8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported)       November 6, 2007     

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

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

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

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

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

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

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

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

     On November 6, 2007, Regent Communications, Inc. (“Regent”) issued the press release attached hereto as Exhibit 99.1, which press release contains financial information about Regent’s third fiscal quarter ended September 30, 2007. The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated November 6, 2007 issued by Regent Communications, Inc.

SIGNATURES

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

Date: November 6, 2007	REGENT COMMUNICATIONS, INC.
	By:	/s/ ANTHONY A. VASCONCELLOS
		Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

REGENT COMMUNICATIONS REPORTS THIRD QUARTER 2007 RESULTS

Cincinnati, OH, November 6, 2007 — Regent Communications, Inc. (NASDAQ: RGCI) announced today financial results for the quarter and nine months ended September 30, 2007.

For the third quarter of 2007, net broadcast revenues increased 24.9% to $25.7 million from $20.6 million during the third quarter of 2006. For the same period, station operating expenses increased 18.3% to $16.2 million in 2007 from $13.7 million in 2006. The Company reported a net loss of $1.3 million for the quarter, or $0.03 per share loss, compared with reported net income of $0.8 million, or $0.02 per share, in the same period last year.

For the first nine months of 2007, net broadcast revenues increased 26.5% to $73.0 million compared to $57.7 million in the same period of 2006. For the same period, station operating expenses increased 19.9% to $47.8 million in 2007 from $39.9 million in 2006. The Company reported net income of $0.6 million for the first nine months of 2007, or $0.01 per share, compared with reported net income of $2.9 million, or $0.07 per share, in 2006.

“During the third quarter, we continued to execute on our strategic plan in a challenging environment,” said Bill Stakelin, President and CEO of Regent Communications. “Our station results from continuing operations were in line with our guidance. While we were impacted by industry-wide weak advertising demand, we made considerable progress in building our audience shares and advancing our digital initiatives. Our fully integrated web platform continues to take shape across our group as we build out our sites, train our sales teams and begin to cross promote our enhanced platform to our listeners. In line with our focus on maximizing our assets, we also recently entered into agreements to divest several non-core stations, including our smallest market cluster. The proceeds from these sales will strengthen our financial flexibility as we continue to invest in our content, promotion and digital infrastructure, with the goal of increasing the value of our portfolio to the benefit of our stockholders.”

Below are the Company’s condensed consolidated statements of operations prepared in accordance with generally accepted accounting principles (“GAAP”) (in thousands, except per share amounts).

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Broadcast revenues, net of agency commissions	$	25,729		$	20,606		$	72,973		$	57,669
Station operating expenses		16,194			13,686			47,788			39,857
Corporate general and administrative expenses		1,489			1,633			5,551			5,058
Activist defense costs		599			—			599			—
Depreciation and amortization		1,032			973			3,942			3,150
Loss on sale of stations		—			1,843						1,843
Gain on disposal of long-lived assets		(49	)		(4	)		(50	)		(29	)
Operating income		6,464			2,475			15,143			7,790
Interest expense		(4,283	)		(1,786	)		(12,630	)		(4,291	)
Realized gain and unrealized loss on derivative transactions		(3,728	)		—			(1,227	)		—
Other income (expense), net		36			(10	)		135			53
(Loss) income from continuing operations before income taxes		(1,511	)		679			1,421			3,552
Income tax benefit (expense)		160			(79	)		(1,039	)		(1,093	)
(Loss) income from continuing operations		(1,351	)		600			382			2,459
Income from discontinued operations, net of income tax		62			237			170			454
Net (loss) income		($1,289	)	$	837		$	552		$	2,913
Basic net (loss) income per common share:
(Loss) income from continuing operations		($0.03	)	$	0.01		$	0.01		$	0.06
Income from discontinued operations	$	0.00		$	0.01		$	0.00		$	0.01
Net (loss) income		($0.03	)	$	0.02		$	0.01		$	0.07
Diluted net (loss) income per common share:
(Loss) income from continuing operations		($0.03	)	$	0.01		$	0.01		$	0.06
Income from discontinued operations	$	0.00		$	0.01		$	0.00		$	0.01
Net (loss) income		($0.03	)	$	0.02		$	0.01		$	0.07
Common shares for basic calculation		38,342			39,021			38,277			40,375
Common shares for diluted calculation		38,342			39,027			38,305			40,379

Non-GAAP Financial Measures

Regent utilizes certain financial measures that are not calculated in accordance with GAAP to assess its financial performance. The non-GAAP performance and liquidity measures presented in this release are station operating income, same station net revenue, same station operating income, and free cash flow. Regent’s management believes these non-GAAP measures provide useful information to investors, as discussed in more detail below, regarding Regent’s financial condition and results of operations and liquidity; however, these measures should not be considered as an alternative to net broadcast revenue, operating income, net (loss) income, or cash provided by operating activities as an indicator of Regent’s performance or liquidity.

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Station operating income

     Third quarter 2007 station operating income increased 37.8% to $9.5 million from $6.9 million in the same period in 2006. For the nine months ended September 30, 2007, station operating income increased 41.4% to $25.2 million from $17.8 million reported for the same period in 2006.

     The Company believes that station operating income is a performance measure that helps investors better understand the financial health of our radio stations. Further, Regent and other media companies have traditionally been measured by analysts and other investors on their ability to generate station operating income. The following table reconciles operating income, which the Company believes is the most directly comparable GAAP financial measure, to station operating income (in thousands):

	Three Months Ended				Nine Months Ended
Station operating income	September 30,				September 30,
	2007		2006		2007		2006
Operating income	$	6,464	$	2,475	$	15,143	$	7,790
Plus:
Corporate general and administrative expenses		1,489		1,633		5,551		5,058
Activist defense costs		599		—		599		—
Loss on sale of stations		—		1,843		—		1,843
Depreciation and amortization		1,032		973		3,942		3,150
Less:
Gain on disposal of long-lived assets		49		4		50		29
Station operating income	$	9,535	$	6,920	$	25,185	$	17,812

Same station results

On a same station basis, which includes results from stations owned and operated in continuing operations during the entire third quarter for both the 2007 and 2006 periods and excludes barter, net broadcast revenue for the third quarter of 2007 decreased 0.8% to $19.6 million from $19.8 million in the third quarter of 2006. Same station operating income was up slightly in the third quarter of 2007 compared to the third quarter of 2006. The Company believes that a same station presentation is important to investors as it provides a measure of performance of radio stations that were owned and operated by Regent in the third quarter of 2006 as well as the current quarter, and eliminates the effect of acquisitions and dispositions on comparability. Additionally, the Company has excluded barter in this comparison as barter customarily results in volatility between quarters, although differences over the full year are not material. The following tables reconcile net broadcast revenue and operating income to same station net broadcast revenue and same station operating income (in thousands).

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	Three Months Ended
Same Station Net Broadcast Revenue	September 30,
	2007		2006
Net broadcast revenue	$	25,729	$	20,606
Add:
Less:
Net results of stations not included in same station category		5,223		39
Barter transactions		900		798
Same station net broadcast revenue	$	19,606	$	19,769

	Three Months Ended
Same Station Operating Income	September 30,
	2007			2006
Operating income	$	6,464		$	2,475
Plus:
Corporate general and administrative expenses		1,489			1,633
Activist defense costs		599			—
Loss on sale of stations		—			1,843
Depreciation and amortization		1,032			973
Less:
Gain on sale of long-lived assets		49			4
Station operating income		9,535			6,920
Adjustments:
Net results of stations not included in same station category		(2,530	)		101
Barter transactions		19			(27	)
Same station operating income	$	7,024		$	6,994

Free cash flow

Free cash flow is defined as net income plus depreciation, amortization, and other non-cash expenses, less maintenance capital expenditures and net gains on the sale of stations and disposal of long-lived assets. Free cash flow decreased 1.4% to $3.3 million in the third quarter of 2007, from $3.4 million in the third quarter of 2006. For the nine months ended September 30, 2007, free cash flow decreased 23.8% to $6.2 million in 2007 from $8.1 million in 2006. Free cash flow in the third quarter and year-to-date periods of 2007 were negatively impacted by approximately $0.6 million of shareholder activist costs, as well as increased interest rates and increased borrowings related to acquisitions in the fourth quarter of 2006. The Company believes that free cash flow is a liquidity measure that helps investors evaluate the ability of the Company to generate excess cash flow for investing and financing uses. The following table displays how the Company calculates free cash flow (in thousands).

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	Three Months Ended					Nine months ended
	September 30,					September
Free Cash Flow	2007			2006		2007		2006
Net (loss) income		($1,289	)	$	837	$	552	$	2,913
Add:
Depreciation and amortization (1)		1,054			1,019		4,033		3,458
Non-cash interest expense		134			92		419		276
Non-cash taxes expense (2)		—			214		1,110		1,352
Non -cash loss on sale of radio stations		—			1,843		—		1,843
Non-cash unrealized loss on derivatives		3,985			—		1,986		—
Other items, net (3)		202			217		744		695
Less:
Non cash tax benefit (2)		132			—		—		—
Maintenance capital expenditures		485			433		1,700		1,469
Digital upgrade capital expenditures		135			408		953		947
Free cash flow	$	3,334		$	3,381	$	6,191	$	8,121

(1)	Includes depreciation and amortization reclassified to discontinued operations
(2)	Includes taxes reclassified to discontinued operations
(3)	Includes: non-cash compensation; barter; and gain on the disposal of long-lived assets

The most directly comparable GAAP measure to free cash flow is net cash provided by operating activities. The following table reconciles net cash provided by operating activities to free cash flow (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Free Cash Flow	2007		2006		2007		2006
Net cash provided by operating activities	$	3,807	$	5,021	$	7,403	$	10,451
Less:
Changes in operating assets and liabilities		—		774		—		—
Bad debt expense		85		25		482		369
Plus:
Changes in operating assets and liabilities		232		—		1,923		455
Less:
Maintenance capital expenditures		485		433		1,700		1,469
Digital upgrade capital expenditures		135		408		953		947
Free cash flow	$	3,334	$	3,381	$	6,191	$	8,121

Selected Data

As of September 30, 2007, outstanding credit facility debt was approximately $211.1 million and cash was approximately $0.3 million. Total capital expenditures in the third quarter ended September 30, 2007 were approximately $0.6 million.

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Outlook

Regent has adopted a policy to provide guidance to investors regarding our financial prospects. The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. Regent undertakes no obligation to update these statements.

Regent projects fourth quarter 2007 reported consolidated net broadcast revenues and station operating income of approximately $24.6 to $25.0 million and $8.9 to $9.1 million, respectively. Regent expects earnings of approximately $0.03 per share. However, earnings are subject to non-cash volatility as a result of changes in the market value of our interest rate swaps which are marked to market each quarter. The following table reconciles projected operating income, which the Company believes is the most directly comparable GAAP measure, to station operating income (in millions):

	Three Months Ending
	12/31/2007
Station Operating Income	Guidance Range
	Lower		Upper
Operating income	$	5.9	$	6.1
Plus:
Corporate general and administrative expenses		1.9		1.9
Depreciation and amortization		1.1		1.1
Station operating income	$	8.9	$	9.1

The Company expects same station net broadcast revenue to be up in the low single digits for the fourth quarter of 2007 compared to the fourth quarter of 2006. The Company expects capital expenditures for the fourth quarter to be approximately $0.7 million, of which approximately $0.2 million is maintenance capital expenditures and approximately $0.5 million is related to consolidation capital expenditures pertaining to a facilities build-out in our Evansville market.

Teleconference

The Company will host a teleconference to discuss its third quarter results on Tuesday, November 6th at 9:00 a.m. Eastern Time. To access the teleconference, please dial 973-582-2734 ten minutes prior to the start time. The teleconference will also be available via live webcast on the Company’s website, located at www.regentcomm.com under Investor Relations. If you cannot listen to the teleconference at its scheduled time, there will be a replay available through Tuesday, November 13, 2007, which can be accessed by dialing 877-519-4471 (U.S.) or 973-341-3080 (Int’l), passcode 9337829. The webcast will also be archived on the Company’s website for 30 days.

Regent Communications is a radio broadcasting company focused on acquiring, developing and operating radio stations in mid-sized markets. Following completion of all announced transactions, Regent will own and operate 62 stations located in 13 markets. Regent Communications, Inc. shares are traded on the Nasdaq under the symbol “RGCI.”

This press release includes certain forward-looking statements with respect to Regent Communications, Inc. for which it claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties and include statements preceded by, followed by or that include words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project” and other similar expressions. Although Regent believes expectations reflected in these forward-looking statements are based on reasonable assumptions, such statements are influenced by financial position, business strategy, budgets, projected costs, and plans and objectives of management for future operations. Actual results and developments may differ materially from those conveyed in the forward-looking statements based on various factors including, but not limited to: changes in economic, business and market conditions affecting the radio broadcast industry, the markets in which we operate, and nationally; increased competition for attractive radio properties and advertising dollars; fluctuations in the cost of operating radio properties; the ability to manage growth; the ability to integrate these and other acquisitions; and changes in the regulatory climate affecting radio broadcast companies, including uncertainties surrounding recent Federal Communication Commission rules regarding broadcast ownership limits. Further information on other factors that could affect the financial results of Regent Communications, Inc. is included in Regent’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from Regent Communications, Inc.

Contact:
Tony Vasconcellos Executive Vice President and Chief Financial Officer Regent Communications, Inc. 859-292-0030	Dan Harris Brainerd Communicators, Inc. 212-986-6667

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