Regent Communications 10-Q

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x Noo

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 – 46,534,809 shares outstanding as of November 7, 2003


PART I FINANCIAL INFORMATION			Page
			Number

	Item 1. Financial Statements

		Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2003 (unaudited) and September 30, 2002 (unaudited)		3

		Condensed Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002		4

		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 (unaudited) and September 30, 2002 (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			34

	Item 4. Controls and Procedures			34

PART II OTHER INFORMATION

	Item 1. Legal Proceedings			35

	Item 2. Changes in Securities and Use of Proceeds			35

	Item 6. Exhibits and Reports on Form 8-K			35

REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)


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

			2003			2002			2003			2002

Broadcast revenues, net of agency commissions			$	21,353		$	18,710		$	59,539		$	48,958
Station operating expenses				14,497			12,744			41,939			34,160
Depreciation and amortization				1,059			798			3,101			2,476
Corporate general and administrative expenses				1,322			1,498			4,636			4,583
Loss (gain) on sale of long-lived assets				1			–			6			(442	)

		Operating income		4,474			3,670			9,857			8,181
Interest expense				(811	)		(377	)		(2,795	)		(1,859	)
Other expense, net				(57	)		(15	)		(175	)		(234	)

Income before income taxes and cumulative effect of accounting change				3,606			3,278			6,887			6,088
Income tax expense				(1,469	)		(1,461	)		(2,716	)		(2,529	)

Income before cumulative effect of accounting change				2,137			1,817			4,171			3,559
Cumulative effect of accounting change, net of applicable income taxes of $3,762				–			–			–			(6,138	)

	Net income (loss)		$	2,137		$	1,817		$	4,171		$	(2,579	)

Basic and diluted income (loss) per common share:
	Before cumulative effect of accounting change		$	0.05		$	0.04		$	0.09		$	0.08

	Net income (loss)		$	0.05		$	0.04		$	0.09		$	(0.06	)

Weighted average number of common shares:
	Basic			46,507			46,759			46,511			42,039
	Diluted			46,895			47,075			46,789			42,584

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

REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)


			September 30,			December 31,
			2003			2002

			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,458		$	2,656
	Accounts receivable, less allowance of $1,166 and $854 at September 30, 2003 and December 31, 2002, respectively			13,500			13,517
	Other current assets			1,250			811

		Total current assets		16,208			16,984
Property and equipment, net				35,006			26,889
Intangible assets, net				293,740			238,706
Goodwill				26,139			24,200
Other assets				2,465			1,251

		Total assets	$	373,558		$	308,030

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	2,068		$	2,050
	Accrued compensation			1,325			2,158
	Accrued expenses and other current liabilities			4,179			3,740

		Total current liabilities		7,572			7,948
Long-term debt				70,845			11,359
Other long-term liabilities				841			90
Deferred taxes				12,481			10,143

		Total liabilities		91,739			29,540
Commitments and Contingencies
Stockholders’ equity:
	Common stock, $.01 par value, 100,000,000 shares authorized; 48,083,492 and 48,047,382 shares issued at September 30, 2003 and December 31, 2002, respectively			481			480
	Treasury shares, 1,572,168 and 1,488,556 shares, at cost, at September 30, 2003 and December 31, 2002, respectively			(7,920	)		(7,575	)
	Additional paid-in capital			348,004			348,033
	Accumulated other comprehensive loss			(469	)		–
	Accumulated deficit			(58,277	)		(62,448	)

		Total stockholders’ equity		281,819			278,490

Total liabilities and stockholders’ equity			$	373,558		$	308,030

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

REGENT COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)


					Nine Months Ended
					September 30,

					2003			2002

Cash flows from operating activities:
Net income (loss)					$	4,171		$	(2,579	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Cumulative effect of accounting change, net of applicable income taxes				–			6,138
		Depreciation and amortization				3,101			2,476
		Deferred income tax expense				2,578			2,406
		Loss (gain) on sale of long-lived assets				6			(442	)
		Write-off of unamortized deferred finance costs				1,032			–
		Other, net				1,012			970
		Changes in operating assets and liabilities, net of acquisitions				(2,570	)		(1,334	)

				Net cash provided by operating activities		9,330			7,635
Cash flows from investing activities:
		Acquisition of radio stations and related acquisition costs, net of cash acquired				(62,876	)		(4,691	)
		Capital expenditures				(3,700	)		(2,421	)
		Net proceeds from sale of long-lived assets				17			1,829
		Escrow deposits for acquisitions of radio stations				(388	)		–

			Net cash used in investing activities			(66,947	)		(5,283	)
Cash flows from financing activities:
		Net proceeds from issuance of common stock				–			75,775
		Principal payments on long-term debt				(79,129	)		(79,145	)
		Purchase of treasury shares				(992	)		(954	)
		Payment of equity issuance costs				–			(820	)
		Payment of debt financing costs				(1,960	)		–
		Long-term debt borrowings				138,500			5,000

			Net cash provided by (used in) financing activities			56,419			(144	)

Net (decrease) increase in cash and cash equivalents						(1,198	)		2,208
Cash and cash equivalents at beginning of period						2,656			1,765

Cash and cash equivalents at end of period					$	1,458		$	3,973

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
		Capital lease obligations incurred			$	94		$	–

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, 2002 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, 2002.

Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast. Revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. Agency commissions were approximately $2.2 million and $1.9 million for the three months ended September 30, 2003 and 2002, respectively, and approximately $6.2 and $5.2 million for the nine months ended September 30, 2003 and 2002, respectively.

The following table shows the components of comprehensive income for the three and nine months ended September 30, 2003 (in thousands):

There were no components of other comprehensive income for the three and nine months ended September 30, 2002.

The Company enters into interest rate swap agreements to manage its exposure to interest rate movements by effectively converting a portion of its debt from variable to fixed rates. The Company follows the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), as amended by SFAS 137, SFAS 138 and SFAS 149, which requires that all derivative financial instruments that qualify for hedge accounting, such as interest rate swap agreements, be recognized in the financial statements as assets or liabilities and be measured at fair value. If certain conditions are met, a derivative may be designated as a cash flow hedge, a fair value hedge or a foreign currency hedge. An entity that elects to apply hedge accounting is required to establish at the inception of the hedge the method it will use for assessing the effectiveness of the hedge and the measurement method it will use to assess the fair value of the hedge. Changes in the fair value of derivative instruments are either recognized periodically in income or as a component of stockholders’ equity, in accumulated other comprehensive income (loss). The fair value of the hedge instruments are determined by obtaining quotations from the financial institutions that are counterparties to the Company’s hedge agreements. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for

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

undertaking various hedge transactions. The Company also formally assesses, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in cash flows of the hedged item. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, the Company will discontinue hedge accounting prospectively.

In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123” which requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company accounts for its four stock-based compensation plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations, under which compensation expense is recorded only to the extent that the market price of the underlying common stock on the date of grant exceeds the exercise price. The Company recorded no compensation expense related to its stock-based compensation plans for the three and nine months ended September 30, 2003 or 2002. The following table illustrates the effect on net income (loss) and income (loss) per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to stock-based employee compensation (in thousands except per share information).


		Three months ended						Nine months ended
		September 30,						September 30,

		2003			2002			2003			2002

Net income (loss), as reported		$	2,137		$	1,817		$	4,171		$	(2,579	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(349	)		(386	)		(976	)		(1,160	)

Pro forma net income (loss)		$	1,788		$	1,431		$	3,195		$	(3,739	)

Earnings (loss) per share:
	Basic – as reported	$	0.05		$	0.04		$	0.09		$	(0.06	)
	Basic – pro forma	$	0.04		$	0.03		$	0.07		$	(0.09	)
	Diluted – as reported	$	0.05		$	0.04		$	0.09		$	(0.06	)
	Diluted – pro forma	$	0.04		$	0.03		$	0.07		$	(0.09	)

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

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for 2003 and 2002:

The fair value for each share of common stock issued under the Company’s Employee Stock Purchase Plan was calculated using an average risk-free interest rate of 0.9% to 1.22%, volatility of 58.4% to 60.5%, assuming no dividends and an expected term of five years.

On February 25, 2003, the Company completed the acquisition of 12 radio stations from Brill Media Company, LLC and its related entities. Regent had been providing programming and other services to the stations under a time brokerage agreement, which began on September 11, 2002. The stations acquired and the markets they serve are as follows:

•

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

•

KTRR-FM, KUAD-FM and KKQZ-FM (formerly a construction permit prior to commencing broadcast operations on November 1, 2002) serving the Ft. Collins-Greeley, Colorado market, and

The net purchase price of these assets after all adjustments, and excluding related acquisition costs, was approximately $61.8 million, which Regent funded through borrowings under its old credit facility. The Company received a final independent appraisal for the purchase in the third quarter, and has allocated the purchase price as follows (in thousands):

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

The following unaudited pro forma data summarize the combined results of operations of Regent, together with the operations of significant stations acquired in 2003 and 2002 as though those transactions had occurred on January 1, 2002.

The Company recorded 100% of revenues and station operating expenses for the acquired stations during the period those stations were operated under time brokerage agreements. 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 periods, nor is it indicative of future results of operations.

On January 10, 2003, Regent entered into an agreement to purchase substantially all of the assets of KKPL-FM and KARS-FM, serving the Fort Collins-Greeley, Colorado market from AGM-Nevada, L.L.C. for $7.75 million. The purchase price is payable in a combination of $5.0 million in cash and $2.75 million 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 the average share price of Regent common stock for that period is less than $7.50 per share, Regent may, at its sole discretion, reallocate the purchase price to increase the amount of cash consideration paid to up to 100% of the purchase price and correspondingly reduce the portion paid in Regent common stock. On February 1, 2003, the Company began providing programming and other services to KKPL-FM under a local programming and marketing agreement. The Company has placed $387,500 in escrow to secure its obligations under this agreement. Regent’s FCC applications filed to complete this transaction were “flagged” for further competitive review by the FCC. However, in light of recent FCC and court rulings, the FCC has now abandoned its former practice of flagging applications. Accordingly, the Company has re-filed its applications, but cannot know when the FCC will act on these applications, or whether, and on what terms, this transaction may be completed.

On February 27, 2003, Regent entered into an agreement with Clear Channel Broadcasting, Inc. and its affiliates (“Clear Channel”) to exchange four stations (KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM) serving the Duluth, Minnesota market and $2.7 million in cash for five radio stations (WYNG-FM, WDKS-FM, WKRI-FM, WGBF-FM, and WGBF-AM) serving the Evansville, Indiana market (the “Clear Channel Stations”). On March 1, 2003,

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

Regent began providing programming and other services to the Clear Channel Stations, and Clear Channel began providing the same such services to the Duluth stations under time brokerage agreements. Regent’s FCC applications filed to complete this transaction were “flagged” for further competitive review by the FCC. However, in light of recent FCC and court rulings, the FCC has now abandoned its former practice of flagging applications. Accordingly, the Company has re-filed its applications, but cannot know when the FCC will act on these applications, or whether, and on what terms, this transaction may be completed.

On June 30, 2003, the Company entered into a new senior secured reducing credit agreement with a group of lenders that provides for a maximum aggregate principal amount of $150.0 million, consisting of a senior secured revolving credit facility in the aggregate principal amount of $85.0 million and a senior secured term loan facility in the amount of $65.0 million. The credit facility includes a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. Regent incurred approximately $2.0 million in financing costs related to the new credit facility, which are being amortized over the life of the facility using the effective interest method. The new credit facility is available for working capital and permitted acquisitions, including related acquisition costs. At September 30, 2003 the Company had borrowings under the new credit facility of $70.5 million, comprised of a $65.0 million term loan and $5.5 million of revolver borrowings, and available borrowings of $79.5 million, subject to the terms and conditions of the facility. The borrowings under the new credit facility were used to pay off the outstanding indebtedness under the old credit facility and the financing costs related to the new credit facility. At June 30, 2003, the Company incurred approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to its old credit facility. At December 31, 2002, the Company had borrowings of approximately $11.0 million under its old credit facility.

The term loan and revolver commitment reduce over seven years beginning in 2004, as follows (in thousands):

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

facility may have different or additional financial or other covenants, and may be priced differently than the original term and revolving loans. The Company’s ability to borrow amounts under this incremental loan facility expires June 30, 2006.

Under the new credit facility, the Company is required to maintain a maximum leverage ratio, minimum interest coverage ratio, and minimum fixed charge coverage ratio, as well as to observe negative covenants customary for facilities of this type. Borrowings under the new 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 rate of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the new credit facility, which varies between 0.0% and 1.5% depending upon the Company’s consolidated leverage ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 1.5% and 3.0%, depending upon the Company’s consolidated leverage ratio. Borrowings under the new credit facility bore interest at an average rate of 3.24% at September 30, 2003. Borrowings under the old credit facility bore interest at an average rate of 2.67% at December 31, 2002. The Company is required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the new credit facility. The underwriting commitment varies between 0.375% and 0.625% depending upon the amount of the new credit facility utilized. The Company’s indebtedness under the new 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 those subsidiaries.

Under the terms of the new credit facility, the Company was required to enter into by December 31, 2003, and maintain for a two-year period after becoming effective, an interest rate protection agreement, providing interest rate protection for a minimum of one-half of the aggregate outstanding borrowings under the combined term loans and incremental term loans. In August 2003, the Company entered into a LIBOR-based forward interest rate swap agreement, which will effectively convert $32.5 million of its variable-rate debt under the new credit facility to a fixed rate. The swap agreement becomes effective on June 30, 2004 and expires two years from that date. Under this agreement, payments will be made based on a fixed rate, which Regent set in August 2003 based on the market for a financial instrument of this type at that date. The Company has classified the swap agreement as a cash-flow hedge, in which the Company is hedging the variability of cash flows related to its variable-rate debt. The unrealized loss related to the interest rate swap agreement was $0.5 million at September 30, 2003, net of $0.2 million of income taxes, based on information received from the counterparty to the agreement. This loss has been recorded as a component of accumulated other comprehensive loss. The Company determined that there was no ineffectiveness in the hedge agreement at either the date of inception or at September 30, 2003.

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.

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

Set forth below are condensed consolidating financial statements for RCI, RBI and the Subsidiary Guarantors, including the Condensed Consolidating Statements of Operations for the three and nine-month periods ended September 30, 2003 and 2002, the Condensed Consolidating Balance Sheets as of September 30, 2003 and December 31, 2002, and the Condensed Consolidating Statements of Cash Flows for the nine-month periods ended September 30, 2003 and 2002. 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 flows 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.


		Condensed Consolidating Statements of Operations
		(in thousands)
		Three Months Ended September 30, 2003

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	–		$	–		$	21,353		$	–		$	21,353
Station operating expenses			–			–			14,497			–			14,497
Depreciation and amortization			28			–			1,031			–			1,059
Corporate general and administrative expenses			1,309			13			–			–			1,322
Loss on sale of long-lived assets			–			–			1			–			1
Equity in (loss in) earnings of subsidiaries			1,656			3,486			–			(5,142	)		–

	Operating income (loss)		319			3,473			5,824			(5,142	)		4,474
Interest expense, net			(9	)		(802	)		–			–			(811	)
Other expense, net			(14	)		–			(43	)		–			(57	)

Income (loss) before income taxes			296			2,671			5,781			(5,142	)		3,606
Income tax (expense) benefit			(112	)		(1,015	)		(2,295	)		1,953			(1,469	)

Net income (loss)		$	184		$	1,656		$	3,486		$	(3,189	)	$	2,137

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


		Condensed Consolidating Statements of Operations
		(in thousands)
		Three Months Ended September 30, 2002

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	–		$	–		$	18,710		$	–		$	18,710
Station operating expenses			–			–			12,744			–			12,744
Depreciation and amortization			28			–			770			–			798
Corporate general and administrative expenses			1,483			15			–			–			1,498
Equity in (loss in) earnings of Subsidiaries			1,599			2,963			–			(4,562	)		–

	Operating income (loss)		88			2,948			5,196			(4,562	)		3,670
Interest expense, net			(9	)		(368	)		–			–			(377	)
Other income (expense), net			55			–			(70	)		–			(15	)

Income (loss) before income taxes			134			2,580			5,126			(4,562	)		3,278
Income tax (expense) benefit			(51	)		(981	)		(2,163	)		1,734			(1,461	)

Net income (loss)		$	83		$	1,599		$	2,963		$	(2,828	)	$	1,817

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


		Condensed Consolidating Statements of Operations
		(in thousands)
		Nine Months Ended September 30, 2003

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	–		$	–		$	59,539		$	–		$	59,539
Station operating expenses			–			–			41,939			–			41,939
Depreciation and amortization			83			–			3,018			–			3,101
Corporate general and administrative expenses			4,590			46			–			–			4,636
Loss on sale of long- lived assets			–			–			6			–			6
Equity in (loss in) earnings of subsidiaries			3,722			8,835			–			(12,557	)		–

	Operating (loss) income		(951	)		8,789			14,576			(12,557	)		9,857
Interest expense, net			(27	)		(2,768	)		–			–			(2,795	)
Other income (expense), net			10			(18	)		(167	)		–			(175	)

(Loss) income before income taxes			(968	)		6,003			14,409			(12,557	)		6,887
Income tax benefit (expense)			368			(2,281	)		(5,574	)		4,771			(2,716	)

Net (loss) income		$	(600	)	$	3,722		$	8,835		$	(7,786	)	$	4,171

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


		Condensed Consolidating Statements of Operations
		(in thousands)
		Nine Months Ended September 30, 2002

								Subsidiary
		RCI			RBI			Guarantors			Eliminations			Total

Net broadcast revenue		$	–		$	–		$	48,958		$	–		$	48,958
Station operating expenses			–			–			34,160			–			34,160
Depreciation and amortization			82			–			2,394			–			2,476
Corporate general and administrative expenses			4,537			46			–			–			4,583
Gain on sale of long- lived assets			–			–			(442	)		–			(442	)
(Loss in) equity in earnings of subsidiaries			(296	)		1,401			–			(1,105	)		–

	Operating (loss) income		(4,915	)		1,355			12,846			(1,105	)		8,181
Interest expense, net			(27	)		(1,832	)		–			–			(1,859	)
Other income (expense), net			105			–			(339	)		–			(234	)

(Loss) income before income taxes and cumulative effect of accounting change			(4,837	)		(477	)		12,507			(1,105	)		6,088
Income tax benefit (expense)			1,838			181			(4,968	)		420			(2,529	)

(Loss) income before cumulative effect of accounting change			(2,999	)		(296	)		7,539			(685	)		3,559
Cumulative effect of accounting change			–			–			(6,138	)		–			(6,138	)

Net (loss) income		$	(2,999	)	$	(296	)	$	1,401		$	(685	)	$	(2,579	)

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


				Condensed Consolidating Balance Sheets
				(in thousands)
				September 30, 2003

								Subsidiary
				RCI		RBI		Guarantors		Eliminations			Total

ASSETS
Current assets:
	Cash and cash equivalents			$	–	$	1,458	$	–	$	–		$	1,458
	Accounts receivable, net				–		–		13,500		–			13,500
	Other current assets				484		–		766		–			1,250

		Total current assets			484		1,458		14,266		–			16,208
Intercompany receivable					–		–		37,714		(37,714	)		–
Investment in subsidiaries					271,944		377,342		–		(649,286	)		–
Property and equipment, net					409		–		34,597		–			35,006
Intangible assets, net					–		–		293,740		–			293,740
Goodwill					1,599		292		24,248		–			26,139
Other assets					9,131		1,857		439		(8,962	)		2,465

		Total assets		$	283,567	$	380,949	$	405,004	$	(695,962	)	$	373,558

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued expenses			$	1,403	$	322	$	5,847	$	–		$	7,572
	Intercompany payable				–		37,714		–		(37,714	)		–

		Total current liabilities			1,403		38,036		5,847		(37,714	)		7,572
Long-term debt, less current portion					345		70,500		–		–			70,845
Deferred taxes and other long-term liabilities					–		469		21,815		(8,962	)		13,322

			Total liabilities		1,748		109,005		27,662		(46,676	)		91,739
Stockholders’ equity					281,819		271,944		377,342		(649,286	)		281,819

			Total liabilities and stockholders’ equity	$	283,567	$	380,949	$	405,004	$	(695,962	)	$	373,558

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


				Condensed Consolidating Balance Sheets
				(in thousands)
				December 31, 2002

								Subsidiary
				RCI		RBI		Guarantors		Eliminations			Total

ASSETS
Current assets:
	Cash and cash equivalents			$	–	$	2,656	$	–	$	–		$	2,656
	Accounts receivable, net				–		–		13,517		–			13,517
	Other current assets				297		–		514		–			811

		Total current assets			297		2,656		14,031		–			16,984
Intercompany receivable					–		–		28,048		(28,048	)		–
Investment in subsidiaries					269,302		304,105		–		(573,407	)		–
Property and equipment, net					464		–		26,425		–			26,889
Intangible assets, net					–		–		238,706		–			238,706
Goodwill					1,754		493		21,953		–			24,200
Other assets					9,021		1,149		43		(8,962	)		1,251

		Total assets		$	280,838	$	308,403	$	329,206	$	(610,417	)	$	308,030

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued expenses			$	1,958	$	84	$	5,906	$	–		$	7,948
	Intercompany payable				–		28,048		–		(28,048	)		–

		Total current liabilities			1,958		28,132		5,906		(28,048	)		7,948
Long-term debt, less current portion					390		10,969		–		–			11,359
Deferred taxes and other long-term liabilities					–		–		19,195		(8,962	)		10,233

			Total liabilities		2,348		39,101		25,101		(37,010	)		29,540
Stockholders’ equity					278,490		269,302		304,105		(573,407	)		278,490

			Total liabilities and stockholders’ equity	$	280,838	$	308,403	$	329,206	$	(610,417	)	$	308,030

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


		Condensed Consolidating Statements of Cash Flows
		(in thousands)
		Nine Months Ended September 30, 2003

								Subsidiary
		RCI			RBI			Guarantors			Eliminations		Total

Cash flows from operating activities:
	Net cash (used in) provided by operating activities	$	(4,981	)	$	(3,624	)	$	17,935		$	–	$	9,330

Cash flows from investing activities:
	Acquisitions of radio stations and related acquisition costs		–			(63,264	)		–			–		(63,264	)
	Proceeds from sale of fixed assets		–			–			17			–		17
	Capital expenditures		(28	)		(3,672	)		–			–		(3,700	)

	Net cash (used in) provided by investing activities		(28	)		(66,936	)		17			–		(66,947	)

Cash flows from financing activities:
	Principal payments on long- term debt		(45	)		(78,970	)		(114	)		–		(79,129	)
	Long-term debt borrowings		–			138,500			–			–		138,500
	Purchase of treasury shares		(992	)		–			–			–		(992	)
	Debt financing costs		–			(1,960	)		–			–		(1,960	)
	Net transfers from (to) subsidiaries		6,046			11,792			(17,838	)		–		–

	Net cash provided by (used in) financing activities		5,009			69,362			(17,952	)		–		56,419

Decrease in cash and cash Equivalents			–			(1,198	)		–			–		(1,198	)
Cash and cash equivalents at beginning of period			–			2,656			–			–		2,656

Cash and cash equivalents at end of period		$	–		$	1,458		$	–		$	–	$	1,458

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


		Condensed Consolidating Statements of Cash Flows
		(in thousands)
		Nine Months Ended September 30, 2002

								Subsidiary
		RCI			RBI			Guarantors			Eliminations		Total

Cash flows from operating activities:
	Net cash (used in) provided by operating activities	$	(1,901	)	$	(1,609	)	$	11,145		$	–	$	7,635

Cash flows from investing activities:
	Acquisitions of radio stations and related acquisition costs		–			(4,691	)		–			–		(4,691	)
	Capital expenditures		(92	)		(2,329	)		–			–		(2,421	)
	Net proceeds from sale of radio stations		–			–			1,829			–		1,829

	Net cash (used in) provided by investing activities		(92	)		(7,020	)		1,829			–		(5,283	)

Cash flows from financing activities:
	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
	Equity financing costs		(820	)		–			–			–		(820	)
	Purchase of treasury stock		(954	)		–			–			–		(954	)
	Net transfers (to) from subsidiaries		(71,963	)		84,937			(12,974	)		–		–

	Net cash provided by (used in) financing activities		1,993			10,837			(12,974	)		–		(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

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, 2003 or December 31, 2002. The Company has in the past designated shares of preferred stock in 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.

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

On February 4, 2003, Regent issued 30,960 shares of common stock to four executive officers at an issue price of $5.905 per share as payment of a portion of 2002 bonuses awarded under the Senior Management Bonus Plan.

On March 5, 2003, the Company issued 36,110 shares of Regent common stock in a net cashless exercise of a stock option issued under the Regent Communications, Inc. Faircom Conversion Stock Option Plan.

Regent has a stock buyback program, approved by its Board of Directors, which allows the Company to repurchase shares of its common stock at certain market price levels. During the first nine months of 2003, Regent acquired 201,500 shares of its common stock for an aggregate purchase price of approximately $1.0 million. During the first nine months of 2002, Regent acquired 199,810 shares of its common stock for an aggregate purchase price of approximately $1.0 million. During the first nine months of 2003, Regent reissued 89,978 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 $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. The Company performs its annual review of goodwill and indefinite-lived intangible assets for impairment during the fourth quarter.

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 respective lives of the agreements. 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

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

accumulated amortization for the Company’s definite-lived intangibles at September 30, 2003 and December 31, 2002 (in thousands):

The aggregate amortization expense related to the Company’s definite-lived intangible assets for the three- and nine-month periods ended September 30, 2003 was approximately $32,000 and $99,000, respectively. Amortization expense related to the Company’s definite-lived intangible assets for the three- and nine-month periods ended September 30, 2002 was approximately $38,000 and $110,000, respectively. The estimated annual amortization expense for the years ending December 31, 2003, 2004, 2005 and 2006 is approximately $164,000, $126,000, $108,000, and $72,000, 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, 2003 and December 31, 2002 (in thousands):

The change in FCC licenses is due to the allocation of the purchase price of the radio stations acquired from Brill Media Company, LLC during the first quarter of 2003.

The following table presents the changes in the carrying amount of goodwill for the nine-month period ended September 30, 2003 (in thousands):

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

The change in goodwill is due to the allocation of the purchase price of the radio stations acquired from Brill Media Company, LLC during the first quarter of 2003.

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 less than 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				Nine Months
			Ended				Ended
			September 30,				September 30,

			2003		2002		2003		2002

			(in thousands, except per share amounts)
Net income before cumulative effect of accounting change			$	2,137	$	1,817	$	4,171	$	3,559
Cumulative effect of accounting change, net of applicable income taxes of $3,762				–		–		–		(6,138	)

Net income (loss)			$	2,137	$	1,817	$	4,171	$	(2,579	)

Weighted average basic common shares				46,507		46,759		46,511		42,039
Dilutive effect of stock options and warrants				388		316		278		545

Weighted average diluted common shares				46,895		47,075		46,789		42,584
Basic and diluted net income (loss) per common share:
	Income before cumulative effect of accounting change		$	0.05	$	0.04	$	0.09	$	0.08
	Cumulative effect of accounting change			–		–		–		(0.14	)

		Net income (loss)	$	0.05	$	0.04	$	0.09	$	(0.06	)

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). SFAS 150 changes the accounting for certain financial instruments that, under previous guidance could be classified as equity or mezzanine equity by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the balance sheet. SFAS 150 affects an entity’s classification of mandatorily redeemable instruments, financial instruments to repurchase an entity’s own equity instruments and financial instruments

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

embodying obligations that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based entirely on a fixed monetary amount known at inception or something other than changes in its own equity instruments. The Company adopted SFAS 150 effective June 30, 2003, with no impact to the Company’s financial position, cash flows or results of operations. Under its currently effective shelf registration statement, the Company has the ability to offer for sale financial instruments with characteristics of both debt and equity. If the Company were to issue such instruments, the provisions of SFAS 150 would be applied.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). SFAS 149 amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” and clarifies: (1) under what circumstances a contract with an initial net investment meets the characteristic of a derivative; (2) when a derivative contains a financing component; (3) amends the definition of an “underlying” to conform it to language used in FASB Interpretation No. 45; and (4) amends certain other existing pronouncements to obtain more consistent reporting of contracts as either derivatives or hybrid instruments. This statement is effective for contracts entered into or modified after June 30, 2003. Regent has adopted the provisions of SFAS 149 and applied them to the interest rate swap agreement entered into in August 2003, where applicable.

In January 2003, the FASB issued Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). FIN 46 deals with the consolidation of business enterprises of variable interest entities. FIN 46 is effective immediately for all variable interest entities created after January 31, 2003 and for the first fiscal year or interim period ending after December 15, 2003 for variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. Regent has certain long-term contracts related to the programming and /or sale of advertising air time for radio stations that it does not own. The Company is currently evaluating the applicability of FIN 46 to these arrangements, and the possible impact to its future consolidated results of operation and consolidated balance sheet.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The performance of a radio station group, such as ours, is customarily measured by its ability to generate station operating income (formerly referred to as broadcast cash flow). The term “station operating income” means operating income (loss) before depreciation and amortization, corporate general and administrative expenses, impairment of goodwill and gain (loss) on sale of long-lived assets. Although station operating income is not a measure of performance calculated in accordance with generally accepted accounting principles, we believe that station operating income is a generally recognized measure of performance in the broadcasting industry that helps investors better understand radio station operations. Additionally, the Company and other media companies have consistently been measured by analysts and other investors on their ability to generate station operating income. 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, including uncertainties surrounding recent Federal Communication Commission rules regarding broadcast ownership limits. 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, 2003 versus September 30, 2002 follows:

Comparison of three months ended September 30, 2003 to three months ended September 30, 2002

Our results from operations for the third quarter of 2003 generally showed increases over the same period of 2002, primarily due to the inclusion for a full three months of the operations of the 12 radio stations purchased from Brill Media Company, LLC and its related entities (the “Brill Stations”), which we began operating under a time brokerage agreement on September 11, 2002 and subsequently purchased on February 25, 2003. To a lesser extent, the operation of five Evansville, Indiana stations under a time brokerage agreement with Clear Channel Broadcasting, Inc. and its affiliates (the “Clear Channel Stations”), which began on March 1, 2003, also contributed to the increase, as well as the operation of KKPL-FM in Ft. Collins, Colorado, operated under a local programming and marketing agreement since February 2003.

Net broadcast revenues increased by 14.1%, from approximately $18.7 million in the third quarter of 2002 to approximately $21.3 million in the third quarter of 2003. The Brill Stations, Clear Channel Stations, and KKPL-FM provided approximately $3.3 million of the increase in net revenue, while net revenue from the stations operated in both the current and prior year quarters decreased by approximately $0.7 million. The local advertising environment continued to be sluggish during the third quarter, and while national advertising showed signs of rebounding, the positive effects were felt primarily in larger U.S. markets.

Station operating expenses increased 13.7%, from approximately $12.7 million in the third quarter of 2002 to approximately $14.5 million in the third quarter of 2003. Operating expenses for the Brill Stations, Clear Channel Stations and KKPL-FM accounted for approximately $2.4 million of the increase. Operating expenses were high as a percentage of net revenue for the Clear Channel Stations due to format and frequency changes implemented during the year to better position the stations for future revenue growth. Operating expenses for stations operated during the third quarter of both the current and prior years decreased by approximately $0.6 million during 2003. The decrease is due to a combination of: a reduction in discretionary spending in order to maintain earnings in a difficult advertising environment; and reduced selling expenses due to lower revenues during the third quarter of 2003.

Depreciation and amortization expense increased 32.7%, from approximately $0.8 million in 2002 to $1.1 million in 2003. The increase is due primarily to the incremental depreciation for the Brill Stations acquired during the first quarter of 2003. A full quarter of depreciation expense on two stations acquired in an existing market during the fourth quarter of 2002 also contributed to the increase.

Corporate general and administrative expense was approximately $1.3 million in the third quarter of 2003, compared to approximately $1.5 million in the third quarter of 2002. The decrease was primarily the result of a reduction in corporate bonus accruals due to less favorable results than budgeted for 2003, given the sluggish advertising environment. Additionally, legal and professional fees were less during the third quarter of 2003 than they were the same quarter of the previous year.

Interest expense increased from approximately $0.4 million during the third quarter of 2002, to approximately $0.8 million during the third quarter of 2003. Our average debt level for the quarter ended September 30, 2003 was approximately $73.9 million, as compared to

approximately $13.6 million for the same quarter of 2002, resulting in an increase in interest expense. The increase in borrowings was to fund the purchase of the Brill Stations. The increase in interest expense due to increased borrowings was partially offset by a decline in interest rates. The average interest rate for the third quarter of 2003 was 2.94%, compared to an average rate of 3.96% for the same quarter in 2002.

Income tax expense was recorded at the federal statutory rate of 34%. State income taxes, net of federal benefit, were recorded at a 4% rate for the third quarter of 2003. An additional 2.7% of state income tax expense was recorded during the quarter to true-up state deferred tax liabilities as a result of filing the 2002 state income tax returns. During the third quarter 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. During the third quarter of 2002, we recorded an additional $215,000 of income tax expense for a valuation allowance that was recorded against our deferred tax assets, due to the December 31, 2002 expiration of federal net operating loss carryforwards.

Net income per common share was $0.05 for the third quarter of 2003 and $0.04 for the third quarter of 2002.

While the acquisition of the Brill Stations and operation of the Clear Channel Stations and KKPL-FM have affected the comparability of our 2003 results from operations to those of 2002, 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, excluding the results of barter transactions and any markets sold or held for sale. We believe that a same station presentation is important to investors as it provides a measure of performance of radio stations that were owned and operated by us in the third quarter of 2002 as well as the current year and eliminates the effect of acquisitions and dispositions on comparability. Additionally, barter has been excluded in this comparison, as it customarily results in volatility between quarters, although differences over the full year are not material. This group of comparable markets (the “same station group”) is currently represented by 12 markets and 61 radio stations. For the same station group for the three months ended September 30, 2003, as compared to the same period in 2002, our net broadcast revenues decreased 3.0% and station operating income decreased by 2.3%. Revenue continued to be negatively impacted by the sluggish advertising environment, which caused a corresponding decrease in station operating income. The impact of the reduction in revenue was partially mitigated by the implementation of cost savings measures, primarily in the areas of compensation and promotional expenses.


Quarter 3 Same Station Data		Quarter 3				%
		2003		2002		Change

*Revenue*
Net broadcast revenue		$	21,353	$	18,710
Less:
Net results of barter transactions and stations not included in same station category			5,203		2,066

Same station broadcast revenue		$	16,150	$	16,644		(3.0	)%

*Station Operating Income*
Operating income		$	4,474	$	3,670
Plus:
	Depreciation and amortization		1,059		798
	Corporate general and administrative expenses		1,322		1,498
	Loss on sale of long-lived assets		1		–

Station operating income			6,856		5,966
Less:
Net results of barter transactions and stations not included in same station category			1,382		363

Same station operating income		$	5,474	$	5,603		(2.3	)%

Comparison of nine months ended September 30, 2003 to nine months ended September 30, 2002

Our results from operations for the first nine months of 2003 were generally higher than the same period of 2002, primarily due to the operations of the Brill Stations, and to a lesser extent, the Clear Channel Stations and KKPL-FM.

Net broadcast revenue for the first nine months of 2003 increased by 21.6% over the same period in 2002, from approximately $49.0 million in 2002 to approximately $59.5 million in 2003. The Brill Stations, Clear Channel Stations and KKPL-FM contributed approximately $11.1 million to the increase in net revenue. Net revenue for stations owned the first nine months of both years decreased approximately $0.6 million.

For the first nine months of the year, station operating expenses increased 22.8%, from approximately $34.2 million in 2002 to approximately $41.9 million in 2003. The operations of the Brill Stations, the Clear Channel Stations and KKPL-FM accounted for approximately $8.4 million of the increase, offset by a decrease in operating expenses of approximately $0.7 million for stations owned for the first nine months of both 2003 and 2002. The decrease in expense was due to the implementation of cost saving measures, primarily in the compensation and promotional areas, in response to lower net revenues.

Depreciation and amortization expense increased 25.2%, from approximately $2.5 million in 2002 to $3.1 million in 2003. The increase is due primarily to the incremental depreciation for the Brill Stations acquired during the first quarter of 2003. A full nine months of depreciation expense on four stations acquired in existing markets during the second and fourth quarters of 2002 also contributed to the increase.

Corporate general and administrative expense remained flat at $4.6 million for the first nine months of 2003 and 2002.

During the first quarter of 2002, we completed the sale of WGNA-AM in Albany, New York for $2.0 million in cash. We recorded a gain on the sale of long-lived assets of approximately $442,000 from the sale.

Interest expense increased from approximately $1.9 million for the first nine months of 2002, to approximately $2.8 million for the same period of 2003. On June 30, 2003, we incurred approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to our old credit facility. Excluding the effect of this write-off, interest expense decreased approximately $0.1 million, primarily due to lower interest rates during the 2003 period, offset partially by higher average debt levels during the period. Our average debt level for the nine months ended September 30, 2003 was approximately $60.7 million, as compared to approximately $44.3 million for the same period of 2002. Our weighted-average interest rate for the first nine months of 2003 and 2002 was 2.68% and 3.74%, respectively.

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% rate for the first nine months of 2003. An additional 1.4% of state income tax expense was recorded during the first nine months of 2003 to true-up state deferred tax liabilities as a result of filing the 2002 state income tax returns. 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. During the third quarter of 2002, we recorded an additional $215,000 of income tax expense for a valuation allowance that was recorded against our deferred tax assets due to the December 31, 2002 expiration of federal net operating loss carryforwards.

Upon adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“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 2003 and 2002 was $0.09 and $0.08, respectively. The increase in operating income during 2003 was offset by the write-off of unamortized deferred finance costs related to our old credit facility.

Our cash and cash equivalents balance at September 30, 2003 was approximately $1.5 million compared to approximately $4.0 million at September 30, 2002. Net cash provided by operating activities was approximately $9.3 million for the first nine months of 2003, compared to approximately $7.6 million for the same period of 2002. The change is due primarily to the increase in operating income during the first nine months of 2003 from the Brill Stations and Clear Channel Stations, and changes in the Company’s operating accounts.

Net cash used in investing activities during the first nine months of 2003 was approximately $66.9 million, compared to $5.3 million used in 2002. In 2003, we expended cash of approximately $62.9 million for the purchase of the Brill Stations and other acquisition related costs. Additionally, we paid an escrow deposit of approximately $0.4 million towards the purchase of two stations in Ft. Collins-Greeley, Colorado, and made capital expenditures of approximately $3.7 million. During the first nine months of 2002, net proceeds of approximately $1.8 million received from the sale of WGNA-AM in Albany, New York were offset by cash outflows for acquisitions and related costs of approximately $4.7 million and capital expenditures of approximately $2.4 million.

Cash flows provided by financing activities for the first nine months of 2003 were approximately $56.4 million. We had net borrowings of $63.5 million under our old credit facility (see Sources of funds below), primarily to fund the purchase of the Brill Stations in February 2003. Borrowings under the new credit facility of $75.0 million were used to pay off the outstanding balance of approximately $73.0 million under the old credit facility, and to pay approximately $2.0 million in debt issuance costs related to the new credit facility. Cash provided from operations was used to pay down approximately $6.0 million of borrowings under the old and new credit facilities during the first nine months of 2003. Cash was also expended to repurchase approximately $1.0 million of our common stock during the first nine months of 2003. During the first nine months of 2002, net cash used by financing activities was approximately $0.1 million. Proceeds received from our April 2002 common stock offering were used to pay down borrowings under our old credit facility. Additionally, $0.8 million was used to pay issuance costs related to our equity offering, and $1.0 million was used to repurchase shares of our common stock during the first nine months of 2002.

During the first nine months of 2003, our sources of cash totaled approximately $147.8 million and were derived primarily from a combination of borrowings under our new and old credit facilities and cash provided by operating activities.

On June 30, 2003, we entered into a new senior secured reducing credit agreement with a group of lenders to increase our borrowing capacity in anticipation of future acquisitions. The new credit facility provides for a maximum aggregate principal amount of $150.0 million, consisting of a senior secured revolving credit facility in the aggregate principal amount of $85.0 million and a senior secured term loan facility in the amount of $65.0 million. The new credit facility includes a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. We incurred approximately $2.0 million in financing costs related to the new credit facility, which are being amortized over the life of the facility using the effective interest method. The new credit facility is available for working capital and permitted acquisitions, including related acquisition costs. At September 30, 2003, we had borrowings under the new credit facility of $70.5 million, comprised of a $65.0 million term loan and $5.5 million of revolver borrowings, and available borrowings of $79.5 million, subject to the terms and conditions of the facility. The borrowings under the new credit facility were used to pay off outstanding indebtedness under the old credit facility and the financing costs related to the new credit facility. At June 30, 2003, we recorded approximately $1.0 million of interest expense to write-off unamortized deferred finance costs related to our old

credit facility. At December 31, 2002, we had borrowings of approximately $11.0 million under our old credit facility.

The term loan and revolver commitment reduce over seven years beginning in 2004, as follows (in thousands):

The letter of credit subfacility reduces over a four- and one-half-year period beginning in 2006. The new credit facility also provides for an additional $100.0 million incremental loan facility, subject to the terms of the facility, which matures not earlier than six months after the maturity date of the new credit facility, and is also subject to mandatory reductions. Borrowings that are outstanding under the incremental loan facility after the original maturity date of the new credit facility may have different or additional financial or other covenants, and may be priced differently than the original term and revolving loans. Our ability to borrow amounts under this incremental loan facility expires June 30, 2006.

Under the new credit facility, we are required to maintain a maximum leverage ratio, minimum interest coverage ratio, and minimum fixed charge coverage ratio, as well as to observe negative covenants customary for facilities of this type. Borrowings under the credit facility bear interest at a rate equal to, at our option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the new credit facility, which varies between 0.0% and 1.5% depending upon our consolidated leverage ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 1.5% and 3.0%, depending upon our consolidated leverage ratio. Borrowings under the new credit facility bore interest at an average rate of 3.24% at September 30, 2003, and borrowings under the old credit facility bore interest at an average rate of 2.67% at December 31, 2002. Our weighted-average interest rate for the nine months ended September 30, 2003 and 2002 was 2.68% and 3.74%, respectively. We are required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the new credit facility. The underwriting commitment varies between 0.375% and 0.625% depending upon the amount of the new credit facility utilized. Our indebtedness under the new credit facility is collateralized by liens on substantially all of our assets and by a pledge of our operating and license subsidiaries’ stock and is guaranteed by these subsidiaries.

Under the terms of the new credit facility, we were required to enter into by December 31, 2003, and maintain for a two-year period after becoming effective, an interest rate protection agreement, providing interest rate protection for a minimum of one-half of the aggregate outstanding borrowings under the combined term loans and incremental term loans. In August 2003, we entered into a LIBOR-based forward interest rate swap agreement, which will

effectively convert $32.5 million of our variable-rate debt under the new credit facility to a fixed rate. The swap agreement becomes effective on June 30, 2004 and expires two years from that date. Under this agreement, payments will be made based on a fixed rate, which we set in August 2003 based on the market for a financial instrument of this type at that date. We have classified the swap agreement as a cash-flow hedge, in which we are hedging the variability of cash flows related to our variable-rate debt. The unrealized loss related to the interest rate swap agreement was $0.5 million at September 30, 2003, net of $0.2 million of income taxes, based on information received from the counterparty to the agreement. This loss has been recorded as a component of accumulated other comprehensive loss. We determined that there was no ineffectiveness in the hedge agreement at either the date of inception or at September 30, 2003.

During the first nine months of 2003, we utilized our sources of cash primarily to: acquire radio stations and pay related acquisition costs and escrow deposits totaling approximately $63.3 million; repay borrowings under our old and new credit facilities and make capital lease payments of approximately $79.1 million; pay approximately $2.0 million in debt issuance costs related to our new credit facility; repurchase shares of our common stock for approximately $1.0 million; and fund capital expenditures of approximately $3.7 million.

On February 25, 2003, we completed the acquisition of 12 radio stations from Brill Media Company, LLC and its related entities. We began providing programming and other services to the stations under a time brokerage agreement on September 11, 2002. The stations we acquired and the markets they serve are as follows:

•

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

•

KTRR-FM, KUAD-FM and KKQZ-FM (formerly a construction permit prior to commencing broadcast operations on November 1, 2002) serving the Ft. Collins-Greeley, Colorado market, and

The adjusted purchase price of these assets was approximately $63.7 million including acquisition costs of approximately $1.9 million, which we paid in cash and funded through borrowings under our old credit facility.

We funded capital expenditures of approximately $3.7 million during the first nine months of 2003. These capital expenditures consisted primarily of facility and equipment upgrades and the consolidation of duplicate facilities in order to remain competitive and create cost savings over the long-term.

During the first nine months of 2003, we repurchased 201,500 shares of our common stock at an average price of $4.92 per share, for a total cost of approximately $1.0 million. These shares were repurchased pursuant to our Board-authorized stock buyback program.

On January 10, 2003, we entered into an agreement to purchase substantially all of the assets of KKPL-FM and KARS-FM, serving the Fort Collins-Greeley, Colorado market from AGM-Nevada, L.L.C. for $7.75 million. The purchase price is payable in a combination of $5.0 million in cash and $2.75 million 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 the average share price for that period is less than $7.50 per share, we may, at our sole discretion, reallocate the purchase price to increase the amount of cash consideration paid to up to 100% of the purchase price and correspondingly reduce the portion paid in Regent common stock. On February 1, 2003, we began providing programming and other services to KKPL-FM under a local programming and marketing agreement. We have placed $387,500 in escrow to secure our obligations under this agreement. Our FCC applications to complete this transaction were “flagged” for further competitive review by the FCC. However, in light of recent FCC and court rulings, the FCC has now abandoned its former practice of flagging applications. Accordingly, we have re-filed our applications, but cannot know when the FCC will act on these applications, or whether, and on what terms, this transaction may be completed.

On February 27, 2003, we entered into an agreement with Clear Channel to exchange our four stations (KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM) serving the Duluth, Minnesota market and $2.7 million in cash for Clear Channel’s five stations (WYNG-FM, WDKS-FM, WKRI-FM, WGBF-FM and WGBF-AM) serving the Evansville, Indiana market. On March 1, 2003, we began providing programming and other services to the Clear Channel Stations, and Clear Channel began providing the same such services to the Duluth stations under time brokerage agreements. Our FCC applications to complete this transaction were “flagged” for further competitive review by the FCC. However, in light of recent FCC and court rulings, the FCC has now abandoned its former practice of flagging applications. Accordingly, we have re-filed our applications, but cannot know when the FCC will act on these applications, or whether, and on what terms, this transaction may be completed.

On March 19, 2002 we filed a Registration Statement on Form S-3 covering a combined $250.0 million of common stock, convertible preferred stock, depository shares, debt securities, warrants, stock purchase contracts and stock purchase units (the “Shelf Registration Statement”). The Shelf Registration Statement also covers debt securities that could be issued by one of our subsidiaries, and guarantees of such debt securities by us. We used approximately $78.8 million of the amounts available under the Shelf Registration Statement for our April 2002 offering of common stock.

We believe the net cash provided by operating activities and available borrowings under our new credit facility will be sufficient to complete our pending acquisitions and capital expenditures. After giving effect to all pending transactions, we estimate that outstanding borrowings under our new credit facility will be approximately $80.6 million, with available borrowings of approximately $69.4 million, subject to the terms and conditions of the new credit facility.

under previous guidance could be classified as equity or mezzanine equity by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the balance sheet. SFAS 150 affects an entity’s classification of mandatorily redeemable instruments, financial instruments to repurchase an entity’s own equity instruments and financial instruments embodying obligations that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based entirely on a fixed monetary amount known at inception or something other than changes in its own equity instruments. We adopted SFAS 150 effective June 30, 2003, with no impact to our financial position, cash flows or results of operations. Under our currently effective shelf registration statement, we have the ability to offer for sale financial instruments with characteristics of both debt and equity. If we were to issue such instruments, we would apply the provisions of SFAS 150.

In April 2003, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). SFAS 149 amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” and clarifies: (1) under what circumstances a contract with an initial net investment meets the characteristic of a derivative; (2) when a derivative contains a financing component; (3) amends the definition of an “underlying” to conform it to language used in FASB Interpretation No. 45; and (4) amends certain other existing pronouncements to obtain more consistent reporting of contracts as either derivatives or hybrid instruments. This statement is effective for contracts entered into or modified after June 30, 2003. We have adopted the provisions of SFAS 149 and applied them to the hedge transaction we entered into in August 2003, where applicable.

In January 2003, the FASB issued Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). FIN 46 deals with the consolidation of business enterprises of variable interest entities. FIN 46 is effective immediately for all variable interest entities created after January 31, 2003 and for the first fiscal year or interim period ending after December 15, 2003 for variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. We have certain long-term contracts related to the programming and/or sale of advertising air time for radio stations that we do not own. We are currently evaluating the applicability of FIN 46 to these arrangements, and the possible impact to our future consolidated results of operation and consolidated balance sheet.

We are exposed to the impact of interest rate changes as borrowings under our credit facility bear interest at variable rates. It is our policy to enter into interest rate hedge transactions only to the extent considered necessary to meet our objectives. On August 26, 2003, we entered into a fixed-rate forward interest rate swap agreement on a notional amount of $32.5 million of our outstanding term loan balance under our new credit facility, representing approximately 46% of our long-term debt. The swap agreement becomes effective on June 30, 2004 and expires two years from that date. At September 30, 2003, the fair value of the forward swap agreement was a liability of approximately $710,000. Based on our exposure to variable rate borrowings at September 30, 2003, a one percent (1%) change in the weighted-average interest rate would change our annualized interest expense by approximately $705,000.

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 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.

The Company has 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 as of the end of the period covered by this report. 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.

There have been no significant changes in the Company’s internal controls over financial reporting for the quarter ended September 30, 2003, or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. Therefore, no corrective actions were taken.

We currently and from time to time are involved in litigation incidental to the conduct of our business. Please see our Form 10-K for the year ended December 31, 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 that is likely to have a material adverse effect on our business or financial condition.

The exhibits identified as Part II Exhibits on the following Exhibit Index, which is incorporated herein by this reference, are filed or incorporated by reference as exhibits to Part II of this Form 10-Q.

On August 8, 2003 we filed a Report on Form 8-K announcing financial results for the second quarter of 2003.

On July 1, 2003 we filed a Report on Form 8-K to announce the Company entering into a new $150.0 million credit facility.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

The following exhibits are filed, or incorporated by reference where indicated, as part of Part II of this report on Form 10-Q:


EXHIBIT
NUMBER		EXHIBIT DESCRIPTION

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 June 30, 2003 among Regent Broadcasting, Inc., Regent Communications, Inc., Fleet National Bank, as Administrative Agent, Fleet National Bank, as Issuing Lender, US Bank, National Association, as Syndication Agent, Wachovia Bank, National Association and Suntrust Bank, as co-Documentation Agents, and the several lenders party thereto (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed July 1, 2003 and incorporated herein by this reference)

4(b)*		Rights Agreement dated as of May 19, 2003 between Regent Communications, Inc. and Fifth Third Bank (previously filed as Exhibit 4.1 to the Registrant’s Form 8-K filed May 20, 2003 and incorporated herein by this reference)

31(a)		Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification

31(b)		Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification

32(a)		Chief Executive Officer Section 1350 Certification

32(b)		Chief Financial Officer Section 1350 Certification


Delaware		31-1492857

(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)


	2003			2002

Dividends	None			None
Volatility		60.2% - 60.5	%		53.5	%
Risk-free interest rate		2.42% - 3.18	%		4.68% - 4.70	%
Expected term	5 years			5 years


Barter accounts receivable		$	239
Fixed assets			6,972
FCC licenses			55,133
Goodwill			2,307
Barter accounts payable			(522	)
Other liabilities			(419	)

	Net purchase price	$	63,710


	Revolving		Term Loan
December 31,	Commitment		Commitment

2003	$	85,000	$	65,000
2004		85,000		64,188
2005		81,175		60,450
2006		72,888		54,275
2007		60,350		44,363
2008		42,288		31,200
2009		21,463		15,600
2010		—		—


	September 30, 2003				December 31, 2002

	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization

Non-compete agreements and other	$	762	$	391	$	762	$	292

	$	762	$	391	$	762	$	292


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


		PRO FORMA (UNAUDITED)
		(In thousands, except per share amounts)
		Nine months ended September 30,

		2003		2002

Net broadcast revenues		$	59,539	$	61,484
Income before cumulative effect of accounting change		$	4,401	$	5,317
Net income (loss)		$	4,401	$	(821	)
Basic and diluted income (loss) per common share:
	Income before cumulative effect of accounting change	$	0.09	$	0.12
	Net income (loss)	$	0.09	$	(0.02	)


	Goodwill

Balance as of December 31, 2002	$	24,200
Acquisition related goodwill		1,939

Balance as of September 30, 2003	$	26,139


		REGENT COMMUNICATIONS, INC.

Date: November 14, 2003		By: /s/ Terry S. Jacobs Terry S. Jacobs, Chairman of the Board and Chief Executive Officer



Date: November 14, 2003		By: /s/ Anthony A. Vasconcellos Anthony A. Vasconcellos, Chief Financial Officer and Senior Vice President (Chief Accounting Officer)