anthony A. Vasconcellos --------------------------- Anthony A. Vasconcellos Chief Financial Officer November 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----


PART I FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS
CERTIFICATIONS
EXHIBIT INDEX
EMPLOYEE STOCK PURCHASE PLAN
1998 MGMT. STOCK OPTION PLAN
CERTIFICATION
CERTIFICATION

	/s/ Terry S. Jacobs

	Chairman of the Board and Chief Executive Officer

	/s/ Anthony A. Vasconcellos

	Chief Financial Officer and Senior Vice President