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| Regent Communications, Inc. |
| 50 East RiverCenter Boulevard, Suite 180, Covington, KY 41011 * (606) 292-0030 |
| Business Description | We are a radio broadcasting company focused on acquiring, developing and operating radio stations in small and mid-sized markets. |
| Offering Information Company has | |||
| Trading As | RGCI (NASNTL) | Industry | Telecommunications (SIC 4832) |
| Type of Stock Offered | Common Shares | Filing Date | 11/24/99 |
| Domestic Shares Offered | 16,000,000 | Offer Date | 1/24/00 |
| Foreign Shares Offered | 0 | Filing Range | $6.50 - $8.50 |
| Company Shares | 16,000,000 | Offer Price | $8.50 |
| Selling Shrhldrs Shares | 0 | Gross Spread | $0.595 |
| Gross Proceeds | $136,000,000 | Selling | $0.350 |
| Expenses | - - | Reallowance | $0.100 |
| Post-IPO Shares | 29,740,853 | Employees | 387 |
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| Prudential Securities Incorporated | Lead Manager | (212) 778-5420 |
| PrudentialSecurities.com | Co-manager |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | 9 Months Ending | ||||||
| Figures in U.S. millions except per share data | 12/31/96 | 12/31/97 | 12/31/98 | 9/30/98 | 9/30/99 | ||
| Revenues | - | - | 4.874 | 5.993 | 14.771 | 9.484 | 17.465 |
| Income from Oper. | - | - | 1.223 | 1.015 | -0.433 | -0.069 | -0.138 |
| Net Income | - | - | 0.279 | -0.363 | -3.290 | -2.092 | -2.481 |
| E.P.S | - | - | 1.160 | -1.510 | -42.670 | -33.500 | -26.910 |
| Revenue Growth (%) | - | - | 22.96 | 146.471 | 84.15 | ||
| Net Income Growth (%) | - | - | - | - | - | ||
| Oper. Profit Margin (%) | - | - | 25.09 | 16.94 | - | - | - |
| Net Profit Margin (%) | - | - | 5.72 | - | - | - | - |
| Cash Flow - Oper. | -0.39 | -0.55 | -1.38 | ||||
| Cash Flow - Inv. | -32.26 | -29.86 | -20.80 | ||||
| Cash Flow - Fin. | 32.59 | 30.27 | 23.83 | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 9/30/99 | Financial Ratios | ||||
| Total Assets | 89.14 | Current Assets | 15.91 | Current Ratio | 0.74 |
| Total Liab. | 104.68 | Current Liab. | 21.56 | Debt Ratio | 117.43% |
| Total Equity | -15.54 | Working Cap. | -5.65 | Debt to Equity Ratio | - |
| Cash | 2.13 | Return on Assets | - | ||
| Use Of Proceeds |
We intend to use the net proceeds from this offering, together with other funds and equity securities, as follows: to fund our pending acquisitions in Utica-Rome and Watertown, New York, El Paso, Texas and Chico, California; to pay in full our existing bank credit facility; to pay accumulated, unpaid dividends on all series of our convertible preferred stock; and to redeem our Series B convertible preferred stock. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Strauss & Troy |
| Bank's Law Firm | Shearman & Sterling |
| Registrar/Transfer Agent | Fifth Third Bank, OH |
| Auditor | Pricewaterhouse Coopers LLC |
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| Industry Competition |
The radio broadcasting industry is highly competitive. The success of each station depends largely upon audience ratings and its share of the overall advertising revenue within its market. Stations compete for listeners and advertising revenue directly with other radio stations within their respective markets. Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. Building a strong listener base consisting of a specific demographic group in a market enables an operator to attract advertisers seeking to reach those listeners. Companies that operate radio stations must be alert to the possibility of another station changing format to compete directly for listeners and advertisers. A station's decision to convert to a format similar to that of another radio station in the same geographic area may result in lower ratings and advertising revenue, increased promotion and other expenses and, consequently, lower broadcast cash flow. Factors that are material to a radio station's competitive position include management experience, the station's local audience rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations in the market area. Recent changes in FCC policies and rules permit increased ownership and operation of multiple local radio stations. Management believes that radio stations that elect to take advantage of joint arrangements such as local marketing agreements or joint sales agreements may in certain circumstances have lower operating costs and may be able to offer advertisers more attractive rates and services. Although the radio broadcasting industry is highly competitive, some barriers to entry exist. The operation of a radio broadcast station requires a license from the FCC, and the number of radio stations that can operate in a given market is limited by the availability of FM and AM radio frequencies allotted by the FCC to communities in that market, as well as by the FCC's multiple ownership rules regulating the number of stations that may be owned and controlled by a single entity. The FCC's multiple ownership rules have changed significantly as a result of the Telecommunications Act. For more information about FCC regulation and the provisions of the Telecommunications Act, see the discussion in the "Federal Regulation of Radio Broadcasting" section of this prospectus. Stations compete for advertising revenue 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 television systems, by satellite and by digital audio broadcasting. Digital audio broadcasting may deliver by satellite 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 create a new form of competition. The FCC has recently authorized spectrum for the use of a new technology, satellite digital audio radio services, to deliver audio programming. Digital audio radio services may provide a medium for the delivery by satellite or terrestrial means of multiple new audio programming formats to local and national audiences. It is not known at this time whether this digital technology also may be used in the future by existing radio broadcast stations either on existing or alternate broadcasting frequencies. There are proposals before the FCC to permit a new low power radio service that could open up opportunities for low cost neighborhood service on frequencies that would not interfere with existing stations. No FCC action has been taken on this proposal to date. The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information. A growing population and greater availability of radios, particularly car and portable radios, have contributed to this growth. |
| Principal Shareholders | ||
| Name of Shareholder | % Owned Before | % Owned After |
| Blue Chip Venture Company, Ltd. | 18.10 | |
| Waller-Sutton Media Partners, L.P. | 18.00 | |
| WPG Corporate Development Associates V, L.L.C. and affiliated fund | 17.60 | |
| Mesirow Capital Partners VII | 10.80 | |
| The Prudential Insurance Company of America | 7.00 | |
| General Electric Capital Corporation | 6.50 | |
| BMO Financial, Inc. | 6.00 | |
| River Cities Capital Fund Limited Partnership | 3.60 | |
| Note: represents ownership of 5% or more prior to the offering. | ||