8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)            November 8, 2004                                                                                

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-15392	31-1492857
(Commission File Number)	(IRS Employer Identification No.)

100 East RiverCenter Boulevard, 9th Floor, Covington, Kentucky	41011
(Address of Principal Executive Offices)	(Zip Code)

(859) 292-0030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

     The Chief Executive Officer, President and Chief Financial Officer of Regent Communications, Inc. (“Regent”) are periodically requested by persons and entities interested in learning more about Regent to provide an overview of Regent’s history, strategies and performance. To better respond to those inquiries, Regent has prepared the materials attached hereto as Exhibit 99.1. Regent also intends to post these materials on its website and will be accessible at www.regentcomm.com under the heading “Investor Information” by clicking on the button designated as “Corporate Overview.”

     Regent believes that, to the extent any of the information contained in the attached materials may be material, such information is already publicly available in its SEC filings and/or through other widely disseminated information such as Regent’s press releases, web site and quarterly telephone conferences available to the public. Regent may share these materials, in whole or in part, from time to time with third parties, including without limitation investors, investment analysts and the media.

     Regent intends to update, revise or supplement these materials from time to time to incorporate information that has been publicly disclosed prior to such modifications and/or information that does not constitute material non-public information. All such updates, revisions and supplements will be accessible on Regent’s website as indicated above and no amendment to this Form 8-K nor any new Form 8-K will be required. However, in the event that Regent would modify these materials to include any material non-public information, then Regent either will amend this Form 8-K or file a new Form 8-K containing the modified materials.

     If Regent uses any non-GAAP financial measures (as defined by the SEC in Regulation G) in these materials, you will find the required reconciliation of such measures to the most directly comparable GAAP financial measure in Regent’s SEC filings. Regent will also post these reconciliations on its website, which can be accessed at www.regentcomm.com under the heading “Investor Information” by clicking on the button designated as “Reconciliation of Non-GAAP Financial Measures.”

     The materials attached hereto, and as may be subsequently modified and posted on Regent’s website, are as of the date listed and reflects the view of Regent’s management as of such date. Notwithstanding anything contained in the foregoing paragraphs, Regent undertakes no obligation to update, revise or supplement these materials in the future. To the extent that these materials contain certain forward-looking statements, such statements are subject to known and unknown risks and uncertainties that could cause actual results and developments to differ materially from those expressed or implied by such statements. Such risks and uncertainties include but are not limited to those risks included in Regent’s filings with the SEC.

     The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

EXHIBIT
NUMBER	DESCRIPTION
99.1	Corporate Overview

SIGNATURES

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

Date: November 8, 2004	REGENT COMMUNICATIONS, INC.
	By: /s/ ANTHONY A. VASCONCELLOS
	Anthony A. Vasconcellos, Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Safe Harbor This presentation includes certain forward-looking statements with respect to Regent Communications, Inc. for which we claim the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties and include statements preceded by, followed by or that include 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, such statements are influenced by our financial position, business strategy, budgets, projected costs, and plans and objectives of management for future operations. Actual results and developments may differ materially. Further information on other factors that could affect the financial results of Regent Communications, Inc. is included in Regent's filings with the Securities and Exchange Commission.

Terry Jacobs Chairman & CEO Corporate Overview

Why Invest in Regent? Pure play radio broadcaster focused on attractive middle and small-sized markets Experienced management team with a track record of building radio companies and rewarding investors Well-positioned to outperform radio industry Leading station clusters Portfolio in early stage of development Strong balance sheet Acquisition opportunities

Experienced Proven Management Team Terry Jacobs, Chairman & CEO Bill Stakelin, President & COO Tony Vasconcellos, Senior VP & CFO Experience 25 years in radio Founded 3 radio companies First pure play radio IPO - 1982 45+ years in radio CEO, RAB Founded Apollo Radio 1999 NAB Broadcaster of the Year 2003 RAB Kevin B. Sweeney Award 6 years in radio 7 years at a high growth retailer CPA, 4 years at Coopers & Lybrand Senior Management has negotiated the acquisition of 172 stations

Track Record of Rewarding Investors IRR of Initial Investment Jacor Founded by Terry in 1979 First radio IPO in 1982 Merged into Clear Channel in 1999 20% Regent I Founded by Terry in 1993 Sold to Jacor in 1997 47% Apollo Founded by Bill in 1988 Merged with Regent in 1995 56%

Station Portfolio 75 Stations in 15 Mid-Size and Small Markets* Chico, CA 4 FM Redding, CA 4 FM, 2 AM St. Cloud, MN 4 FM, 2 AM Grand Rapids, MI 4 FM, 1 AM Covington, KY Corporate HQ El Paso, TX 2 FM, 1 AM Flint, MI 4 FM, 2 AM Watertown, NY 2 FM, 2 AM Utica-Rome, NY 3 FM, 2 AM Albany, NY 4 FM, 1 AM * Pro Forma for all announced transactions Peoria, IL 5 FM, 1 AM Lafayette, LA 5 FM, 2 AM Industry Rankings 9th in # of Stations 20th in Net Revenues Evansville/Owensboro 6 FM, 2 AM Ft. Collins, CO 5 FM Bloomington, IL 4 FM, 1 AM

Station Portfolio #1 or #2 Revenue Ranked in Essentially All Markets Chico, CA #1 Redding, CA #1 St. Cloud, MN #1 Grand Rapids, MI #3 El Paso, TX #2 Flint, MI #2 Watertown, NY #1 Utica-Rome, NY #1 Albany, NY #3 Peoria, IL #2 Lafayette, LA #1 Ft. Collins, CO #1 * Source: Investing in Radio 2003 Market Report Owensboro/Evansville #2 Bloomington, IL #1

Consolidation Opportunities Arbitron Market Revenue Rank Source: BIA, September 2004 1-50 51-100 101-150 151-200 201+ East 0.98 0.76 0.3 0.28 0.092 % of Markets Where There are Two or More Public Radio Broadcasters Who each own three or more stations

Disciplined Acquisition Approach Potential to secure leadership position Excellent technical facilities $1MM BCF achievable per market $8MM market radio revenue Projected minimum 25% IRR

Brill Media Acquisition & Follow-on Transactions Eleven stations in three attractive mid-sized markets Combined transactions give us the #1 cluster in Fort Collins, Bloomington and Evansville/Owensboro Very attractive purchase price multiple for a "group" acquisition (11.7 times 2004 cash flow) Multiple includes 6 sticks that provide us with significant upside Transaction Date Cost (millions) 2004 Cash Flow (millions) Sticks Brill Acquisition, net of LMA cash flow 9/11/2002 $59.53 $5.4 1 - Construction Permit Colorado sticks 2/1/2003 Pending $7.75 ($0.2) 2 - (2/1/2003 and 1/1/2005) Colorado Tower Move Pending ($1.00) ---- ---- CCU Swap 3/1/2003 $2.70 $0.4 1 - Format Change Citadel Swap 2/1/2004 $6.00 $0.8 2 - Outlying stations (6/2003) Total $75.12 $6.4 Multiple 11.7

Tony Vasconcellos Senior Vice President & CFO Financial Overview

Well Positioned For Growth Balancing cost controls against investment in future growth Positioned to support much larger station group Infrastructure and financial systems in place Finance team with extensive radio M&A experience Brill acquisition integrated with virtually no increase ($100M) in cost Strong capital base $324MM equity capital raised to date Credit facility closed on June 30, 2003 $150MM facility (approx. $55MM to $65MM of incremental borrowing available) Current pro forma leverage of 3.7 X debt to EBITDA Currently re-negotiating facility to take advantage of favorable environment Upside in current portfolio

Historical Financial Performance 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr East 20.4 27.4 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 1999 - 2004 CAGR Revenue 28.6% SOI 38.9% EBITDA 49.3% 2004 based on mid-point of Q4 guidance.

2004 Growth - Public Mainstream Radio Companies

2004 Growth - Public Mainstream Radio Companies

2004 Growth - Public Mainstream Radio Companies 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr East 27.4 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 * Susquehanna will report on 11/15/04

Early Stages of Growth (as of 10/29/2004) Stage of Timeframe Number of Development (months) Stations Mature >36 46 Developing 18 - 36 24 Stick/Start-up 0 - 18 5 39% of portfolio has operational upside

2004 Outlook* First Three Quarter Results Same station revenue growth among the strongest of all public mainstream radio broadcasters Same station operating income the highest of all public mainstream radio broadcasters Fourth Quarter Guidance Visibility still limited, but demand and pricing are improving Local much stronger than national business Reported net revenues of $21.9 to $22.2 million Station operating income of $7.6 to $7.8 Same Station revenue up 3 - 5% *As Provided on Oct. 29, 2004

Why Invest in Regent? Management Team Experienced, talented and proven management team Track record of building and managing radio companies that reward investors Consistent industry out-performance Industry/Markets Excellent radio industry fundamentals and economy is improving Attractive mid-sized and small markets Company Position Within Industry Market leading station clusters Operational upside in developing properties Consolidator