10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2005

or

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

For the transition period from                      to                     

Commission file number 0-15392

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	31-1492857
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2000 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202

(Address of Principal Executive Offices)
(Zip Code)

(513) 651-1190

(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

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 — 41,844,370 shares outstanding as of November 3, 2005

REGENT COMMUNICATIONS, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2005

INDEX

			Page
			Number
PART I FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2005 (unaudited) and September 30, 2004 (unaudited)		3
		Condensed Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004		4
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 (unaudited) and September 30, 2004 (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			38
	Item 4. Controls and Procedures			38
PART II OTHER INFORMATION
	Item 1. Legal Proceedings			38
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
	Item 6. Exhibits			39

2

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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,
	2005			2004			2005			2004
Broadcast revenues, net of agency commissions	$	22,931		$	22,454		$	64,280		$	62,075
Station operating expenses		14,576			14,033			43,042			41,384
Depreciation and amortization		1,345			1,219			4,102			3,351
Corporate general and administrative expenses		2,792			1,842			6,514			5,632
Loss on sale of long-lived assets		28			12			44			36
Operating income		4,190			5,348			10,578			11,672
Interest expense		(1,271	)		(1,023	)		(3,473	)		(2,498	)
Other income (expense), net		9			(39	)		18			(129	)
Income from continuing operations before income taxes		2,928			4,286			7,123			9,045
Income tax expense		(1,525	)		(1,790	)		(3,094	)		(3,645	)
Income from continuing operations		1,403			2,496			4,029			5,400
Discontinued operations:
Loss from operations of discontinued operations, net of income tax					(27	)		(16	)		(245	)
Gain on sale of discontinued operations, net of income tax		—			5,591			—			5,559
Income (loss) on discontinued operations		—			5,564			(16	)		5,314
Net income	$	1,403		$	8,060		$	4,013		$	10,714
Basic and diluted income per common share:
Income from continuing operations	$	0.03		$	0.06		$	0.09		$	0.12
Income (loss) from discontinued operations		0.00			0.12			0.00			0.11
Net income	$	0.03		$	0.18		$	0.09		$	0.23
Weighted average number of common shares:
Basic		41,870			45,130			43,733			46,006
Diluted		42,080			45,405			43,940			46,450

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

3

REGENT COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	September 30,			December 31,
	2005			2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	975		$	1,246
Accounts receivable, net of allowance of $953 and $844 at September 30, 2005 and December 31, 2004, respectively		14,460			13,618
Assets held for sale		—			465
Other current assets		1,669			889
Total current assets		17,104			16,218
Property and equipment, net		36,790			36,944
Intangible assets, net		308,554			309,116
Goodwill		34,451			32,990
Other assets		1,600			2,093
Total assets	$	398,499		$	397,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	5,200		$	4,068
Accounts payable		1,727			1,772
Accrued compensation		1,520			2,075
Other current liabilities		4,544			3,710
Total current liabilities		12,991			11,625
Long-term debt, less current portion		83,050			72,450
Other long-term liabilities		459			965
Deferred taxes		28,327			23,495
Total liabilities		124,827			108,535
Commitments and contingencies
Stockholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 48,085,992 and 48,083,492 shares issued at September 30, 2005 and December 31, 2004, respectively		481			481
Treasury stock, 6,284,028 and 2,958,466 shares, at cost at September 30, 2005 and December 31, 2004, respectively		(35,828	)		(15,994	)
Additional paid-in capital		348,419			347,990
Accumulated other comprehensive income (loss), net of tax		94			(144	)
Accumulated deficit		(39,494	)		(43,507	)
Total stockholders’ equity		273,672			288,826
Total liabilities and stockholders’ equity	$	398,499		$	397,361

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

4

REGENT COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Nine Months Ended
	September 30,
	2005			2004
Cash flows from operating activities:
Net income	$	4,013		$	10,714
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,102			3,643
Deferred income tax expense		3,005			6,964
Gain on sale of radio stations		—			(9,311	)
Non-cash compensation expense		1,008			599
Other, net		689			557
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(1,193	)		(1,205	)
Other assets		(218	)		(180	)
Current and long-term liabilities		630			689
Net cash provided by operating activities		12,036			12,470
Cash flows from investing activities:
Acquisition of radio stations and related acquisition costs, net of cash acquired		(509	)		(6,635	)
Capital expenditures		(3,205	)		(2,844	)
Other		452			30
Net cash used in investing activities		(3,262	)		(9,449	)
Cash flows from financing activities:
Principal payments on long-term debt		(9,768	)		(7,045	)
Long-term debt borrowings		21,500			13,000
Purchase of treasury shares		(20,654	)		(8,996	)
Other		(123	)		(127	)
Net cash used in financing activities		(9,045	)		(3,168	)
Net decrease in cash and cash equivalents		(271	)		(147	)
Cash and cash equivalents at beginning of period		1,246			1,673
Cash and cash equivalents at end of period	$	975		$	1,526
Supplemental schedule of non-cash financing and investing activities:
Value of Erie and Lancaster stations exchanged for Bloomington stations	$	—		$	37,143
Value of Duluth stations exchanged for Evansville stations	$	—		$	5,300
Capital lease obligations incurred	$	64		$	145

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

5

REGENT COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT POLICIES

Preparation of Interim Financial Information

     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, 2004 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, 2004.

Broadcast Revenue

     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 $2.5 million and $2.4 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $6.9 million and $6.4 million for the nine months ended September 30, 2005 and 2004, respectively.

Barter Transactions

     Barter transactions (advertising provided in exchange for goods and services) are reported at the estimated fair value of the products or services received. Revenue from barter transactions is recognized when advertisements are broadcast, and merchandise or services received are charged to expense when received or used. If merchandise or services are received prior to the broadcast of the advertising, a liability (deferred barter revenue) is recorded. If advertising is broadcast before the receipt of the goods or services, a receivable is recorded. Barter revenue and expense for the three- and nine-month periods ended September 30, 2005 and 2004 were as follows (in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2005		2004		2005		2004
Barter revenue	$	1,022	$	1,051	$	2,627	$	2,852
Barter expense	$	880	$	934	$	2,450	$	2,557

6

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

Comprehensive Income

     The following table shows the components of comprehensive income for the three and nine months ended September 30, 2005 and 2004 (in thousands):

	Three months		Three months			Nine months		Nine months
	ended		ended			ended		ended
	September 30,		September 30,			September 30,		September 30,
	2005		2004			2005		2004
Net income	$	1,403	$	8,060		$	4,013	$	10,714
Gain (loss) on hedge agreement, net of income taxes		68		(62	)		238		(131	)
Comprehensive income	$	1,471	$	7,998		$	4,251	$	10,583

Stock-based Compensation Plans

     The Company accounts for its 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. No expense was recorded related to the Company’s stock-based compensation plans for the three months ended September 30, 2004. During the first quarter of 2004, the Company accelerated the vesting of stock options granted to employees terminated due to the then-pending disposition of certain radio stations. This change in vesting created a new measurement date. Accordingly, the Company recorded expense of approximately two thousand dollars for the difference between the price of the common stock underlying the options at the new measurement date and the exercise price of the options. On August 31, 2005, the Company’s board of directors granted immediate vesting and an extension of the life for all unexercised stock options held by the Company’s Chief Executive Officer, Terry S. Jacobs, in anticipation of his retirement on September 1, 2005. Under this extension, each option will remain available for exercise through its contractual life. The Company recorded pre-tax non-cash compensation expense of approximately $508,000 related to the extension of life for those options.

     The following table illustrates the effect on net income and income per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to stock-based employee compensation (in thousands, except per share information):

7

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2005			2004			2005			2004
Net income, as reported	$	1,403		$	8,060		$	4,013		$	10,714
Add: Stock-based employee compensation included in reported net income, net of related tax effects		335			-			335			1
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,040	)		(381	)		(1,868	)		(1,103	)
Pro forma net income	$	698		$	7,679		$	2,480		$	9,612
Earnings per share:
Basic — as reported	$	0.03		$	0.18		$	0.09		$	0.23
Basic — pro forma	$	0.02		$	0.17		$	0.06		$	0.21
Diluted — as reported	$	0.03		$	0.18		$	0.09		$	0.23
Diluted — pro forma	$	0.02		$	0.17		$	0.06		$	0.21

For the three and nine months ended September 30, 2005, stock-based compensation in the above table includes approximately $600,000 of proforma expense related to the vesting acceleration for stock options held by Mr. Jacobs.

The fair value of each option grant and each share of common stock issued under the Company’s Employee Stock Purchase Plan is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions as of September 30, 2005 and 2004:

	2005			2004
Dividends	None			None
Volatility		52.3% — 65.7	%		58.9% — 61.1	%
Risk-free interest rate		3.72% — 4.18	%		2.80% — 3.93	%
Expected term	5 years			5 years

Discontinued Operations

     In 2004, the Company disposed of its Duluth, Minnesota, and Erie and Lancaster-Reading, Pennsylvania markets. Regent applied the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” (“SFAS 144”), which requires that in a period in which a component of an entity has

8

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

been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The Company’s policy is to allocate a portion of interest expense to discontinued operations, based upon guidance in EITF 87-24, “Allocation of Interest to Discontinued Operations,” as updated by SFAS 144. As there was no debt required to be repaid as a result of these disposals, nor was there any debt assumed by the buyers, interest expense was allocated to discontinued operations in proportion to the net assets disposed of to total net assets of the Company. Selected financial information related to discontinued operations for the three- and nine-month periods ended September 30, 2005 and 2004 is as follows (in thousands):

	Three months ended					Nine months ended
	September 30,					September 30,
	2005		2004			2005			2004
Net revenue	$	—	$	—		$	—		$	432
Depreciation and amortization expense		—		33			—			292
Allocated interest expense		—		13			—			111
Loss before income taxes		—		(45	)		(27	)		(410	)

Income Taxes

     Regent recorded income taxes at an effective rate of 52.1% for the third quarter of 2005. The rate increase is primarily due to income tax return true-ups during the third quarter due to the filing of the Company’s 2004 income tax returns. For the nine months ended September 30, 2005, the effective rate was approximately 43.4%. During the first nine months of 2005, the Company reversed $144,000 of long-term liability, with a corresponding decrease in income tax expense. The reversal of the liability was due primarily to a legislative change in the Commonwealth of Kentucky during the first quarter of 2005 that made the liability unnecessary.

2. CHANGE IN MANAGEMENT

     On September 1, 2005, Terry S. Jacobs, the Company’s Chairman of the Board and Chief Executive Officer, retired from the Company. Mr. Jacobs remains on the Company’s Board of Directors in the position of Vice Chairman. The Company recorded approximately $1.2 million in cash and non-cash expense during the third quarter related to Mr. Jacobs’ board-authorized retirement package. Approximately $169,000 of the cash portion of Mr. Jacobs’ retirement package was paid during the third quarter of 2005, with the remaining $504,000 of cash to be paid in bi-weekly installments through December 31, 2006.

9

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

3. COMPLETED DISPOSITION

     On July 6, 2005, Regent completed the sale of substantially all of the fixed and intangible assets of WRUN-AM in Utica, New York to WAMC, a not-for-profit public radio entity, for $275,000. The Company treated the disposal of WRUN-AM as the disposal of long-lived assets, rather than a business or a component of a business, due to the fact that the station had no independent revenue stream from its operations. The Company recorded a loss of approximately $50,000 related to the sale of WRUN-AM.

4. LONG-TERM DEBT

     Long-term debt consisted of the following as of September 30, 2005 and December 31, 2004 (in thousands):

	September 30,			December 31,
	2005			2004
Senior reducing term loan	$	61,750		$	64,188
Senior reducing revolving credit facility		26,500			12,000
Subordinated promissory note		—			330
		88,250			76,518
Less: current portion of long-term debt		(5,200	)		(4,068	)
	$	83,050		$	72,450

     Borrowings under the credit facility bore interest at an average rate of 4.86% at September 30, 2005 and 4.28% at December 31, 2004.

     Effective July 26, 2005, the Company and its lenders entered into an amendment to the Company’s credit facility. The material terms of the amendment are: a reduction of the applicable margin on base rate and eurodollar loans under the credit facility, which at the current level of indebtedness reduces the Company’s interest rate by 50 basis points; to revise the definition of permitted acquisition condition (a) to eliminate two leverage ratio tests relating to aggregate acquisitions by Regent in excess of $75 million and in excess of $125 million, which ratios operated to require the prior consent of the lenders for Regent acquisitions in excess of those thresholds, and (b) to eliminate the requirement for prior consent of the lenders for any single acquisition in excess of $50 million; to reset the maximum leverage ratio to 6.25:1.00 which increased the Company’s borrowing capacity under the credit facility, subject to the terms and conditions of the facility, and; to permit Regent to use cash in the amount of up to $50 million to repurchase shares of its common stock for the period commencing July 26, 2005 through the maturity date of the credit facility. Regent incurred approximately $41,000 in financing costs related to the amendment, a portion of which were deferred and are being amortized to interest expense over the remaining life of the credit facility using the effective interest method.

5. SUPPLEMENTAL GUARANTOR INFORMATION

     The Company conducts the majority of its business through its subsidiaries (“Subsidiary Guarantors”). The Subsidiary Guarantors are wholly-owned by Regent Broadcasting, Inc.

10

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

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

     Set forth below are condensed consolidating financial statements for RCI, RBI and the Subsidiary Guarantors, including the Condensed Consolidating Statements of Operations for the three-month and nine-month periods ended September 30, 2005 and 2004, the Condensed Consolidating Balance Sheets as of September 30, 2005 and December 31, 2004, and the Condensed Consolidating Statements of Cash Flows for the nine-month periods ended September 30, 2005 and 2004. 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, 2005
							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total
Broadcast revenues, net of agency commissions	$	—		$	—		$	22,931		$	—		$	22,931
Station operating expenses		—			—			14,576			—			14,576
Depreciation and amortization		24			—			1,321			—			1,345
Corporate general and administrative expenses		2,764			28			—			—			2,792
Loss on sale of long-lived assets		—			—			28			—			28
Equity (loss) in earnings of subsidiaries		909			3,348			—			(4,257	)		—
Operating (loss) income		(1,879	)		3,320			7,006			(4,257	)		4,190
Interest expense		—			(1,271	)		—			—			(1,271	)
Other income (expense), net		12			(3	)		—			—			9
(Loss) income from operations before income taxes		(1,867	)		2,046			7,006			(4,257	)		2,928
Income tax benefit (expense)		882			(1,137	)		(3,658	)		2,388			(1,525	)
Net (loss) income	$	(985	)	$	909		$	3,348		$	(1,869	)	$	1,403

11

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

	Condensed Consolidating Statements of Operations
	(in thousands)
	Three Months Ended September 30, 2004
							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total
Broadcast revenues, net of agency commissions	$	—		$	—		$	22,454		$	—		$	22,454
Station operating expenses		—			—			14,033			—			14,033
Depreciation and amortization		22			—			1,197			—			1,219
Corporate general and administrative expenses		1,824			18			—			—			1,842
Loss on sale of long-lived assets		—			—			12			—			12
Equity (loss) in earnings of subsidiaries		1,788			4,139			—			(5,927	)		—
Operating (loss) income		(58	)		4,121			7,212			(5,927	)		5,348
Interest expense		(13	)		(1,010	)		—			—			(1,023	)
Other income (expense), net		2			(9	)		(32	)		—			(39	)
(Loss) income from continuing operations before income taxes		(69	)		3,102			7,180			(5,927	)		4,286
Income tax benefit (expense)		42			(1,308	)		(3,025	)		2,501			(1,790	)
(Loss) income from continuing operations		(27	)		1,794			4,155			(3,426	)		2,496
Income (loss) from discontinued operations, net of income taxes		5,586			(6	)		(16	)		—			5,564
Net income (loss)	$	5,559		$	1,788		$	4,139		$	(3,426	)	$	8,060

12

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

	Condensed Consolidating Statements of Operations
	(in thousands)
	Nine Months Ended September 30, 2005
							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total
Broadcast revenues, net of agency commissions	$	—		$	—		$	64,280		$	—		$	64,280
Station operating expenses		—			—			43,042			—			43,042
Depreciation and amortization		71			—			4,031			—			4,102
Corporate general and administrative expenses		6,449			65			—			—			6,514
Loss on sale of long-lived assets		—			—			44			—			44
Equity (loss) in earnings of subsidiaries		3,484			9,696			—			(13,180	)		—
Operating (loss) income		(3,036	)		9,631			17,163			(13,180	)		10,578
Interest expense		(8	)		(3,465	)		—			—			(3,473	)
Other income (expense), net		15			(6	)		9			—			18
(Loss) income from continuing operations before income taxes		(3,029	)		6,160			17,172			(13,180	)		7,123
Income tax benefit (expense)		1,316			(2,676	)		(7,460	)		5,726			(3,094	)
(Loss) income from continuing operations		(1,713	)		3,484			9,712			(7,454	)		4,029
Loss on discontinued operations, net of income taxes		—			—			(16	)		—			(16	)
Net (loss) income	$	(1,713	)	$	3,484		$	9,696		$	(7,454	)	$	4,013

13

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

	Condensed Consolidating Statements of Operations
	(in thousands)
	Nine Months Ended September 30, 2004
							Subsidiary
	RCI			RBI			Guarantors			Eliminations			Total
Broadcast revenues, net of agency commissions	$	—		$	—		$	62,075		$	—		$	62,075
Station operating expenses		—			—			41,384			—			41,384
Depreciation and amortization		61			—			3,290			—			3,351
Corporate general and administrative expenses		5,576			56			—			—			5,632
Loss on sale of long-lived assets		—			—			36			—			36
Equity (loss) in earnings of subsidiaries		4,452			10,114			—			(14,566	)		—
Operating (loss) income		(1,185	)		10,058			17,365			(14,566	)		11,672
Interest expense		(22	)		(2,476	)		—			—			(2,498	)
Other income (expense), net		8			(14	)		(123	)		—			(129	)
(Loss) income from continuing operations before income taxes		(1,199	)		7,568			17,242			(14,566	)		9,045
Income tax benefit (expense)		483			(3,050	)		(6,949	)		5,871			(3,645	)
(Loss) income from continuing operations		(716	)		4,518			10,293			(8,695	)		5,400
Income (loss) on discontinued operations, net of income taxes		5,559			(66	)		(179	)		—			5,314
Net income (loss)	$	4,843		$	4,452		$	10,114		$	(8,695	)	$	10,714

14

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

	Condensed Consolidating Balance Sheets
	(in thousands)
	September 30, 2005
					Subsidiary
	RCI		RBI		Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	975	$	—	$	—		$	975
Accounts receivable, net		14		—		14,446		—			14,460
Other current assets		928		149		592		—			1,669
Total current assets		942		1,124		15,038		—			17,104
Intercompany receivable		—		—		84,039		(84,039	)		—
Investment in subsidiaries		258,968		428,868		—		(687,836	)		—
Property and equipment, net		371		—		36,419		—			36,790
Intangible assets, net		—		—		308,554		—			308,554
Goodwill		1,599		—		32,852		—			34,451
Other assets		13,944		1,265		41		(13,650	)		1,600
Total assets	$	275,824	$	431,257	$	476,943	$	(785,525	)	$	398,499
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	5,200	$	—	$	—		$	5,200
Accounts payable and accrued expenses		2,137		—		5,654		—			7,791
Intercompany payable		—		84,039		—		(84,039	)		—
Total current liabilities		2,137		89,239		5,654		(84,039	)		12,991
Long-term debt, less current portion		—		83,050		—		—			83,050
Deferred taxes and other long-term liabilities		15		—		42,421		(13,650	)		28,786
Total liabilities		2,152		172,289		48,075		(97,689	)		124,827
Stockholders’ equity		273,672		258,968		428,868		(687,836	)		273,672
Total liabilities and stockholders’ equity	$	275,824	$	431,257	$	476,943	$	(785,525	)	$	398,499

15

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

	Condensed Consolidating Balance Sheets
	(in thousands)
	December 31, 2004
					Subsidiary
	RCI		RBI		Guarantors		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	1,246	$	—	$	—		$	1,246
Accounts receivable, net		14		—		13,604		—			13,618
Other current assets		382		—		972		—			1,354
Total current assets		396		1,246		14,576		—			16,218
Intercompany receivable		—		—		69,938		(69,938	)		—
Investment in subsidiaries		275,290		419,172		—		(694,462	)		—
Property and equipment, net		388		—		36,556		—			36,944
Intangible assets, net		—		—		309,116		—			309,116
Goodwill		1,599		—		31,391		—			32,990
Other assets		14,377		1,528		44		(13,856	)		2,093
Total assets	$	292,050	$	421,946	$	461,621	$	(778,256	)	$	397,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	330	$	3,738	$	—	$	—		$	4,068
Accounts payable and accrued expenses		2,403		521		4,633		—			7,557
Intercompany payable		—		69,938		—		(69,938	)		—
Total current liabilities		2,733		74,197		4,633		(69,938	)		11,625
Long-term debt, less current portion		—		72,450		—		—			72,450
Deferred taxes and other long-term liabilities		491		9		37,816		(13,856	)		24,460
Total liabilities		3,224		146,656		42,449		(83,794	)		108,535
Stockholders’ equity		288,826		275,290		419,172		(694,462	)		288,826
Total liabilities and stockholders’ equity	$	292,050	$	421,946	$	461,621	$	(778,256	)	$	397,361

16

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

	Condensed Consolidating Statements of Cash Flows
	(in thousands)
	Nine Months Ended September 30, 2005
							Subsidiary
	RCI			RBI			Guarantors			Eliminations		Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(7,068	)	$	(3,900	)	$	23,004		$	—	$	12,036
Cash flows from investing activities:
Acquisition of radio stations and related acquisition costs, net of cash acquired		—			(509	)		—			—		(509	)
Capital expenditures		(54	)		(3,151	)		—			—		(3,205	)
Other		—			—			452			—		452
Net cash (used in) provided by investing activities		(54	)		(3,660	)		452			—		(3,262	)
Cash flows from financing activities:
Principal payments on long- Term debt		(330	)		(9,438	)		—			—		(9,768	)
Long-term debt borrowings		—			21,500			—			—		21,500
Purchase of treasury shares		(20,654	)		—			—			—		(20,654	)
Other		13			(39	)		(97	)		—		(123	)
Net transfers from (to) subsidiaries		28,093			(4,734	)		(23,359	)		—		—
Net cash provided by (used in) financing activities		7,122			7,289			(23,456	)		—		(9,045	)
Net decrease in cash and cash equivalents		—			(271	)		—			—		(271	)
Cash and cash equivalents at beginning of period		—			1,246			—			—		1,246
Cash and cash equivalents at end of period	$	—		$	975		$	—		$	—	$	975

17

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

	Condensed Consolidating Statements of Cash Flows
	(in thousands)
	Nine Months Ended September 30, 2004
							Subsidiary
	RCI			RBI			Guarantors			Eliminations		Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(7,746	)	$	(2,689	)	$	22,905		$	—	$	12,470
Cash flows from investing activities:
Acquisition of radio stations and related acquisition costs, net of cash acquired		—			(6,635	)		—			—		(6,635	)
Capital expenditures		(146	)		(2,698	)		—			—		(2,844	)
Other		—			—			30			—		30
Net cash (used in) provided by investing activities		(146	)		(9,333	)		30			—		(9,449	)
Cash flows from financing activities:
Principal payments on long- term debt		(45	)		(7,000	)		—			—		(7,045	)
Long-term debt borrowings		—			13,000			—			—		13,000
Purchase of treasury shares		(8,996	)		—			—			—		(8,996	)
Other		—			—			(127	)		—		(127	)
Net transfers from (to) subsidiaries		16,933			5,875			(22,808	)		—		—
Net cash provided by (used in) financing activities		7,892			11,875			(22,935	)		—		(3,168	)
Decrease in cash and cash equivalents		—			(147	)		—			—		(147	)
Cash and cash equivalents at beginning of period		—			1,673			—			—		1,673
Cash and cash equivalents at end of period	$	—		$	1,526		$	—		$	—	$	1,526

6. CAPITAL STOCK

     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, 2005 or December 31, 2004. 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.

18

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

     On February 2, 2005, Regent issued 37,517 shares of common stock from treasury shares to four executive officers at an issue price of $5.185 per share as payment of a portion of 2004 bonuses awarded under the Senior Management Bonus Plan. On February 2, 2004, 13,580 shares of Regent common stock were issued from treasury shares to four executive officers at an issue price of $7.00 per share as payment of a portion of 2003 bonuses awarded under the Senior Management Bonus Plan.

     During the first nine months of 2005 and 2004, Regent reissued 84,364 shares and 78,056 shares, respectively, of treasury stock, 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.

     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. From inception of the program and through July 2004, the Company expended approximately $16.7 million, the entire amount authorized by the Board under the program as of that date. The amount expended includes repurchases of 1,540,020 shares of Regent common stock at an aggregate purchase price of approximately $9.0 million through the first seven months of 2004. At their subsequent July 2004 meeting, the Board authorized the repurchase of an additional $20.0 million under the stock buyback program. No additional purchases of stock were made during the third quarter of 2004 and the entire $20.0 million of authorized funds were available for repurchase at September 30, 2004. During the second quarter of 2005, the Company repurchased 3,347,443 shares of its common stock for an aggregate purchase price of approximately $20.0 million, thereby exhausting the amount authorized for repurchases by the Board at their July 2004 meeting. At its July 27, 2005 meeting, the Company’s Board of Directors again increased the amount available for repurchases under the Company’s stock buyback program by an additional $20.0 million. In July 2005, the Company’s credit facility was amended to allow repurchases of the Company’s common stock of up to $50.0 million. During the third quarter of 2005, the Company repurchased 18,232 shares of Regent stock for an aggregate purchase price of approximately $92,000. Additionally, on September 1, 2005, the Company repurchased 100,000 shares of Regent common stock from Terry S. Jacobs, its former Chief Executive Officer, at a price of $5.62 per share, pursuant to the terms of Mr. Jacobs’ retirement package authorized by the Company’s Board of Directors. The purchase price was based upon the average of the high and low price for a share of Regent common stock on September 1, 2005.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

     Regent’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). The Company follows the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”), which 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. The Company performs its annual review of goodwill and indefinite-lived intangible assets for impairment during the fourth quarter, or at an earlier date if conditions exist that would indicate the possibility of an impairment issue.

Definite-lived Intangible Assets

19

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

     The Company has definite-lived intangible assets that continue to be amortized in accordance with SFAS 142, consisting primarily of non-compete agreements, pre-sold advertising contracts and employment and sports rights agreements. Pre-sold advertising contracts are amortized over a six-month period, starting at the earlier of the purchase date or the commencement of a time brokerage agreement. Non-compete, employment and sports rights agreements are amortized over the life of the agreement. The following table presents the gross carrying amount and accumulated amortization for the Company’s definite-lived intangibles at September 30, 2005 and December 31, 2004 (in thousands):

	September 30, 2005				December 31, 2004
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-compete agreements	$	1,426	$	1,066	$	1,426	$	685
Pre-sold advertising contracts		969		969		969		969
Sports right and employment agreements		944		350		944		167
Total	$	3,339	$	2,385	$	3,339	$	1,821

     The aggregate amortization expense related to the Company’s definite-lived intangible assets for the nine months ended September 30, 2005 and 2004 was approximately $564,000 and $185,000, respectively. For the three months ended September 30, 2005 and 2004, aggregate amortization expense related to the Company’s definite-lived intangible assets was approximately $185,000 and $127,000, respectively. For the three and nine months ended September 30, 2004, approximately $2,000 and $12,000, respectively, of amortization expense previously recorded and related to the operations of markets that were sold was reclassified to discontinued operations under the provisions of SFAS 144. The estimated annual amortization expense for the years ending December 31, 2005, 2006, 2007, 2008 and 2009 is approximately $747,000, $418,000, $146,000, $146,000 and $61,000, respectively.

Indefinite-lived Intangible Assets

     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 tests 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, 2005 and December 31, 2004 (in thousands):

20

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

	September 30,		December 31,
	2005		2004
FCC licenses	$	307,600	$	307,598

Goodwill

     The following table presents the changes in the carrying amount of goodwill for the nine-month period ended September 30, 2005 (in thousands):

	Goodwill
Balance as of December 31, 2004	$	32,990
Acquisition-related goodwill		1,461
Balance as of September 30, 2005	$	34,451

     During the first quarter of 2005, the Company recorded approximately $1.2 million of goodwill related to deferred tax liabilities recorded for the difference between the fair market value and tax basis of the assets and liabilities of Livingston County Broadcasters, which the Company purchased in 2004.

8. EARNINGS PER SHARE

     Statement of Financial Accounting Standards No. 128, “Earnings per Share,” (“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. Common stock options that were excluded from the calculation due to having an exercise price greater than the Company’s average stock price for the period were 2,226,923 for the three and nine months ended September 30, 2005, and 2,351,623 and 1,783,873 for the three and nine months ended September 30, 2004, respectively.

21

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

	Three Months		Three Months		Nine Months			Nine Months
	Ended		Ended		Ended			Ended
	September 30,		September 30,		September 30,			September 30,
	2005		2004		2005			2004
	(in thousands, except per share amounts)
Income from continuing operations	$	1,403	$	2,496	$	4,029		$	5,400
Income (loss) on discontinued operations, net of taxes		—		5,564		(16	)		5,314
Net income	$	1,403	$	8,060	$	4,013		$	10,714
Basic and diluted net income per common share:
Income from continuing operations	$	0.03	$	0.06	$	0.09		$	0.12
Income (loss) from discontinued operations		0.00		0.12		0.00			0.11
Net income	$	0.03	$	0.18	$	0.09		$	0.23
Weighted average basic common shares		41,870		45,130		43,733			46,006
Dilutive effect of stock options and warrants		210		275		207			444
Weighted average diluted common shares		42,080		45,405		43,940			46,450
Stock options and warrants to purchase shares of common stock assumed exercised and included in the calculation of diluted net income per share:
Stock options		2,104		1,628		2,104			2,195
Warrants		790		790		790			790

9. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123R, as revised, “Share-Based Payment” (“SFAS 123R”). SFAS 123R replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). SFAS 123R is applicable to share-based compensation arrangements including stock options, restricted share plans, performance-based awards, stock appreciation rights, and employee stock purchase plans. Formerly, under the provisions of SFAS

22

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

123, companies were permitted to follow the recognition and measurement principles of APB 25 and provide additional footnote disclosures of what net income or loss would have been had the Company followed the fair-value-based provisions contained in SFAS 123. SFAS 123R requires companies to recognize in their financial statements the compensation expense relating to share-based payment transactions for stock options that have future vesting provisions or as newly granted beginning on the grant date of such options. The Company will be required to implement SFAS 123R in the first quarter of 2006. Assuming there was no change in the variables used to calculate the fair market value of share-based compensation, if the Company had followed the provisions of SFAS 123R for the three-month and nine-month periods ended September 30, 2005 and 2004, net income (loss) and basic and diluted income (loss) per common share would have approximated the proforma amounts disclosed in Footnote 1, Stock-Based Compensation Plans, for those periods. Regent is currently evaluating all of the provisions of SFAS 123R and its expected effect on the Company, including, among other items, reviewing compensation strategies related to stock-based awards, selecting an option pricing model, and determining a transition method.

     In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations — an interpretation of FASB Statement No. 143” (“FIN 47”). FIN 47 clarifies certain terminology in FASB Statement No. 143 and the circumstances under which an entity would have sufficient information to reasonably estimate the fair value of asset retirement obligations. The Company is required to implement the provisions in FIN 47 no later than December 31, 2005. Regent is currently evaluating the impact that FIN 47 will have on its operations and cash flows, if any.

     In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3,” (“SFAS 154”). SFAS 154 replaces APB Opinion No. 20, “Accounting Changes” and Statement of Financial Accounting Standards No. 3, “Reporting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 is applicable for all voluntary changes in accounting principle, as well as changes required by accounting pronouncements that do not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Under the former standards, most voluntary changes in accounting principle were recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. The Company is required to implement the provisions of SFAS 154 effective January 2006. For any voluntary changes Regent would make to its accounting principles after that date, the provisions of SFAS 154 would be applied.

     In June 2005, the Emerging Issues Task Force (“EITF”) issued EITF 05-6, “Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination (“EITF 05-6”). EITF 05-6 addresses assessing the amortization period for leasehold improvements acquired in a business combination and leasehold improvements placed in service significantly after and not contemplated at the beginning of a lease term. The Company has applied the provisions of EITF 05-6 to all leasehold improvements acquired since the June 2005 ratification of EITF 05-6 with no material impact on the Company’s financial position, cash flows, or results of operations.

23

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

GENERAL

     This Form 10-Q includes certain forward-looking statements with respect to our company and its business that involve risks and uncertainties. These statements are influenced by our financial position, business strategy, budgets, projected costs, and the plans and objectives of management for future operations. We 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 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 made in this Form 10-Q include changes in general economic, business and market conditions, as well as changes in such conditions that may affect the radio broadcast industry or the markets in which we operate, including, in particular: increased competition for attractive properties and advertising dollars; increased competition from emerging technologies; fluctuations in the cost of operating radio properties; our ability to effectively integrate our acquisitions; changes in the regulatory climate affecting radio broadcast companies; and cancellations, disruptions or postponements of advertising schedules in response to national or world events. Further information on other factors that could affect the financial results of Regent Communications, Inc. is included in Regent’s other filings with the Securities and Exchange Commission (SEC). These documents are available free of charge at the SEC’s website at http://www.sec.gov and from Regent Communications, Inc. The 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.

     Regent was formed in November 1996 to acquire, own and operate clusters of radio stations in mid-sized and small markets. We are currently the ninth largest radio company in terms of number of radio stations and twentieth largest radio company in terms of revenue. Our primary objective is to increase Regent’s value to our stockholders by growing the number of radio stations and markets in which we operate and by improving the financial performance of the stations we own and operate in those markets. We measure our progress by evaluating our ability to continue to increase the number of stations we own and to improve the post-acquisition performance of the radio stations we acquire. At times we may seek to enhance our portfolio by selling or exchanging existing stations for stations in markets where there is more opportunity for growth.

     Our financial results are seasonal. As is typical in the radio broadcasting industry, we expect our first calendar quarter to produce the lowest revenues for the year, with the revenues generated for the last nine months of the year incurred ratably over the final three quarters. Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that do not necessarily produce commensurate revenues until the impact of the

24

advertising and promotion is realized in future periods. Additionally, we may invest in market research projects depending on the competitive environment which may also affect comparability of our operating results between periods.

     Our stations compete for advertising revenue with other stations and with other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons and outdoor advertising. In addition, the radio broadcasting industry is subject to competition from new media technologies that are being developed or introduced, such as the delivery of audio programming by cable or direct broadcast satellite television systems, by satellite-delivered digital audio radio service and by in-band digital audio broadcasting. Two providers of satellite-delivered digital audio broadcasting now deliver to nationwide and regional audiences, multi-channel, multi-format, digital radio services with sound quality equivalent to compact discs. The delivery of information through the Internet also could become a significant form of competition, as could the development of non-commercial low-power FM radio stations that serve small, localized areas.

Executive Overview Update

     On September 1, 2005, Terry S. Jacobs, the Company’s Chairman of the Board and Chief Executive Officer, retired from the Company. Mr. Jacobs remains on the Company’s Board of Directors in the position of Vice Chairman. The Company recorded approximately $1.2 million in cash and non-cash expense during the third quarter related to Mr. Jacobs’ board-authorized retirement package. William Stakelin, Regent’s prior President and Chief Operating Officer, succeeded Mr. Jacobs as President and Chief Executive Officer. The role of Chairman has been filled by William Sutter, who has been a member of the company’s Board of Directors since 1999. Additionally, Regent’s Senior Vice President and Chief Financial Officer, Tony Vasconcellos, has been promoted to Executive Vice President and Chief Financial Officer.

     On September 1, 2005, the Company repurchased 100,000 shares of Regent common stock from Terry S. Jacobs, its former Chief Executive Officer, at a price of $5.62 per share, pursuant to the terms of Mr. Jacobs’ retirement package authorized by the Company’s Board of Directors. The purchase price was based upon the average of the high and low price for a share of Regent common stock on September 1, 2005.

     On July 26, 2005, our credit facility was amended in order for the Company to take advantage of the favorable interest rate pricing in the current market. In addition to reducing our borrowing margins, the amendment allows us to borrow up to $50 million for repurchases of our own stock, subject to certain conditions, and resets our maximum leverage requirements to the levels that were in place in June 2003 at the inception of the existing credit agreement, thus increasing our borrowing capacity.

     The Company has approximately $19.0 million remaining under the current stock purchase plan authorized by the Board on July 27, 2005. During the quarter ended September 30, 2005, we repurchased 18,232 shares of Regent common stock at a cost of approximately $92,000, including commissions, at an average price of $5.01 per share. During the fourth quarter of 2005 we have purchased an additional 174,000 shares at a cost of approximately $876,000, including commissions, at an average price of $5.00 per share. While our primary strategy remains focused on the acquisition of radio properties, we have demonstrated that we will also employ capital to repurchase our own stock when the stock price is at a level that we believe to be beneficial to our stockholders to do so.

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     In December 2004, we paid a one-time license fee of $300,000 to Ibiquity Digital Corporation for the right to convert 60 of our stations to digital or high definition radio. The contract we have entered into with Ibiquity stipulates that we convert a predetermined number of our stations to high definition radio over a six-year period beginning in 2004. Six of our stations are scheduled for conversion to high definition radio in 2005, and at September 30, 2005 three of those stations were broadcasting in high definition with the other three stations scheduled to be converted by the end of the fourth quarter. The cost of equipment to convert our stations to high definition is currently averaging approximately $160,000 per station. The conversion will enable the stations to broadcast digital quality sound and also provide certain services, such as on-demand traffic, weather and sports scores. Additionally, this new technology will enable each converted radio station to broadcast multiple additional channels of programming for public, private or subscription services. The economic impact on our stations as a result of digital conversion is not known at this time.

     Regent’s same station growth continued to outperform the industry in the quarter ended September 30, 2005. Regent reported same station growth of 3.6% while the Radio Advertising Bureau reported that the average of the top 150 markets reported 1% growth for the third quarter. This marks the seventh consecutive quarter that Regent’s same station net revenue growth has surpassed the cumulative average for the top 150 markets. While the majority of our markets have outperformed the industry in the first nine months of 2005 and our advertising revenue was increased in our Lafayette market due to Hurricane Katrina, we have been impacted by the local economies in our Albany, Bloomington and Evansville markets. Advertising revenue in Albany is down approximately 2% compared to the same period in 2004, primarily due to reduced advertising in the automobile category. The local economy for our Bloomington market has been depressed due in part to prolonged summer drought conditions and reduced advertising in the automobile category. Evansville local advertising revenue has been flat in 2005 and we have invested in the promotion of a new station at higher than normal levels. Additionally, the Bloomington and Evansville markets have been subjected to new competitive challenges to some of our formats in these markets.

Outlook

     We anticipate completing a transaction in our Ft. Collins-Greeley, Colorado market during the fourth quarter in which we will move our KTRR-FM antenna off of its current tower and onto our KUAD-FM tower. This will enable us to have a better signal into the Ft. Collins-Greeley market, as well as relieve us of a long-term lease for the KTRR-FM antenna. We received the contracted amount of $0.9 million in the third quarter from another operator to complete this transaction and we expect to report a pre-tax gain of approximately $1.0 million in the fourth quarter.

     In our Albany, New York market, new programming will begin on December 19, 2005, to replace the Howard Stern show, on our simulcast rock-formatted stations WQBK-FM and WQBJ-FM. The Howard Stern show is moving to satellite radio in 2006. Although the Company as a whole will not be significantly impacted, we anticipate that net broadcasting revenue in Albany will be negatively impacted in the short term by this change but will be mitigated by the elimination of program rights fees related to the airing of the Howard Stern show.

     The impact of inflation on our operations has not been significant to date. There can be no assurance, however, that a high rate of inflation in the future would not have an adverse impact on our operating results.

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RESULTS OF OPERATIONS

     A comparison of the three and nine months ended September 30, 2005 versus September 30, 2004, and the key factors that have affected our business are discussed and analyzed in the following paragraphs. This commentary should be read in conjunction with our unaudited condensed consolidated financial statements and the related footnotes included herein.

Comparison of three months ended September 30, 2005 to three months ended September 30, 2004

     During 2004, we disposed of our Duluth, Minnesota, and Erie and Lancaster-Reading, Pennsylvania markets. Regent applied the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” (“SFAS 144”) to the disposal of the Duluth, Erie and Lancaster markets, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The table below summarizes the effect of the reclassification on third quarter 2005 and 2004 results (in thousands):

	2005		2004
Net broadcast revenue	$	—	$	—
Station operating expense		—		1
Depreciation and amortization expense		—		33
Allocated interest expense		—		13
Other expense/(gain), net		—		(9,357	)
Income before income taxes		—		9,310
Income tax expense		—		(3,746	)
Net income	$	—	$	5,564

     Net broadcast revenues increased 2.1% to approximately $22.9 million in the third quarter of 2005 compared to approximately $22.5 million in the third quarter of 2004. The table below provides a summary of the net broadcast revenue variance between the quarter ended September 30, 2005 and the quarter ended September 30, 2004 (in thousands):

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	Net broadcast revenue
	variance
	Favorable (unfavorable)
	$ Chg			% Chg
Net broadcast revenue variance:
Local advertising	$	466			2.6	%
National advertising		94			3.4	%
Barter revenue		(29	)		-2.8	%
Other		(54	)		-12.4	%
Net broadcast revenue variance	$	477			2.1	%

     For the quarter, our local revenue grew approximately 2.6%, while our national revenue grew approximately 3.4%. Local and national revenue were negatively impacted in our Bloomington market by the drought in the state of Illinois. Local and national revenue were favorably impacted by Hurricane Katrina in our Lafayette market. Additionally, 2004 quarterly results included approximately $100,000 of political revenue from several of Regent’s markets located in, what were, battleground states during the 2004 election year.

     Station operating expenses increased approximately $543,000 or 3.9% to approximately $14.6 million in the third quarter of 2005, from approximately $14.0 million in the third quarter of 2004. The table below provides a summary of station operating expense variance between the quarter ended September 30, 2005 and the quarter ended September 30, 2004 (in thousands):

	Station operating expense
	variance
	Favorable (unfavorable)
	$ Chg			% Chg
Station operating expense variance:
Technical expenses	$	(49	)		-6.1	%
Programming expenses		(204	)		-4.6	%
Promotional expense		(33	)		-5.8	%
Sales expenses		(61	)		-1.3	%
Administrative expenses		(250	)		-7.6	%
Barter expense		54			6.1	%
Total station operating expense variance	$	(543	)		-3.9	%

     The increase in programming expenses was in part due to increased compensation costs to talent, primarily in our Grand Rapids market as we launched a new morning team, increased bonuses related to ratings increases, increased research expenses, and increased music license fees. Sales expenses increased as a result of the increase in broadcasting revenues. The increase in administrative expenses was due primarily to increases in health care costs, personal property taxes and professional fees.

     Depreciation and amortization expense increased 10.3%, from approximately $1.2 million in 2004 to approximately $1.3 million in 2005. The increase consists primarily of

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additional amortization and depreciation expense of approximately $0.1 million related to the Bloomington stations acquired in July 2004 and approximately $0.1 million of depreciation related to the Ft. Collins stations acquired in November 2004, offset by some reductions at our other markets.

     Corporate general and administrative expense was approximately $2.8 million in the third quarter of 2005, compared to approximately $1.8 million in the third quarter of 2004. The third quarter of 2005 included approximately $1.2 million related to the retirement package for Terry S. Jacobs, the Company’s former CEO and Chairman of the Board, who retired as of September 1, 2005. Excluding the retirement package, general and administrative expense declined approximately $0.2 due to reduced incentive-based compensation and lower costs associated with compliance with Sarbanes-Oxley Section 404 regulations.

     Interest expense increased from approximately $1.0 million during the third quarter of 2004, to approximately $1.3 million during the third quarter of 2005. The increase in interest expense was due to a combination of higher average interest rates and increased average outstanding credit facility balances in the third quarter of 2005. Subsequent to the third quarter of 2004, we borrowed to fund the purchases of our Ft. Collins stations and to purchase 335,100 shares of Regent common stock during the third quarter of 2004, at a cost of approximately $2.0 million. In the second quarter of 2005, we borrowed to fund the purchase of approximately 3.3 million shares of Regent common stock at a total cost of approximately $20.0 million.

     The effective income tax rate for the third quarter 2005 and 2004 was 52.1% and 41.8%, respectively. Income tax expense was recorded at the federal statutory rate of 34% for the third quarter of both 2005 and 2004. In the third quarter of 2005, current and deferred state income taxes, net of federal benefit, were recorded at 14.2%. Income tax of 3.9% was related to other permanent items. For the third quarter of 2004, current and deferred state income taxes, net of federal benefit, were recorded at a 7.3% rate and other permanent items represent an additional 0.5%. The increase in the state rate in 2005 was due primarily to the combination of legislative changes in New York and Kentucky and the true-up of deferred state income taxes.

     Net income per common share was $0.03 for the third quarter of 2005 and $0.18 for the third quarter of 2004. Income from continuing operations was $0.06 per share in the third quarter of 2004.

     While acquisitions affect the comparability of our 2005 operating results to those of 2004, we believe meaningful quarter-to-quarter net broadcast revenue comparisons can be made for those markets in which we have been operating for five full quarters, excluding the effect of barter transactions and any markets sold or held for sale during those periods. Our revenues are produced exclusively by our radio stations and we believe that an analysis of the net broadcast revenues of stations we owned for the entire third quarters of both 2005 and 2004 is important because it presents a more direct view of the operating effectiveness of our stations. Nevertheless, this measure should not be considered in isolation or as a substitute for net broadcast revenue, operating income, income from continuing operations, net income, net cash provided by operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with generally accepted accounting principles. The effect of barter is 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 14 markets and 68 radio stations.

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     For the same station group for the three months ended September 30, 2005, as compared to the same period in 2004, our net broadcast revenues increased 3.6%.

Quarter 3 Same Station Data

	Quarter 3				%
	2005		2004		Change
Revenue
Net broadcast revenue	$	22,931	$	22,454		2.1	%
Less:
Net results of barter transactions and stations not included in same station category		2,782		3,010
Same station net broadcast revenue	$	20,149	$	19,444		3.6	%

Comparison of nine months ended September 30, 2005 to nine months ended September 30, 2004

     Results of operations for the nine months ended September 30, 2005 compared to September 30, 2004 were affected by a time brokerage agreement with Citadel Broadcasting Company and related entities where we assumed the operations of five stations serving the Bloomington, Illinois market and Citadel assumed the operations of six radio stations in our Erie and Lancaster-Reading, Pennsylvania markets effective February 1, 2004. The effect of this transaction resulted in recording eight months of activity for our Bloomington market in 2004 compared to the nine full months in 2005. Additionally, and to a lesser extent, results were impacted by the operations of one new station in our Ft.Collins market that began operating January 1, 2005.

     Regent applied the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” (“SFAS 144”) to the disposal of the Duluth, Erie and Lancaster markets, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The table below summarizes the effect of the reclassification on the year to date period ended September 30, 2005 and September 30, 2004 (in thousands):

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	2005			2004
Net broadcast revenue	$	—		$	432
Station operating expense		18			440
Depreciation and amortization expense		—			292
Allocated interest expense		—			111
Other expense/(income), net		9			(9,311	)
(Loss)/income before income taxes		(27	)		8,900
Income tax benefit/(expense)		11			(3,586	)
Net (loss)/income	$	(16	)	$	5,314

     Net broadcast revenues increased approximately $2.2 million or 3.6% to $64.3 million for the first nine months of 2005 from approximately $62.1 million for the first nine months of 2004. The table below provides a summary of the net broadcast revenue variance for the comparable nine-month periods (in thousands):

	Net broadcast revenue
	variance
	Favorable (unfavorable)
	$ Chg			% Chg
Net broadcast revenue variance:
Local advertising	$	1,839			3.7	%
National advertising		731			9.5	%
Other		(140	)		-11.0	%
Barter revenue		(225	)		-7.9	%
Net broadcast revenue variance	$	2,205			3.6	%

     The variance in local advertising of 3.7% for the first nine months of 2005 compared to 2004 was due primarily to the improvement in the local economies in our Peoria, St. Cloud, and Flint markets, as well as increased advertising in our Lafayette market due to Hurricane Katrina. The favorable national revenue variance was due to substantial increases in national revenue in a number of our smaller markets, partially offset by decreased national revenue in the Albany, Flint and Bloomington markets.

     Station operating expenses increased 4.0%, to approximately $43.0 million for the first nine months of 2005 from approximately $41.4 million for the first nine months of 2004. The table below provides a summary of the station operating expense variance for the nine month periods (in thousands):

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	Station operating expense
	variance
	Favorable (unfavorable)
	$ Chg			% Chg
Total station operating expense variance:
Technical expenses	$	(3	)		-0.2	%
Programming expenses		(675	)		-5.1	%
Promotions expenses		(121	)		-5.7	%
Sales expenses		(402	)		-3.0	%
Administrative expenses		(564	)		-5.8	%
Barter expense		107			4.4	%
Total station operating expense variance	$	(1,658	)		-4.0	%

     The increase in programming expenses was due primarily to increased compensation expenses, music license fees and research costs. The increased promotion expenses were due primarily to the launching of a new format in our Evansville market. Sales expenses increased due primarily to compensation costs related to the increased revenue, as well as increased rating service costs. Administrative expenses were higher due to increased overhead expenses, such as health care, personal property taxes, professional and legal fees and bad debt expense associated with increased revenue.

     For the first nine months of 2005, depreciation and amortization expense increased 22.4%, to approximately $4.1 million from $3.4 million for the same period in 2004. The acquisition of the Bloomington stations in July 2004 accounted for $0.5 million of the increase and the acquisition of the two stations in Ft Collins in November 2004 accounted for $0.2 million of the increase.

     Corporate general and administrative expense was approximately $6.5 million in the first nine months of 2005, compared to approximately $5.6 million in the first nine months of 2004. The 2005 year to date amounts include approximately $1.2 million related to the retirement package for Terry S. Jacobs, the Company’s former CEO and Chairman of the Board, who retired as of September 1, 2005. During the first nine months of 2005, performance-based compensation was approximately $0.2 million lower than the same period of the prior year and expense to comply with Sarbanes-Oxley Section 404 was approximately $0.1 million lower than the same period of the prior year.

     Interest expense increased to approximately $3.5 million during the first nine months of 2005 from approximately $2.5 million during the first nine months of 2004. The increase in interest expense was due to a combination of higher average interest rates and increased average outstanding credit facility balances in the first nine months of 2005. Subsequent to the third quarter of 2004 we borrowed to fund the purchases of our Ft. Collins stations and to purchase 335,100 shares of Regent common stock in the third quarter of 2004 at a cost of approximately $2.0 million. In the second quarter of 2005, we borrowed to purchase approximately 3.3 million shares of Regent common stock at a total cost of approximately $20.0 million. Our average debt level for the first nine months of 2005 was approximately $81.9 million, compared to approximately $70.9 million for the same period of 2004.

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     The effective income tax rate for the third quarter 2005 and 2004 was 43.4% and 40.3%, respectively. Income tax expense was recorded at the federal statutory rate of 34% for the first nine months of both 2005 and 2004. Current and deferred state income taxes, net of federal benefit, were recorded at 9.2% for the first nine months of 2005 and other permanent items represented 0.2%. For the first nine months of 2004, current and deferred state income taxes, net of federal benefit, were recorded at a 5.8% rate and other permanent items represent an additional 0.5%. The increase in the state rate in 2005 was due primarily to the combination of legislative changes in New York and Kentucky and the true-up of deferred state income taxes.

     Net income per common share was $0.09 for the first nine months of 2005 and $0.23 for 2004. Income from continuing operations was $0.12 per share for the first nine months of 2004.

LIQUIDITY AND CAPITAL RESOURCES

Executive Overview

     As an acquisitive company, it is critical to us to have the ability to raise capital for acquisitions. Since our inception, we have demonstrated our ability to access the public markets to raise equity, and have also demonstrated our ability to access the commercial bank market, having negotiated three separate credit facilities with several banking institutions since 1998. Access to bank financing is currently very favorable for the radio sector. In December 2004 and again in July 2005, we amended our existing credit facility to reflect the favorable interest rate pricing in the current market. The most recent amendment also allows us to borrow up to $50 million for repurchases of our own stock, subject to certain conditions, and resets our maximum leverage requirements to the levels that were in place at the beginning of the existing credit agreement. At current borrowing levels, the reduced interest rate pricing will generate approximately $450,000 in annualized interest expense savings.

     We believe that we have sufficient access to funds so that we will be able to pursue our strategy for the balance of 2005 if we are able to find suitable acquisitions at acceptable prices. We also anticipate that if we were to make an acquisition that would require borrowings in excess of our current borrowing capacity, we would be able to fund our capital requirements by either refinancing our current credit facility, or by obtaining financing through a variety of options available to us, including, but not limited to, access to public capital through our shelf registration statement.

     We believe the cash generated from operations and available borrowings under our credit facility will be sufficient to meet our requirements for corporate expenses and capital expenditures for the remainder of 2005, based on our projected operations and indebtedness and after giving effect to scheduled credit facility commitment reductions. We have available borrowings of approximately $56.0 million at September 30, 2005, subject to the terms and conditions of the credit facility. As a result of the July 2005 amendment, we have the capability to borrow up to a leverage ratio of 6.25:1.00 through the end of June 2006. At September 30, 2005 our debt leverage ratio was 4.17:1.00.

     Our cash and cash equivalents balance at September 30, 2005 was approximately $1.0 million compared to approximately $1.5 million at September 30, 2004. Cash balances between years fluctuate due to the timing of when monies are received and expenditures are made. We typically maintain a cash balance of approximately one million dollars, as our excess cash generated by operating activities after investing activities is typically utilized to pay down our revolving credit facility.

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Sources of Funds

     In the first nine months of 2005, net cash provided by operating activities was approximately $12.0 million, compared to approximately $12.5 million for the first nine months of 2004. The decrease was due primarily to the timing of cash receipts and cash payments in the Company’s working capital accounts.

     In June 2003, we secured from a group of lenders a reducing credit agreement 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 is available for working capital and permitted acquisitions, including related acquisition costs.

     Effective July 26, 2005, we completed a new amendment to our credit facility. The material terms of the amendment are: (1) a reduction of the Applicable Margin on Base Rate and Eurodollar loans under the credit facility, which at the current level of indebtedness reduces the Company’s interest rate by 50 basis points; (2) to revise the definition of Permitted Acquisition Condition (a) to eliminate two leverage ratio tests relating to aggregate acquisitions by Regent in excess of $75 million and in excess of $125 million, which ratios operated to require the prior consent of the lenders for Regent acquisitions in excess of those thresholds, and (b) to eliminate the requirement for prior consent of the lenders for any single acquisition in excess of $50 million; (3) to reset the maximum leverage ratio to 6.25:1.00 which increases the Company’s borrowing capacity under the credit facility, subject to the terms and conditions of the facility; and (4) to permit Regent to use cash in the amount of up to $50 million to repurchase shares of its common stock for the period commencing July 26, 2005 through the maturity date of the credit facility.

     At September 30, 2005, we had borrowings under the credit facility of approximately $88.3 million, comprised of a $61.8 million term loan and $26.5 million of revolver borrowings, and available borrowings of $56.0 million, subject to the terms and conditions of the facility.

     The term loan commitment reduces over six years beginning on December 31, 2004, and the revolving commitment reduction began on June 30, 2005. On a quarterly basis in 2005 and 2006, the commitment after reduction is approximately as follows (in thousands):

	Revolving		Term Loan		Total
Period Ending	Commitment		Commitment		Commitment
September 30, 2005	$	82,450	$	61,750	$	144,200
December 31, 2005		81,175		60,450		141,625
March 31, 2006		79,900		59,150		139,050
June 30, 2006		77,563		57,850		135,413
September 30, 2006		75,225		56,550		131,775

     Under the credit facility, we are subject to a maximum leverage ratio, minimum interest coverage ratio, and minimum fixed charge coverage ratio, as well as to negative covenants customary for facilities of this type. Borrowings under the amended 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 credit facility, which varies between 0.0% and 0.5 % depending upon our leverage ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies

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between 0.75% and 1.50%, depending upon our leverage ratio. Borrowings under the credit facility bore interest at an average rate of 4.86% and 4.22% at September 30, 2005 and September 30, 2004, respectively. Our weighted-average interest rate for the nine months ended September 30, 2005 and September 30, 2004 was 4.42% and 3.47%, 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 credit facility. The underwriting commitment varies between 0.25% and 0.50% depending upon the amount of the credit facility utilized.

          One half of our term loan borrowings are subject to a LIBOR-based forward interest rate swap agreement, which effectively converts approximately $30.9 million from variable-rate debt to a fixed rate. The swap agreement became effective on June 30, 2004 and expires June 30, 2006. Under this agreement, payments are made based on a fixed rate of 3.69%, plus applicable margin, which we set in August 2003 based on the market for a financial instrument of this type at that date.

     Generally, we have incurred debt in order to acquire radio properties, to make large capital expenditures, and to repurchase shares of our common stock, and have opportunistically accessed the public equity markets to de-lever our balance sheet.

     In March 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 and our subsidiaries. We used approximately $78.8 million of the amounts available under the Shelf Registration Statement for our April 2002 offering of common stock, leaving us with capacity of approximately $171.2 million if we were to seek to raise monies in the public markets.

     In July 2005, we completed the sale of substantially all of the fixed and intangible assets of WRUN-AM in Utica, New York to WAMC, a not-for-profit public radio entity, for $275,000.

Uses of Funds

     Net cash used in investing activities was approximately $3.3 million for the first nine months of 2005, compared to approximately $9.4 million for the first nine months of 2004. The greater amount in the first nine months of 2004 was due primarily to the completion of the exchange with Clear Channel of our four stations serving the Duluth, Minnesota market and payment of $2.7 million in cash for Clear Channel’s five stations serving the Evansville, Indiana market and the completion of the exchange with Citadel of our four stations serving the Erie, Pennsylvania market and our two stations serving the Lancaster-Reading, Pennsylvania market and $3.7 million cash for Citadel’s five stations serving the Bloomington, Illinois market.

          In the first nine months of 2005 we funded capital expenditures of approximately $3.2 million compared to $2.8 million in the first nine months of 2004. Approximately $0.9 million of the capital expenditures in the first nine months of 2005 was to consolidate the multiple facilities in our Albany market, a project that began in 2004 and was completed in the second quarter of 2005. Also in the first nine months of 2005 approximately $0.8 million was spent on our high definition radio project. The remaining $1.5 million was for maintenance capital expenditures. In the first nine months of 2004, approximately $1.1 million of capital expenditures was for consolidation projects in our Peoria and Albany markets. Maintenance capital expenditures were approximately $1.8 million in the first nine months of 2004. We

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expect capital expenditures to be approximately $0.4 million in the fourth quarter of 2005, of which approximately $0.3 million is projected to be maintenance capital expenditures and approximately $0.1 million is for our high definition radio project.

     Net cash used in financing activities for the first nine months of 2005 was approximately $9.0 million, compared to approximately $3.2 million used during the same period of 2004. During the 2005 period we utilized approximately $21.5 million of borrowings under our credit facility to repurchase approximately $20.1 million of stock through the Company’s authorized stock buyback program and to repurchase approximately $0.6 million of stock pursuant to the retirement of our former Chief Executive Officer. We utilized cash from operating activities to repay approximately $9.8 million of long-term debt. During the first nine months of 2004, approximately $13.0 million was borrowed under the credit facility, of which approximately $7.0 million was repaid, and approximately $9.0 million of stock was repurchased under the stock buyback program.

Off-Balance Sheet Financing Arrangements

     We have no material off-balance sheet financing arrangements with related or unrelated parties and no unconsolidated subsidiaries.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123R, as revised, “Share-Based Payment” (“SFAS 123R”). SFAS 123R replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). SFAS 123R is applicable to share-based compensation arrangements including stock options, restricted share plans, performance-based awards, stock appreciation rights, and employee stock purchase plans. Formerly, under the provisions of SFAS 123, companies were permitted to follow the recognition and measurement principles of APB 25 and provide additional footnote disclosures of what net income or loss would have been had the Company followed the fair-value-based provisions contained in SFAS 123. SFAS 123R requires companies to recognize in their financial statements the compensation expense relating to share-based payment transactions for stock options that have future vesting provisions or as newly granted beginning on the grant date of such options. We will be required to implement SFAS 123R in the first quarter of 2006. Assuming there was no change in the variables used to calculate the fair market value of share-based compensation, if we had followed the provisions of SFAS 123R for the quarters ended March 31, 2005 and 2004, net income (loss) and basic and diluted income (loss) per common share would have approximated the proforma amounts disclosed in Footnote 1, Stock-Based Compensation Plans, for those periods. We are currently evaluating all of the provisions of SFAS 123R and its expected effect on us, including, among other items, reviewing compensation strategies related to stock-based awards, selecting an option pricing model, and determining a transition method.

     In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations — an interpretation of FASB Statement No. 143” (“FIN 47”). FIN 47 clarifies certain terminology in FASB Statement No. 143 and the circumstances under which an entity would have sufficient information to reasonably estimate the fair value of asset retirement obligations. We are required to implement the provisions in FIN 47 no later than December 31, 2005, and are currently evaluating the impact that FIN 47 will have on our operations and cash flows, if any.

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     In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3,” (“SFAS 154”). SFAS 154 replaces APB Opinion No. 20, “Accounting Changes” and Statement of Financial Accounting Standards No. 3, “Reporting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 is applicable for all voluntary changes in accounting principle, as well as changes required by accounting pronouncements that do not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Under the former standards, most voluntary changes in accounting principle were recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. We are required to implement the provisions of SFAS 154 effective January 2006. For any voluntary changes we would make to our accounting principles after that date, the provisions of SFAS 154 would be applied.

     In June 2005, the Emerging Issues Task Force (“EITF”) issued EITF 05-6, “Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination (“EITF 05-6”). EITF 05-6 addresses assessing the amortization period for leasehold improvements acquired in a business combination and leasehold improvements placed in service significantly after and not contemplated at the beginning of a lease term. We have applied the provisions of EITF 05-6 to all leasehold improvements acquired since the June 2005 ratification of EITF 05-6 with no material impact on our financial position, cash flows, or results of operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     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 transactions only to the extent considered necessary to meet our objectives. In August 2003, we entered into a LIBOR-based forward interest rate swap agreement which effectively converted $32.5 million of our variable-rate debt under the credit facility at that date to a fixed rate, beginning June 30, 2004 and expiring June 30, 2006. Under this agreement, payments are made based on a fixed rate of 3.69% plus applicable margin, a rate which was 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. Based on our exposure to variable rate borrowings at September 30, 2005, a one percent (1%) change in the weighted-average interest rate would change our annualized interest expense by approximately $574,000.

ITEM 4. CONTROLS AND PROCEDURES.

     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-15(e). 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 changes in the Company’s internal controls over financial reporting for the quarter ended September 30, 2005, 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.

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     We currently and from time to time are involved in litigation incidental to the conduct of our business. In the opinion of our management, we are not a party to any lawsuit or legal proceeding that is likely to have a material adverse effect on our business or financial condition.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

2(c)

							Approximate
							Dollar Value of
					Total Number of		Shares that May
	Total Number				Shares Purchased		Yet be Purchased
	of Shares		Average Price Paid		as Part of Publicly		under the Plan (1)
Period	Purchased (2)		per Share		Announced Plan(1)		(in thousands)
July 1, 2005 — July 31, 2005		0		—		0	$	20,000
August 1, 2005 — August 31, 2005		0		—		0	$	20,000
September 1, 2005 — September 30, 2005		118,232	$	5.53		18,232	$	19,908
Total		118,232	$	5.53		18,232	$	19,908

(1)

On June 1, 2000, Regent’s Board of Directors approved a stock buyback program for an initial amount of $10.0 million, which authorized the Company to repurchase shares of its common stock at certain market price levels. Through October 2002, the Company repurchased approximately $6.7 million of its common stock under the plan, which amount the Board later replenished under the Plan at their October 2002 meeting. As of July 31, 2004, the Company had expended the entire $16.7 million authorized under the Plan. At its July 2004 meeting, the Company’s Board of Directors increased the amount authorized under the repurchase plan by an additional $20.0 million. In December 2004, we completed an amendment of our credit facility, which provided us with more favorable pricing and increased the amount of our stock that we were able to buy back, subject to certain conditions, by $40.0 million, twice the amount then approved by our Board of Directors. The entire $20.0 million of additional repurchases available under the Plan was expended during the second quarter of 2005. At its July 2005 meeting, the Company’s Board of Directors replenished Regent’s stock buyback program by authorizing the Company to expend up to $20.0 million more for stock repurchases. Effective July 26, 2005, the Company modified its credit facility to, among other things, permit Regent to use up to $50.0 million in cash to repurchase shares of its common stock. During the third quarter of 2005, the Company expended approximately $92,000 of the $20.0 million authorized by the Board under the Plan at their July 2005 meeting.

(2)

On September 1, 2005, the Company repurchased 100,000 shares of Regent stock from Terry S. Jacobs, its former Chief Executive Officer, at a price of $5.62 per share, pursuant to the terms of Mr. Jacobs’ retirement package authorized by the Company’s Board of Directors. The purchase price was based upon the average of the high and low price for a share of Regent common stock on September 1, 2005.

ITEM 6. EXHIBITS.

     Exhibits

     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.

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SIGNATURES

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

	REGENT COMMUNICATIONS, INC.
Date: November 9, 2005	By:	/s/ William L. Stakelin
		William L. Stakelin, Chief Executive
		Officer and President
Date: November 9, 2005	By:	/s/ Anthony A. Vasconcellos
		Anthony A. Vasconcellos, Chief
		Financial Officer and Executive Vice President
		(Chief Accounting Officer)

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EXHIBIT INDEX

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

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
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)

E-1

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
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. adopted July 27, 2005
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)*	Amendment and Consent under Credit Agreement dated as of December 15, 2004, by and among Regent Broadcasting, Inc., the financial institutions from time to time party to the Credit Agreement as lenders thereunder, Fleet National Bank, as the administrative agent for the Lenders, US Bank, National Association, as the syndication agent for the Lenders, Wachovia Bank, National Association, and Suntrust Bank, as co-documentation agents for the Lenders (previously filed as Exhibit 4(b) to the Registrant’s Form 10-K for the year ended December 31, 2004 and incorporated herein by this reference)
4(c)*	Amendment under Credit Agreement dated as of July 12, 2005, by and among Regent Broadcasting, LLC, formerly Regent Broadcasting, Inc., Regent Communications, Inc., the several financial institutions from time to time party to the Credit Agreement as lenders thereunder, Bank of America, N.A. (successor by merger to Fleet National Bank), as the administrative agent for the Lenders, US Bank, National Association, as the syndication agent for the Lenders, Wachovia Bank, National Association, and Suntrust Bank., as co-documentation agents for the Lenders (previously filed as Exhibit 4(a) to the Registrant’s Form 8-K filed August 1, 2005 and incorporated herein by this reference)
10(a)*	Separation Agreement and General Release by and between Terry S. Jacobs and Regent Communications, Inc. dated September 1, 2005 (previously filed as Exhibit 10(a) to the Registrant’s Form 8-K filed September 8, 2005 and incorporated herein by this reference)

E-2

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
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

* Incorporated by reference.

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EX-3.I

EXHIBIT 3(i)

AMENDED AND RESTATED BY-LAWS

OF

REGENT COMMUNICATIONS, INC.
(effective as of July 27, 2005)

ARTICLE I

STOCKHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of stockholders, for the purpose of electing directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Chairman of the Board, the President, or the Board of Directors, and shall be called by the President or the Secretary upon the written request of stockholders holding of record twenty percent (20%) or more of all shares of stock outstanding and entitled to vote thereat, to be held at such place, on such date and at such time as the caller of such meeting shall fix. No business other than that specified in the notice shall be considered at any special meeting except with the unanimous consent of all stockholders entitled to receive notice of such meeting.

     SECTION 3. NOTICES OF MEETINGS. Except as otherwise required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation or By-laws of the Corporation), a written notice of each annual and special meeting of stockholders stating the date, time and place thereof, and in the case of a special meeting, the purpose or purposes thereof, shall be personally delivered, or deposited, postage prepaid, in the U.S. mail for delivery, to each stockholder of record entitled to notice of such meeting, not more than sixty (60) days nor less than ten (10) days before the date on which such meeting is to be held. If mailed, such notice shall be addressed to each stockholder at his address as it appears upon the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in accordance with this Section.

At an adjourned meeting, any business may be transacted which could have been transacted at the original meeting.

     Notice of the time, place, and purposes of any meeting of stockholders, whether or not required by law, may be waived in writing, either before or after the holding of such meeting, by any stockholder, which writing shall be filed with or entered upon the records of the meeting. The attendance of any stockholder at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting; provided, however, that such waiver shall not be deemed to permit consideration at a special meeting of any business not specified in the notice.

     SECTION 4. QUORUM; ADJOURNMENT. At any meeting of stockholders, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, except when a greater proportion is required by law. Where a separate vote by a class or classes of stock is to be taken, a majority of the outstanding shares of stock of such class or classes, present in person or by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

     At any meeting, whether a quorum is present or not, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum is presented, any business may be transacted which could have been transacted at the original meeting.

     SECTION 5. ORGANIZATION OF MEETINGS. Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the Corporation or, in his absence, such person as may be chosen by the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints to act as such.

     The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as may seem to him to be in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

     SECTION 6. PROXIES AND VOTING. Every stockholder entitled to vote at a meeting of stockholders or to consent or dissent to corporate action in writing without a meeting may authorize another person to act for him as proxy pursuant to an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. The instrument appointing a proxy must be in writing and must be either signed by the person making the appointment or, in the case of a authorization by means of telegram, cablegram or other form of electronic transmission, must set forth or be submitted with such information from

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which it may be determined that such telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission duly constituting the appointment of a proxy may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A vote in accordance with the terms of a duly authorized and filed proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the appointment unless notice in writing of such death, incapacity or revocation shall have been given to the Corporation before such vote is taken. The presence of a stockholder at a meeting shall not operate to revoke a proxy unless and until notice of such revocation is given to the Corporation in writing or in open meeting.

     Except as otherwise required by law, all voting, including on the election of directors, may be conducted by voice vote unless a stock vote is demanded by a stockholder entitled to vote or his proxy. Every stock vote shall be taken by written ballot, each of which shall state the name of the stockholder or the proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take an oath and sign faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be conducted by an inspector or inspectors appointed by the chairman of the meeting.

     In all matters other than the election of directors, the affirmative vote of the majority of shares present, in person or by proxy, at the meeting and entitled to vote on the matter shall constitute the act of the stockholders. The election of directors shall be determined by a plurality of the votes of the shares present, in person or by proxy, at the meeting and entitled to vote in the election of directors. Where a separate vote by class or classes is required, the affirmative vote of the majority of shares of each such class present in person or represented by proxy at the meeting shall be the act of such class.

     SECTION 7. STOCK LIST. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares of stock registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

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     The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. The list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

     SECTION 8. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action which is required or may be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings or meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section.

ARTICLE II

DIRECTORS

     SECTION 1. NUMBER OF DIRECTORS. The number of directors that shall constitute the entire Board shall be such number as the Board of Directors shall from time to time designate pursuant to the affirmative vote of a majority of the directors then in office, except that in the absence of any such designation, such number of directors shall be two (2). Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there are vacancies on the Board of Directors which are being eliminated by the decrease.

     SECTION 2. ELECTION OF DIRECTORS AND TERM OF OFFICE. At all elections of directors the candidates receiving the greatest number of votes shall be elected. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office, or death.

     SECTION 3. QUALIFICATION OF DIRECTORS. Directors of the Corporation need not be stockholders of the Corporation.

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     SECTION 4. VACANCIES IN THE BOARD OF DIRECTORS. In the event a vacancy in the Board of Directors or any director’s office is created by reason of death, resignation, disqualification, removal or other cause or by reason of an increase in the authorized number of directors, the directors then in office, though less than a majority of the whole authorized number of directors, by the vote of a majority of their number, or a sole remaining director, may fill such vacancy for the unexpired term.

     SECTION 5. REGULAR MEETINGS OF DIRECTORS. An annual meeting of the Board of Directors shall be held immediately following the adjournment of each annual meeting of stockholders of the Corporation. The Board of Directors may, by resolution, provide for other regular meetings of the Board, to be held at such place or places, on such date or dates, and at such time or times as may established by the Board of Directors and published among all of the directors. Notice of the annual and any such other regular meeting of the Board of Directors shall not be required.

     SECTION 6. SPECIAL MEETINGS OF DIRECTORS. Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the Chairman of the Board or the President and shall be held at such place, on such date, and at such time as the caller of such meeting shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Such notice may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting of directors.

     SECTION 7. QUORUM. At any meeting of the Board of Directors, a majority of the whole authorized number of directors shall constitute a quorum for all purposes, except that a majority of the directors then in office shall constitute a quorum for filling a vacancy in the Board of Directors. Whenever less than a quorum is present at any time and place appointed for a meeting of the Board, a majority of those present may, by announcement at the meeting, adjourn the meeting to another place, date or time without further notice or waiver thereof.

     SECTION 8. PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

     SECTION 9. CONDUCT OF BUSINESS AT A MEETING OF THE BOARD. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise required by law and except according to the

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vote of a greater number as may be required pursuant to Article III, Section 1 hereof with respect to the Executive Committee. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law and except according to the vote of a greater number as may be required pursuant to Article III, Section 1 hereof with respect to the Executive Committee.

     SECTION 10. CONSENT OF DIRECTORS IN LIEU OF MEETING. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

     SECTION 11. POWER OF THE BOARD OF DIRECTORS. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or dome by the Corporation.

     SECTION 12. COMPENSATION OF DIRECTORS. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other forms of compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

     SECTION 13. CHAIRMAN OF THE BOARD. The Board of Directors shall elect one of its members to serve as the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board may be, but need not be, an officer of the Corporation. The Chairman of the Board shall perform all duties incidental to his position as may be required by law and all such other duties as may be assigned to him by the Board of Directors from time to time.

ARTICLE III

COMMITTEES OF THE BOARD OF DIRECTORS

     SECTION 1. EXECUTIVE COMMITTEE.

          (a) There shall be established an Executive Committee of the Board of Directors composed of five non-management Directors elected by the Board of Directors. The establishment of this Executive Committee and the authority delegated to it hereunder shall be effective upon the earliest closing by the Company after the date hereof of an underwritten public offering of Common Stock of the Company (i) at a per share price of at least $6.50 (equitably adjusted for any stock splits, reverse stock splits or stock dividends accruing after the date hereof) and generating not less than $50,000,000 of gross proceeds payable to the Company, if such public offering occurs prior to June 15, 2000, and (ii) at a per share price of at least $12.00 (equitably adjusted for any stock splits, reverse stock splits or stock dividends accruing after the date hereof) and generating not less than $25,000,000 of gross proceeds payable to the Company (excluding the effect of any over-allotment option) if such public offering occurs on or

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after June 15, 2000. Those elected to serve are Kenneth J. Hanau, William H. Ingram, Richard H. Patterson, William P. Sutter, and John H. Wyant. Each member of the Executive Committee shall hold office until his death or resignation, or until he shall cease to be a Director.

          (b) The Executive Committee shall have the power and authority of the Board of Directors, in accordance with applicable Delaware law, to review and make recommendations to the Board of Directors regarding:

                    (i) the purchase or lease by the Company or any subsidiary thereof of any business or assets, other than the purchase or lease of assets in the ordinary course of business (a purchase or lease of any radio broadcasting station or Federal Communications Commission license not being a purchase or lease in the ordinary course), or the execution of any agreement providing for the purchase, lease, construction or management of or in respect of radio broadcasting stations (including time brokerage agreements and local marketing agreements and the like);

                    (ii) the sale of any assets (other than substantially all) of the Company or any subsidiary thereof, or the execution of any agreement in respect thereof (other than the sale of advertising time and excess or obsolete furniture, fixtures or equipment in the ordinary course of business);

                    (iii) the issuance or sale of any equity or debt securities of the Company or any subsidiary thereof or any rights to acquire any of such equity or debt securities (including options and warrants) or the issuance or sale of stock appreciation or other “phantom” stock rights, other than Permitted Issuances (as defined below), or the execution of any agreements in respect thereof;

                    (iv) the incurrence or assumption of any Indebtedness (as defined below) by the Company or any subsidiary thereof, other than Permitted Indebtedness (as defined below); and

                    (v) any amendment or modification of Article III, Section 1, of these by-laws or any other by-law amendments to the extent they relate to the Executive Committee or its power or authority.

     All matters of the nature described above shall, before any action may be taken thereon by the Board of Directors, first be delegated to the Executive Committee by the Chairman of the Board or President for review and recommendation to the Board of Directors.

     For purposes of this Section, the following definitions shall apply:

     “Indebtedness” means the principal of, premium, if any, and unpaid interest on: (a) indebtedness for money borrowed from others; (b) indebtedness guaranteed, directly or indirectly, in any manner by the Company, or in effect guaranteed, directly or indirectly, in any manner by the Company through an agreement, contingent or otherwise, to supply funds to, or in any other manner invest in, the debtor, or to purchase indebtedness, or to purchase and pay for

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property if not delivered or pay for services if not performed, primarily for the purpose of enabling the debtor to make payment of the indebtedness or to assure the owners of the indebtedness against loss; (c) all indebtedness secured by any mortgage, lien, pledge, charge or other encumbrance upon property owned by the Company, even though the Company has not in any manner become liable for the payment of such indebtedness; (d) all indebtedness of the Company created or arising under any conditional sale, lease (intended primarily as a financing device) or title retention or security agreement with respect to property acquired by the Company even though the rights and remedies of the seller, lessor or lender under such agreement or lease in the event of default may be limited to repossession or sale of such property, and (e) renewals, extensions and refunding of any such indebtedness.

     “Permitted Indebtedness” means (i) Indebtedness of the Company outstanding as of the date the establishment of the Executive Committee becomes effective; and (ii) Indebtedness to the extent permitted under the Company’s senior credit facility in effect as of the date the establishment of the Executive Committee becomes effective.

     “Permitted Issuances” means any of the following: (i) the issuance of shares of Common Stock on the conversion of any shares of convertible securities of the Company outstanding as of the date the establishment of the Executive Committee becomes effective; (ii) the issuance of shares of Common Stock upon the exercise of outstanding options or warrants to purchase Common Stock or Preferred Stock of the Company; and (iii) the grant and/or exercise of options under the Company’s 1998 Management Stock Option Plan or other stock option plan of the Company duly authorized in accordance with these by-laws.

          (c) Anything to the contrary notwithstanding, the Executive Committee shall not have the power to amend, alter or repeal any resolution of the Board of Directors relating to a matter that has been previously referred to the Executive Committee in accordance with this resolution that has been adopted by the affirmative vote of two-thirds of the total number of Directors or that shall not be within the scope of the matters specified in Section 1(b) as subject to review by the Executive Committee.

          (d) In the event the Executive Committee votes to recommend any action to the Board of Directors, the Board of Directors may approve or reject such action by a vote of a majority of the voting Directors (assuming that a quorum is present). In the event the Executive Committee votes not to recommend any such action or within 10 business days after the matter has been referred to it in writing by the Chairman of the Board or the President, fails to provide any recommendation, or if the Board of Directors has determined to act on any matter described herein to be delegated to the Executive Committee without first seeking the recommendation of the Executive Committee with respect thereto, the Board of Directors may approve such action or matter by, and only by, the affirmative vote of two-thirds of the total number of Directors with respect to matters described in Section 1(b)(i)-(iv) and by the affirmative vote of three-fourths of the total number of Directors with respect to matters described in Section 1(b)(v) above.

          (e) The Executive Committee shall meet from time to time as may be necessary on notice from the Chairman of the Board, the President or any member of the Executive Committee. The Executive Committee may fix its own rules of procedure, including provision

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for notice of its meetings. It shall maintain custody of all data furnished to, and all rules of, the Committee, shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken, and all such rules of procedure shall be subject to revision or alteration by a three-fourths vote of the total number of Directors.

          (f) Vacancies on the Executive Committee shall be filled by appointment by the Board of Directors.

          (g) Compensation for attendance at Executive Meetings shall be as determined from time to time by the Board of Directors.

          (h) The existence of the Executive Committee and the provisions regarding its rights and duties contained herein shall terminate on the earlier of the third anniversary of its establishment or on the affirmative vote of three-fourths of the total number of Directors. Further, neither the power or authority of the Executive Committee, nor the manner in which the Executive Committee shall act in respect of matters to be delegated to it, nor the provisions of this Article III in respect of the Executive Committee shall be amended or modified by the Board of Directors without the prior approval of the Executive Committee unless approved by the vote of three-fourths of the total number of Directors.

     SECTION 2. OTHER COMMITTEES. The Board of Directors, by the vote of a majority of the whole Board, may from time to time designate one or more committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure, direction and control of the Board. The resolution establishing each such committee shall specify a designation by which it shall be known, fix its powers and authority, and elect a director or directors to serve as its member or members, designating, if the Board desires, other directors as alternate committee members who may replace any absent or disqualified member at any meeting of the committee. An act or authorization of an act by any such committee within the authority lawfully delegated to it by the resolution establishing it shall be as effective for all purposes as the act or authorization of the Board of Directors. No such committee shall abrogate any of the powers or authority specifically given to the Executive Committee in Section 1 of this Article III.

     SECTION 3. CONDUCT OF BUSINESS AT COMMITTEE MEETINGS. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided by law. Adequate provision shall be made for notice to members of all meetings. One-third (1/3) of the members shall constitute a quorum. All matters shall be determined by a majority vote of the members present, except that a recommendation by the Executive Committee that the Board of Directors approve or reject any action shall be made by the majority vote of the total members of the Executive Committee. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

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ARTICLE IV

OFFICERS

          SECTION 1. OFFICERS. The officers of the Corporation shall be a Chief Executive Officer, President, Secretary, and Treasurer, and such other officers and assistant officers as the Board of Directors may determine from time to time. If the Board of Directors elects the Chief Executive Officer or any other officer to be the Chairman of the Board, then the position of Chairman of the Board also shall be an officer of the Corporation. Any number of offices may be held by the same person.

          SECTION 2. ELECTION AND TERM OF OFFICE. Each officer of the Corporation shall be elected by the Board of Directors, and shall hold office until the annual meeting of the Board of Directors following his election or until his earlier resignation, removal from office, or death. The Board of Directors may remove any officer at any time, with or without cause. The Board of Directors may fill any vacancy in any office occurring from whatever cause.

          SECTION 3. DUTIES OF OFFICERS. Each officer and assistant officer shall have such duties, responsibilities, powers and authority as are prescribed below and as are assigned to him by the Board of Directors from time to time. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

     (a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Corporation shall be responsible for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive officer and those which are delegated to him by the Board of Directors. The Chief Executive Officer shall have the power to take all actions as these By-Laws may provide to the President of the Corporation including, without limitation, the powers granted to the President in Article I, Section 2, Article II, Section 6, Article IV, Section 4, and Article VI, Section 1. He shall have the power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized.

     (b) PRESIDENT. The President shall be the chief operating officer of the Corporation. Subject to the provisions of these By-laws and to the direction of the Board of Directors, he shall have the responsibility for the general operations of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief operating officer and those delegated to him by the Board of Directors. He shall have the power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized.

     (c) VICE PRESIDENT. The Vice President, if one be elected, shall perform such duties as may from time to time be assigned to him by the Board of Directors. At the

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request of the Chairman of the Board or the President, or in the absence or disability of the President, the Vice President designated by the Chairman of the Board or the President (or in the absence of such designation, the Vice President designated by the Board of Directors), shall perform all the duties of the President, and when so acting, shall have all the powers of the President. The authority of the Vice President to sign in the name of the corporation all certificates for shares and authorized deeds, mortgages, bonds, contracts, notes and other instruments shall be coordinated with like authority of the President.

     (d) SECRETARY. The Secretary shall issue all authorized notices for, and shall keep the minutes of, all proceedings of the Board of Directors and of the stockholders and make a proper record of the same, which shall be attested by him. He shall keep such books as may be required by the Board of Directors, shall, in the absence of a duly appointed transfer agent, take charge of the stock book of the Corporation, and shall issue and attest all certificates of stock. He shall have the authority to sign all deeds, mortgages, bonds, contracts, notes and other instruments requiring his signature at the express direction of the Board of Directors or with the countersignature of the Chairman of the Board, the President, or of any other officer expressly authorized to do so. He shall further have such other powers as are commonly incident to the office of Secretary and all the powers and duties which the Board of Directors may, from time to time, assign to him.

     (e) TREASURER. The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. He shall perform such other duties as are commonly incident to the office of Treasurer and as may from time to time be assigned by the Board of Directors to him.

     (f) ASSISTANT AND SUBORDINATE OFFICERS. The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors and perform such duties as the Board of Directors may prescribe.

     SECTION 4. ACTION WITH RESPECT TO SECURITIES OF OTHER ENTITIES. Unless otherwise directed by the Board of Directors, the Chairman of the Board, the President or any other officer of the Corporation authorized by the Chairman of the Board or the President shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of, or with respect to any action taken by, the stockholders, partners, members or other equity owners of any corporation, partnership, limited liability company or other entity in which the Corporation may hold securities, and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other entity.

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ARTICLE V

STOCK

     SECTION 1. CERTIFICATES OF STOCK. The interest of each stockholder of the Corporation shall be evidenced by a certificate or certificates for shares in such form as the Board of Directors may from time to time prescribe, signed by, or in the name of the Corporation, by the Chairman of the Board or the President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the number of shares owned. Any and all of the signatures on the certificate may be by facsimile.

     SECTION 2. TRANSFERS OF STOCK. The shares of stock of the Corporation shall be transferable only on the stock transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of ARTICLE V of these By-laws, an outstanding certificate shall be surrendered for cancellation before a new certificate representing the same shares is issued.

     Shares of stock of the Corporation are transferable upon surrender for cancellation of a certificate or certificates representing the shares to be transferred, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its transfer agent may reasonably require.

     SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning such proof of loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

     SECTION 4. OTHER REGULATIONS. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

RECORD DATE

     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders of the Corporation, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect if such change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall be not more than sixty

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(60) days nor less than ten (10) days prior to the date of any meeting of stockholders, nor more than sixty (60) days prior to the time of any dividend or distribution payment date or any date for the allotment of rights, or other matter provided by law. If no record date has been so fixed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, then such record date shall be the close of business on the day next preceding the day on which notice of the meeting is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date has been so fixed for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     The Board of Directors may close the books of the Corporation against transfer of shares during the whole or any part of the period commencing with the record date and continuing until completion of the meeting (including all adjournments thereof) or the transaction to which the record date pertains.

     In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by ARTICLE I, Section 8 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporation action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OTHER PERSONS

     SECTION 1. INDEMNIFICATION. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or

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investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation.

     SECTION 2. PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses of directors and executive officers of the Corporation, and may pay the expenses of all other officers, employees or agents of the Corporation, incurred in defending any proceeding, in advance of its final disposition, PROVIDED, however, that the payment of expenses incurred by a director, officer, employee or agent in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director, officer, employee or agent to repay all amounts advanced if it should be ultimately determined that the director, officer, employee or agent is not entitled to be indemnified under this Article VII or otherwise.

     SECTION 3. CLAIMS. If a claim for indemnification or payment of expenses under this Article VII is not paid in full within sixty days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

     SECTION 4. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Article VII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     SECTION 5. OTHER INDEMNIFICATION. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, enterprise or nonprofit entity, shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

     SECTION 6. INSURANCE. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, trustee, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan), against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

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     SECTION 7. AMENDMENT OR REPEAL. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VIII

AMENDMENT

     These By-laws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting or written consent in lieu thereof in accordance with these By-laws.

ARTICLE IX

MISCELLANEOUS

     SECTION 1. NOTICES. Except as otherwise provided herein or as required by law, any notices required to be delivered pursuant to these By-laws shall be in writing and shall be effectively given by hand delivery to the recipient thereof, by depositing such notice in the U.S. mails, postage pre-paid, or by sending such notice by pre-paid telegram or mailgram addressed to the recipient at his last known address on the books of the Corporation. The time when such notice is received, if hand delivered, or the time when such notice is dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

     A written waiver of any notice, signed by the person entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. With respect to the waiver of notice of any meeting, neither the business nor the purpose of the meeting need be specified the waiver.

     SECTION 2. CORPORATE SEAL. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of such seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

     SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith on the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees or the committees of the Board of Directors, or by any other person as to matters which such director or

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committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

     SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be as fixed by the Board of Directors.

     SECTION 5. TIME PERIODS. In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.”

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EX-31.A

Exhibit 31(a)

CERTIFICATIONS

I, William L. Stakelin, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the registrant and have:

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005
	/s/ William L. Stakelin
	Chief Executive Officer and
	President

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EX-31.B

Exhibit 31(b)

CERTIFICATIONS

I, Anthony A. Vasconcellos, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the registrant and have:

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarterly period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005
	/s/ Anthony A. Vasconcellos
	Chief Financial Officer and
	Executive Vice President

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EX-32.A

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Regent Communications, Inc. (the “Registrant”) on Form 10-Q for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William L. Stakelin, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	/s/ William L. Stakelin
	William L. Stakelin
	Chief Executive Officer
November 9, 2005

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EX-32.B

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Regent Communications, Inc. (the “Registrant”) on Form 10-Q for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony A. Vasconcellos, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	/s/ Anthony A. Vasconcellos
	Anthony A. Vasconcellos
	Chief Financial Officer
November 9, 2005

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