11-K 1 l32274ae11vk.htm REGENT COMMUNICATIONS, INC. 11-K Regent Communications, Inc. 11-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
     
þ   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2007
or
     
o   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                    
Commission file number 0-15392
REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
 
(Full title of the Plan)
Regent Communications, Inc.
2000 Fifth Third Center
511 Walnut Street
Cincinnati, OH 45202
(Name of Issuer of the securities held pursuant
to the Plan and address of its principal executive office)
 
 

 


 

REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
INDEX
         
    Page  
    Number  
Required Information:      
    3  
 
       
Financial Statements:
       
 
       
    4  
 
       
    5  
 
       
    6  
 
       
Additional Information: *
       
 
       
    13  
 
       
    14  
 
       
    15  
 
       
Exhibits:
       
 
       
23.1 Consent of Independent Registered Public Accounting Firm
       
 EX-23.1
 
*   Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
Regent Communications, Inc. 401(k) Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits of the Regent Communications, Inc. 401(k) Profit Sharing Plan (“Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in the net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United State of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets (held at end of year) as of December 31, 2007, (2) reportable transactions for the year ended December 31, 2007, and (3) delinquent participant contributions for the year ended December 31, 2007 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 30, 2008

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 2007 and 2006
                 
    December 31,  
    2007     2006  
ASSETS:
               
 
               
Investments (See Note 3)
  $ 10,807,668     $ 9,518,550  
 
               
Receivables:
               
Participant contributions
    45,247       42,219  
Employer contributions
    122,321       109,870  
 
           
Total receivables
    167,568       152,089  
 
           
 
               
Net assets available for benefits
  $ 10,975,236     $ 9,670,639  
 
           
The accompanying notes are an integral part of these financial statements.

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 2007
         
    For the Year Ended  
    December 31,  
    2007  
Additions:
       
 
       
Additions to net assets attributed to:
       
Investment income:
       
Net depreciation in fair value of investments (See Note 3)
  $ ( 413,477 )
Dividends and interest
    563,622  
Less investment expenses
    2,661  
 
     
Total investment income
    147,484  
 
     
 
       
Contributions:
       
Participant contributions
    1,409,083  
Employer contributions, net of forfeitures
    509,943  
 
     
Total contributions
    1,919,026  
 
     
 
       
Total additions
    2,066,510  
 
       
Deductions:
       
 
       
Benefits paid to participants
    761,913  
 
     
 
       
Net increase
    1,304,597  
 
       
Net assets available for benefits:
       
Beginning of year
    9,670,639  
 
     
 
       
End of year
  $ 10,975,236  
 
     
The accompanying notes are an integral part of these financial statements.

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1.   DESCRIPTION OF PLAN
The following description of the Regent Communications, Inc. 401(k) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan provisions.
  a.   General- The Plan is a defined contribution plan covering all employees (other than non-resident aliens, foreign aliens temporarily residing in the United Sates, and employees who are clerks, interns, co-op students or employed for the sole purpose of completing a specified project of limited duration) of Regent Communications, Inc. (the “Company”) and its affiliates, who have at least one year of service with at least 1,000 hours of service and are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
  b.   Contributions- Eligible participants may elect to have a percentage of their pre-tax annual compensation, as defined in the Plan, contributed to the Plan, subject to IRS limits. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. These amounts are included in participant contributions in the Statement of Changes in Net Assets Available for Benefits. Participants direct the investment of their contributions into various investment options offered by the Plan. The Company matches 50 percent of the first six percent of compensation that a participant contributes to the Plan. The Company matching contribution is invested directly in Regent Communications, Inc. common stock. At their discretion, participants may later direct the investment of matching contributions among other investment options made available through the Plan. The Company may, at its discretion, make additional contributions to the Plan.
 
  c.   Participant Accounts- Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution, (b) Plan earnings, and (c) certain administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
      Participants may change their investment allocation elections daily and may change their contribution percentage on a monthly basis.
 
  d.   Vesting- Participants are vested immediately in their contributions plus actual earnings thereon. Participants vest in a percentage of Company contributions plus actual earnings thereon as follows:
         
Years of Credited Vesting Service   Vesting Percentage
Less than two years
    0 %
Two but less than three years
    33.3 %
Three but less than four years
    66.6 %
Four or more years
    100 %

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
  e.   Participant Loans- Participants who are actively employed may borrow from their fund accounts a minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Participants shall pay all loan fees and interest. All loans must be adequately secured, and participants shall use up to one-half of their vested account balance in the Plan as collateral. The loans bear interest at prevailing rates charged by banks for loans which would be made under similar circumstances. Principal and interest are paid ratably through payroll deductions. Loans generally must be repaid within five years. Participant loans were $205,354 and $165,292 at December 31, 2007 and 2006, respectively.
 
  f.   Payment of Benefits- Distribution of a participant’s vested account balance is made in one lump sum payment to the participant, or their beneficiary, upon termination of employment, permanent disability, or death. Participant accounts that are vested and less than or equal to $1,000 will be automatically distributed to the participant. Participants whose accounts are vested and have a balance greater than $1,000 but less than or equal to $5,000 must elect in writing whether to receive the distribution directly or have it paid directly to an eligible retirement plan of their choice. If no written election is made, the Plan Administrator will distribute the funds in a direct rollover to an individual retirement plan of its choice. Participant accounts in excess of $5,000 will not be distributed to the participant before they attain age 65, without the written consent of the participant. Participants may apply for hardship withdrawals, subject to approval by the Plan Administrator. The contributions and earnings are taxable to the participants, subject to certain exceptions, upon withdrawal from the Plan.
 
  g.   Forfeitures- At December 31, 2007 and 2006, forfeited non-vested accounts totaled $5,636 and $5,910, respectively. These accounts may be used to reduce future employer contributions or may be used to pay administrative expenses of the Plan.
 
  h.   Plan Administration and Expenses- Certain administrative expenses of the Plan are paid by the Company. The Company is the Plan Administrator, and the Plan’s trustee is Fidelity Management Trust Company.
2.   SUMMARY OF ACCOUNTING POLICIES
  a.   Basis of Accounting- The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
  b.   Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
  c.   Investment Valuation and Income Recognition- The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Participant loans are valued at cost, which approximates fair value.

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
      Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses of investments sold during the year and the unrealized appreciation (depreciation) on those investments held at year end.
 
      Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis. They are reflected as a reduction of investment income.
 
  d.   Risks and Uncertainties- The investments are subject to market risk. The degree of market risk for individual funds varies based upon the applicable underlying assets, among other things. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of these investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
 
  e.   Payment of Benefits- Benefits are recorded in the period participants request distribution of payment.
 
  f.   Contributions- Employee contributions are recorded in the period during which the Company makes the payroll deductions from the participants’ compensation. Employer contributions generally are contributed in the quarter subsequent to the one in which the match is granted.
 
  g.   Excess Contributions Payable- The plan is required to return contributions received during the Plan year in excess of the Internal Revenue Code limits.
 
  h.   New Accounting Pronouncements- In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements.” SFAS 157 established a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the impact of adoption, if any, on the Plan’s net assets available for benefits and changes in net assets available for benefits.

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
3.   INVESTMENTS
The following presents investments that represent 5 percent or more of the Plan’s net assets:
                 
    December 31,
    2007   2006
**Fidelity Capital Appreciation Fund; 58,191 shares and 50,799 shares, respectively
  $ 1,557,183     $ 1,377,174  
**Fidelity Contrafund; 16,386 shares and 14,420 shares, respectively
    1,197,965       940,192  
**Fidelity Freedom 2020 Fund; 64,694 shares and 53,004 shares, respectively
    1,022,809       823,147  
**Fidelity International Discovery Fund; 44,604 shares and 40,987 shares, respectively
    1,921,535       1,554,235  
**Fidelity Large Cap Value Fund; 51,473 shares and 46,075 shares, respectively
    746,355       689,275  
**Fidelity U.S. Bond Index Fund; 79,041 shares and 72,263 shares, respectively
    860,757       784,772  
Spartan U.S. Equity Index Fund; 22,027 shares and 22,085 shares, respectively
    1,143,203       1,108,244  
**Regent Communications, Inc. common stock; 491,571 shares and 363,180 shares, respectively*
    757,214       1,027,857  
 
*   Nonparticipant-directed
 
**   Party-in-interest
During the year ended December 31, 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $413,477 as follows:
         
Mutual Funds
  $ 257,803  
Common Stock
    (671,280 )
 
     
Net depreciation in fair value of investments
  $ (413,477 )
 
     

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
4.   NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the change in nonparticipant-directed investments is as follows:
         
    Year Ended  
    December 31,  
    2007  
Changes in Investments:
       
Employee contributions
  $ 1,278  
Employer contributions
    480,833  
Change in employer receivable
    12,451  
Net depreciation
    (671,280 )
Benefits paid to participants
    (70,306 )
Transfers to participant-directed investments
    (23,072 )
Administrative fee
    (547 )
 
     
Net Change in Investments
    (270,643 )
Investments, Beginning of Year
    1,027,857  
 
     
Investments, End of Year
  $ 757,214  
 
     
5.   PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company reserves the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.
6.   TAX STATUS
The Plan obtained a determination letter dated May 6, 2003, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Effective as of November 1, 2005, the Company adopted a Fidelity non-standardized prototype document. On February 3, 2006, the Company requested a new tax determination letter from the Internal Revenue Service for the restated plan. The Internal Revenue Service responded with a letter stating that the Plan must be restated in its entirety and may reapply for a new tax determination letter by April 30, 2010. The Company is in the process of preparing for the restatement. The Company believes that the Plan is currently designed (subject to its pending restatement) and being operated in compliance with the applicable requirements of the Internal Revenue Code, except for certain administrative issues that were discovered by the Company. In order to prevent the Plan from incurring a qualification defect, the Plan’s sponsor will take the necessary corrective actions in accordance with the acceptable correction methods of the Employee Plans Compliance Resolution System (“EPCRS”). The Plan Sponsor is in the process of taking the necessary corrective steps, and as a result believes the Plan will maintain its tax-exempt status. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
7.   EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain investments of the Plan are shares of mutual funds managed by Fidelity Management Trust Company, trustee of the Plan. These transactions qualify as party-in-interest transactions. The Plan was charged for fees related to the management of these investments.
At December 31, 2007 and 2006, the Plan held 491,571 and 363,180 shares, respectively, of common stock of Regent Communications, Inc., the sponsoring employer, with a cost basis of $2,042,539 and $1,739,887, respectively.
8.   NONEXEMPT PARTY-IN-INTEREST TRANSACTION
The Company remitted April 5, 2007 participant contributions of $199 to the trustee on January 22, 2008, which was later than required by D.O.L. Regulation 2510.3-102. The Company plans to file Form 5330 with the Internal Revenue Service and pay the required excise tax on the transaction. In addition, the participant accounts will be credited with the amount of investment income which would have been earned had the participant contributions been remitted on a timely basis.
9.   PLAN AMENDMENTS
There were no amendments to the Plan adopted during the 2007 Plan year.
10.   RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2007:
         
    2007  
Net assets available for benefits per the financial statements
  $ 10,975,236  
Certain deemed distributions of participant loans and related interest
    (276 )
 
     
 
       
Net assets available for benefits per the Form 5500
  $ 10,974,960  
 
     
The following is a reconciliation of total investments at fair value per the financial statements to total investments per the Form 5500 Schedule of Assets (Held at End of Year) as of December 31, 2007:
         
    2007  
Total investments per the financial statements
  $ 10,807,668  
Certain deemed distributions of participant loans and related interest
    (276 )
 
     
 
       
Total investments (current value column) per Form 5500 Schedule of Assets (Held at End of Year)
  $ 10,807,392  
 
     

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 2007, the following is a reconciliation of net investment income per the financial statements to the Form 5500:
         
    2007  
Total net investment income per the financial statements
  $ 147,484  
Less interest on deemed distributions
    (16 )
Add investment expenses
    2,661  
 
     
 
       
Total earnings on investments per the Form 5500
  $ 150,129  
 
     
For the year ended December 31, 2007, the following is a reconciliation of distributions to participants per the financial statements to the Form 5500:
         
    2007  
Total distributions to participants per the financial statements
  $ (761,913 )
Add deemed distributions
    (260 )
 
     
 
       
Total distributions to participants per the Form 5500
  $ (762,173 )
 
     

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN (31-1492857, PN 001)
FORM 5500, SCHEDULE H, PART IV, LINE 4(i)
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
                         
    NUMBER             MARKET  
NAME OF ISSUER AND TITLE OF ISSUE   OF SHARES     COST     VALUE  
American Beacon Large Cap Value Fund- Plan Ahead Class
    2,990       * *   $ 66,950  
***Fidelity Capital Appreciation Fund
    58,191       * *     1,557,183  
***Fidelity Contrafund
    16,386       * *     1,197,965  
***Fidelity Freedom 2000 Fund
    388       * *     4,797  
***Fidelity Freedom 2005 Fund
    107       * *     1,260  
***Fidelity Freedom 2010 Fund
    1,101       * *     16,321  
***Fidelity Freedom 2015 Fund
    3,912       * *     48,786  
***Fidelity Freedom 2020 Fund
    64,694       * *     1,022,809  
***Fidelity Freedom 2025 Fund
    1,370       * *     18,058  
***Fidelity Freedom 2030 Fund
    7,292       * *     120,469  
***Fidelity Freedom 2035 Fund
    9,494       * *     129,878  
***Fidelity Freedom 2040 Fund
    3,872       * *     37,672  
***Fidelity Freedom 2045 Fund
    5       * *     54  
***Fidelity Freedom 2050 Fund
    25       * *     291  
***Fidelity Freedom Income Fund
    9       * *     108  
***Fidelity International Discovery Fund
    44,604       * *     1,921,535  
***Fidelity Large Cap Value Fund
    51,473       * *     746,355  
***Fidelity Retirement Money Market Portfolio
    336,680       * *     336,680  
***Fidelity Small Cap Stock Fund
    497       * *     8,671  
***Fidelity U.S. Bond Index Fund
    79,041       * *     860,757  
Legg Mason Value Trust Financial Intermediary
    6,269       * *     430,666  
Neuberger Berman International- Trust Class
    1,735       * *     39,978  
RS Partners
    2,577       * *     79,386  
Spartan U.S. Equity Index Fund
    22,027       * *     1,143,203  
Third Avenue Value Fund
    910       * *     55,268  
***Regent Communications, Inc. common stock*
    491,571     $ 2,042,539     757,214  
***Participant Loans (interest rates range from 6.00% to 9.25%)
          * *     205,078  
 
                     
Grand Total
                  $ 10,807,392  
 
                     
 
*   Nonparticipant-directed investment
 
**   This information is not required for participant-directed accounts.
 
***   Party-in-interest

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN (31-1492857, PN 001)
FORM 5500, SCHEDULE H, PART IV, LINE 4(j)
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2007

                                                 
                                    Current Value     Net  
                Identity of   Description of     Purchase     Selling     Cost of     of Asset on     Gain  
            Party Involved   Asset     Price     Price     Asset     Transaction Date     (Loss)  
 
SINGLE TRANSACTIONS
                                               
 
                                               
None.
                                               
 
                                               
SERIES TRANSACTIONS
                                               
                                         
*Regent Communications, Inc. common stock
  $ 493,284     $     $ 493,284     $ 493,284     $  
The above totals reflect the activity of 4 purchase transactions.
 
*   Party-in-interest

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REGENT COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN (31-1492857, PN001)
FORM 5500, SCHEDULE H, PART IV, QUESTION 4a
DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2007

                 
    Relationship to Plan,        
Identity of   Employer, or Other   Description of    
Party Involved   Party-in-Interest   Transaction   Amount
 
Regent Communications, Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period prescribed by D.O.L. Regulation 2510.3-102. The April 5, 2007 participant contributions were deposited on January 22, 2008.   $ 199  

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SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the Plan (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  REGENT COMMUNICATIONS, INC. 401(k)
PROFIT SHARING PLAN
 
 
Date: June 30, 2008  /s/ GINGER A. SCHERBARTH    
 
Ginger A. Scherbarth 
 
 
Director of Human Resources
Regent Communications, Inc. 
 

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