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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2005



OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from              to



Commission file number 000-28395



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INTEREP NATIONAL RADIO SALES, INC.

(Exact Name of Registrant as Specified in Its Charter)



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|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|New York                                                      |  | 13-1865151                         
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|100 Park Avenue, New York, New York                           |  | 10017                              
|(Address of Principal Executive Offices)                      |  | (Zip Code)                         



(212) 916-0700

(Registrants Telephone Number, Including Area Code)



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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 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  x    No ̈



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



The number of shares of the registrants Common Stock outstanding as of the close of business on August 5, 2005, was 6,877,334 shares of Class A
Common Stock, and 4,418,542 shares of Class B Common Stock.



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PART I

FINANCIAL INFORMATION



Item 1.
FINANCIAL STATEMENTS



INTEREP NATIONAL RADIO SALES, INC.



CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)



|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                                                                    |  | June 30, 2005 |         |   | December 31, 2004 |  
|                                                                                                                                                                                                                                    |  | (unaudited)   |         |   |                   |  
|ASSETS                                                                                                                                                                                                                              |  |               |         |   |                   |   |         |  
|Current assets:                                                                                                                                                                                                                     |  |               |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                           |  | $             | 5,960   |   |                   | $ | 4,937   |  
|Receivables, less allowance for doubtful accounts of $763 and $770                                                                                                                                                                  |  |               | 20,822  |   |                   |   | 24,041  |  
|Representation contract buyouts receivable                                                                                                                                                                                          |  |               | 8,715   |   |                   |   | 1,987   |  
|Current portion of deferred representation contract costs                                                                                                                                                                           |  |               | 11,270  |   |                   |   | 13,364  |  
|Prepaid expenses and other current assets                                                                                                                                                                                           |  |               | 1,092   |   |                   |   | 1,284   |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|Total current assets                                                                                                                                                                                                                |  |               | 47,859  |   |                   |   | 45,613  |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|Fixed assets, net                                                                                                                                                                                                                   |  |               | 2,487   |   |                   |   | 3,114   |  
|Deferred representation contract costs                                                                                                                                                                                              |  |               | 25,617  |   |                   |   | 33,137  |  
|Representation contract buyouts receivable                                                                                                                                                                                          |  |               | 8,825   |   |                   |   | 3,336   |  
|Investments and other assets                                                                                                                                                                                                        |  |               | 5,640   |   |                   |   | 5,810   |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|                                                                                                                                                                                                                                    |  | $             | 90,428  |   |                   | $ | 91,010  |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|LIABILITIES AND CAPITAL DEFICIT                                                                                                                                                                                                     |  |               |         |   |                   |   |         |  
|Current liabilities:                                                                                                                                                                                                                |  |               |         |   |                   |   |         |  
|Accounts payable and accrued expenses                                                                                                                                                                                               |  | $             | 16,185  |   |                   | $ | 18,347  |  
|Accrued interest                                                                                                                                                                                                                    |  |               | 4,966   |   |                   |   | 4,950   |  
|Representation contract buyouts payable                                                                                                                                                                                             |  |               | 4,879   |   |                   |   | 5,630   |  
|Accrued employee-related liabilities                                                                                                                                                                                                |  |               | 3,168   |   |                   |   | 3,680   |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|Total current liabilities                                                                                                                                                                                                           |  |               | 29,198  |   |                   |   | 32,607  |  
|Long-term debt                                                                                                                                                                                                                      |  |               | 101,750 |   |                   |   | 99,000  |  
|Representation contract buyouts payable                                                                                                                                                                                             |  |               | 2,126   |   |                   |   | 2,537   |  
|Other noncurrent liabilities                                                                                                                                                                                                        |  |               | 2,165   |   |                   |   | 2,293   |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                                                                                   |  |               | 135,239 |   |                   |   | 136,437 |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|Capital deficit:                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|4% Series A cumulative convertible preferred stock, $0.01 par value400,000 shares authorized, 123,342 and 118,598 shares issued and
outstanding at June 30, 2005 and December 31, 2004) (aggregate liquidation preference$12,334) |  |               | 1       |   |                   |   | 1       |  
|Class A common stock, $0.01 par value20,000,000 shares authorized, 6,868,731 and 6,669,221 shares issued and outstanding at June 30,
2005 and December 31, 2004                                                                    |  |               | 69      |   |                   |   | 67      |  
|Class B common stock, $0.01 par value10,000,000 shares authorized, 4,427,145 and 4,626,655 shares issued and outstanding at June 30,
2005 and December 31, 2004, convertible into Class A common stock                             |  |               | 44      |   |                   |   | 46      |  
|Additional paid-in-capital                                                                                                                                                                                                          |  |               | 52,759  |   |                   |   | 52,525  |  
|Accumulated deficit                                                                                                                                                                                                                 |  |               | (97,684 | ) |                   |   | (98,066 | )
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|Total capital deficit                                                                                                                                                                                                               |  |               | (44,811 | ) |                   |   | (45,427 | )
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  
|                                                                                                                                                                                                                                    |  | $             | 90,428  |   |                   | $ | 91,010  |  
|                                                                                                                                                                                                                                    |  |               |         |   |                   |   |         |  



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



2



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INTEREP NATIONAL RADIO SALES, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | -------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                  |  | For the Three MonthsEnded June 30, |        |   | For the Six MonthsEnded June 30, |  
|                                                                                  |  | 2005                               |        |   | 2004                             |   |        | 2005 |  |   | 2004   |  
|Commission revenues                                                               |  | $                                  | 21,718 |   |                                  | $ | 20,632 |      |  | $ | 39,165 |   |  | $ | 37,521  |  
|Contract termination revenue                                                      |  |                                    | 13,189 |   |                                  |   | 928    |      |  |   | 13,415 |   |  |   | 1,164   |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Total revenues                                                                    |  |                                    | 34,907 |   |                                  |   | 21,560 |      |  |   | 52,580 |   |  |   | 38,685  |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Operating expenses:                                                               |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Selling expenses                                                                  |  |                                    | 16,367 |   |                                  |   | 16,004 |      |  |   | 30,289 |   |  |   | 30,650  |  
|General and administrative expenses                                               |  |                                    | 2,910  |   |                                  |   | 3,949  |      |  |   | 5,722  |   |  |   | 7,396   |  
|Depreciation and amortization expense                                             |  |                                    | 7,082  |   |                                  |   | 4,916  |      |  |   | 11,059 |   |  |   | 10,216  |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Total operating expenses                                                          |  |                                    | 26,359 |   |                                  |   | 24,869 |      |  |   | 47,070 |   |  |   | 48,262  |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Operating income (loss)                                                           |  |                                    | 8,548  |   |                                  |   | (3,309 | )    |  |   | 5,510  |   |  |   | (9,577  | )
|Income on equity investment                                                       |  |                                    | (89    | ) |                                  |   |       |      |  |   | (166   | ) |  |   |        |  
|Interest expense, net                                                             |  |                                    | 2,588  |   |                                  |   | 2,660  |      |  |   | 5,153  |   |  |   | 5,318   |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Income (loss) before provision for income taxes                                   |  |                                    | 6,049  |   |                                  |   | (5,969 | )    |  |   | 523    |   |  |   | (14,895 | )
|Provision for income taxes                                                        |  |                                    | 37     |   |                                  |   | 28     |      |  |   | 141    |   |  |   | 192     |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Net income (loss)                                                                 |  |                                    | 6,012  |   |                                  |   | (5,997 | )    |  |   | 382    |   |  |   | (15,087 | )
|Preferred stock dividend                                                          |  |                                    | 121    |   |                                  |   | 117    |      |  |   | 240    |   |  |   | 231     |  
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Net income (loss) applicable to common shareholders                               |  | $                                  | 5,891  |   |                                  | $ | (6,114 | )    |  | $ | 142    |   |  | $ | (15,318 | )
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  
|Basic and fully diluted income (loss) per share applicable to common shareholders |  | $                                  | 0.52   |   |                                  | $ | (0.59  | )    |  | $ | 0.01   |   |  | $ | (1.48   | )
|                                                                                  |  |                                    |        |   |                                  |   |        |      |  |   |        |   |  |   |         |  



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



3



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INTEREP NATIONAL RADIO SALES, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                |  |                                  |         |   |      |   |         |  
|------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                |  | For the Six MonthsEnded June 30, |        
|                                                                                |  | 2005                             |         |   | 2004 |  
|Cash flows from operating activities:                                           |  |                                  |         |   |      |   |         |  
|Net income (loss)                                                               |  | $                                | 382     |   |      | $ | (15,087 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                  |         |   |      |   |         |  
|Depreciation and amortization                                                   |  |                                  | 11,059  |   |      |   | 10,216  |  
|Income on equity investment                                                     |  |                                  | (166    | ) |      |   |        |  
|Changes in assets and liabilities:                                              |  |                                  |         |   |      |   |         |  
|Receivables                                                                     |  |                                  | 3,219   |   |      |   | 8,128   |  
|Representation contract buyouts receivable                                      |  |                                  | (12,217 | ) |      |   | (821    | )
|Prepaid expenses and other current assets                                       |  |                                  | 192     |   |      |   | 88      |  
|Other noncurrent assets                                                         |  |                                  | (8      | ) |      |   | (119    | )
|Accounts payable and accrued expenses                                           |  |                                  | (1,793  | ) |      |   | 909     |  
|Accrued interest                                                                |  |                                  | 16      |   |      |   | 24      |  
|Accrued employee-related liabilities                                            |  |                                  | (512    | ) |      |   | (804    | )
|Other noncurrent liabilities                                                    |  |                                  | (128    | ) |      |   | (923    | )
|                                                                                |  |                                  |         |   |      |   |         |  
|Net cash provided by operating activities                                       |  |                                  | 44      |   |      |   | 1,611   |  
|                                                                                |  |                                  |         |   |      |   |         |  
|Cash flows from investing activities:                                           |  |                                  |         |   |      |   |         |  
|Additions to fixed assets                                                       |  |                                  | (328    | ) |      |   | (608    | )
|Increase in other investments                                                   |  |                                  |        |   |      |   | (5      | )
|                                                                                |  |                                  |         |   |      |   |         |  
|Net cash used in investing activities                                           |  |                                  | (328    | ) |      |   | (613    | )
|                                                                                |  |                                  |         |   |      |   |         |  
|Cash flows from financing activities:                                           |  |                                  |         |   |      |   |         |  
|Station representation contract payments                                        |  |                                  | (1,443  | ) |      |   | (3,170  | )
|Gross borrowings on credit facility                                             |  |                                  | 15,500  |   |      |   | 14,500  |  
|Gross repayments on credit facility                                             |  |                                  | (12,750 | ) |      |   | (13,500 | )
|Class B common stock to be issued                                               |  |                                  |        |   |      |   | 1,081   |  
|                                                                                |  |                                  |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                             |  |                                  | 1,307   |   |      |   | (1,089  | )
|                                                                                |  |                                  |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                            |  |                                  | 1,023   |   |      |   | (91     | )
|Cash and cash equivalents, beginning of period                                  |  |                                  | 4,937   |   |      |   | 7,661   |  
|                                                                                |  |                                  |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                        |  | $                                | 5,960   |   |      | $ | 7,570   |  
|                                                                                |  |                                  |         |   |      |   |         |  
|Supplemental disclosures of cash flow information:                              |  |                                  |         |   |      |   |         |  
|Cash paid during the period for:                                                |  |                                  |         |   |      |   |         |  
|Interest                                                                        |  | $                                | 4,964   |   |      | $ | 5,112   |  
|Income taxes                                                                    |  |                                  | 141     |   |      |   | 192     |  
|Non-cash investing and financing activities:                                    |  |                                  |         |   |      |   |         |  
|Station representation contracts acquired                                       |  | $                                | 384     |   |      | $ | 1,943   |  
|Preferred stock dividend                                                        |  |                                  | 240     |   |      |   | 231     |  



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



4



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share information)



1. Summary of Significant Accounting Policies



Principles of Consolidation



The consolidated
financial statements include the accounts of Interep National Radio Sales, Inc., together with its subsidiaries (collectively, we or us), and have been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.
All significant intercompany transactions and balances have been eliminated.



The consolidated financial statements as of June 30, 2005 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the results for the periods presented. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Consolidated Financial Statements for the year ended
December 31, 2004, which are available upon request, at our website, www.interep.com, or at the Securities and Exchange Commission website, www.sec.gov. Due to the seasonal nature of our business, the results of operations for the
interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2005.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.



Allowance for
doubtful accounts



We provide an allowance for doubtful
accounts equal to our estimated uncollectible accounts receivable. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customers trade accounts
receivable.



Revenue Recognition



We are a national representation firm serving radio broadcast clients and
certain internet service providers throughout the United States. Commission revenues are derived from sales of advertising time for radio stations under representation contracts. Commissions and fees are recognized in the month the advertisement is
broadcast. In connection with our unwired network business, we collect fees for unwired network radio advertising and, after deducting our commissions, remit the fees to the respective radio stations. In instances when we are not legally obligated
to pay a station or service provider until the corresponding receivable is paid, fees payable to stations have been offset against the related receivable from advertising agencies in the accompanying consolidated balance sheets. We record all
commission revenues on a net basis. Commissions are recognized based on the standard broadcast calendar that ends on the last Sunday in each reporting period. The broadcast calendars for the three and six months ended June 30, 2005 and 2004 both had
13 and 26 weeks.



5



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



Representation Contract Termination Revenue and Contract Acquisition Costs



Our station representation contracts have stated initial terms, and
thereafter usually renew automatically from year to year unless either party provides written notice of termination at least twelve months prior to the next automatic renewal date. In accordance with industry practice, in lieu of termination, an
arrangement is normally made for the purchase of such contracts by a successor representative firm. The purchase price paid by the successor representation firm is generally based upon historic commission income projected over the remaining contract
period plus two months. Income earned from the sale of station representation contracts (contract termination revenue) is recognized on the effective date of the buyout agreement. Costs of obtaining station representation contracts are deferred and
amortized over the life of the new contract. Such amortization is included in the accompanying consolidated statements of operations as a component of depreciation and amortization expense. Amounts which are to be amortized during the next year are
included as current assets in the accompanying consolidated balance sheets. We review the realizability of these deferred costs on a quarterly basis. From time to time, we have paid inducements to extend the life of contracts with our radio groups.
These inducement payments are recorded as deferred costs and expensed in the period benefited.



In the second quarter of 2005, we recorded approximately $13,100 of contract termination revenue related to Cumulus Broadcastings termination of its representation contract with us in May 2005. We also wrote-off
$3,253 of deferred contract acquisition costs related to the Cumulus contract termination, which is reflected in depreciation and amortization.



Income (Loss) Per Share



Basic income (loss) per share applicable to common shareholders for each of the respective periods has been computed by dividing the net income (loss) by
the weighted average number of common shares outstanding during the period, amounting to 11,295,876 and 10,420,091 for the three months ended June 30, 2005 and 2004 and 11,295,876 and 10,334,125 for the six months ended June 30, 2005 and 2004.
Diluted income (loss) per share would reflect the potential dilution that could occur if the outstanding options to purchase common stock were exercised. For the purposes of determining diluted income (loss) per share applicable to common
shareholders for the three and six months ended June 30, 2005, 3,866 shares and 28,481 shares have been assumed to be converted. For the three and six months ended June 30, 2004, the exercise of outstanding options would have an antidilutive effect
and therefore have been excluded from the calculation. Shares issuable under options that have not been included in the fully diluted income (loss) per share calculation because of their antidilutive effect were 5,429,851 and 5,149,267 for the three
months ended June 30, 2005 and 2004 and 5,405,236 and 5,149,267, for the six months ended June 30, 2005 and 2004.



Restructuring and Severance Charges



During 2003, we offered early retirement to certain employees and executives, to reduce compensation costs. During 2004, we accrued $232 for additional
terminations. We recorded this liability at fair value as of the time the liability was incurred. At December 31, 2004, the accompanying consolidated balance sheet includes the accrual relating to the restructuring program of $1,082. During 2005, we
accrued an additional $1,937 for 4 additional terminations and paid approximately $1,455 of termination benefits, and also accreted approximately $85 of interest. As of June 30, 2005, the remaining accrual was $1,649, of which $1,435 is included in
accrued employee related liabilities and $214 is included in other noncurrent liabilities.



6



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



Stock-Based Compensation



We have elected to continue to account for our employee stock-based compensation plan using the intrinsic value method, as
prescribed by APB No. 25 Accounting for Stock Issued to Employees and interpretations thereof (collectively APB 25) versus the fair value method allowed by SFAS No. 123. We have implemented the disclosure provision of SFAS No. 148,
Accounting for Stock-Based CompensationTransition and Disclosure. This statement amended the disclosure provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No.
123, Accounting for Stock Based Compensation, to require prominent disclosure of the effect on reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation and amended APB
Opinion No. 28, Interim Financial Reporting, to require disclosure of those effects in interim financial information. Accordingly, no compensation cost has been recognized in the accompanying Consolidated Statements of Operations for the quarters
ended June 30, 2005 and 2004 in respect of stock options granted during those periods. See Note 3 to Consolidated Financial Statements for further discussion of our accounting for stock-based compensation plans. Had compensation cost for these
options been determined consistent with SFAS No. 123 and SFAS No. 148, our net loss applicable to common shareholders, basic and diluted loss per share would have been as follows:



|                                                                                                                                            |  |              |       |   |              |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----- | - | ------------ | - | ------- | -
|                                                                                                                                            |  | June 30,2005 |       |   | June 30,2004 |  
|Net income (loss) applicable to common shareholders, as reported                                                                            |  | $            | 142   |   |              | $ | (15,318 | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |              | (403  | ) |              |   | (398    | )
|                                                                                                                                            |  |              |       |   |              |   |         |  
|Pro forma net loss                                                                                                                          |  | $            | (261  | ) |              | $ | (15,716 | )
|                                                                                                                                            |  |              |       |   |              |   |         |  
|                                                                                                                                            |  |             
|Income (loss) per share:                                                                                                                    |  |              |       |   |              |   |         |  
|Basic and dilutedas reported                                                                                                               |  | $            | 0.01  |   |              | $ | (1.48   | )
|Basic and dilutedpro forma                                                                                                                 |  | $            | (0.02 | ) |              | $ | (1.52   | )



Pro forma information
regarding net income and earnings per share, as presented in Note 1, is required by SFAS No. 123, as amended by SFAS No. 148, and has been determined as if we had accounted for our employee stock options under the fair value method of SFAS No. 123
as of its effective date. The weighted averaged fair value for options was estimated at the dates of grant using the Black-Scholes option-pricing model to be $0.38 and $1.18 for the six months ended June 30, 2005 and 2004, with the following
weighted average assumptions: risk free interest rate of 3.25% for the six months ended June 30, 2005 and 2004; expected volatility factors of 120% and 107% for six months ended June 30, 2005 and 2004; expected dividend yield of 0% for the six
months ended June 30, 2005 and 2004; and estimated option lives of 5 years for the six months ended June 30, 2005 and 2004.



In December 2004 the FASB issued SFAS No. 123R, Share-based Payment (SFAS No. 123(R)). The provisions of the new standard were scheduled to go
into effect for all interim or annual periods beginning after June 15, 2005. SFAS No. 123(R) requires that compensation cost for all share-based employee payments be recognized in the statement of operations based on grant date fair values of the
awards, adjusted to reflect actual forfeitures and the outcome of certain other conditions. The fair value is generally not re-measured, except in limited circumstances, or if the award is subsequently modified. The statement will require us to
estimate the fair value of stock-based awards and recognize expense in the statement of operations as the related services are provided.



7



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



In March 2005, the U.S. Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 107 (SAB 107) which expresses views of the SEC staff regarding the application of SFAS No.123(R). Among other things, SAB 107 provides interpretive guidance related to the interaction between SFAS No. 123(R) and certain SEC
rules and regulations, as well as the SEC staffs views regarding the valuation of share-based payment arrangements for public companies. On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates of SFAS
No. 123(R). The new rule allows companies to implement SFAS No. 123(R) at the beginning of their next fiscal year.



We will adopt the provisions of the SFAS No. 123(R) as of the beginning of the year ending December 31, 2006. Adoption of the standard may have a material
impact on the results of operations in future periods. However, the impact of adoption will depend on levels of share-based payments granted in the future. Our estimate for 2006 is an approximate $800 increase in compensation expense based upon
options outstanding at June 30, 2005.



Leasehold Improvements



In the fourth quarter of 2004, we renewed the lease on
our New York City office space for an additional 15 years. As part of the lease, the landlord is to reimburse us for leasehold improvements made to the property. We expect to substantially complete these improvements in the third quarter of 2005.
The reimbursement will be capitalized as leasehold improvements and will be amortized over the remaining term of the lease. We recognize rent expense on a straight-line basis over the term of the lease, taking into account scheduled rent increases,
rent abatement and leasehold improvement allowances, such as the one described above.



Reclassification



Certain reclassifications
have been made to prior period financial statements to conform to the current periods presentation.



2. New Accounting Pronouncements



In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. This statement applies to all voluntary changes in
accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. We will adopt SFAS No. 154 at January 1, 2006 and do not anticipate any material change to our operating results.



3. Stock-Based Employee Compensation



We follow APB 25 and related Interpretations in accounting for our employee
stock options. Under APB 25, because the exercise price of our employee stock options equals the market price of the underlying stock on the date of grant, generally no compensation expense is recognized.



On March 29, 2005, we granted 15,000 options to five Directors and Officers
at an exercise price of $0.46, which was the fair market value per share of our Class A Common Stock at the date of grant as quoted on the OTC Bulletin Board. On April 27, 2005, we granted 200,000 options to an executive at an exercise price of
$0.51, which was 110% of the fair market value on the date of grant. On January 5, 2004, we granted 50,000 options to an executive at an exercise price of $1.50, which was the fair market value at the date of grant. On March 12, 2004, we



8



---

INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



granted 20,000 options, 10,000 each to two employees, at an exercise price of $2.25, which was the fair market value at the date of grant. On April 15, 2004,
we granted 25,000 options to an executive at an exercise price of $2.09, which was the fair market value at the date of grant. These options vest over a three-year period, except for the 200,000 options which were granted on April 27, 2005. Those
options vested on the date of grant.



On April 27, 2005, we
reduced the exercise price of certain stock options held by one of our executives. The original exercise prices and number of shares were as follows: 626,880 shares at $3.80 per share; 1,253,759 shares at $4.02 per share; 52,240 shares at $4.20 per
share and 125,000 at $2.81 per share. The price per share was reduced to $0.69 per share, which represented 150% of the $0.46 per share closing price of our Class A Common Stock on April 27, 2005. The termination date of these options was changed to
December 31, 2015. In accordance with generally accepted accounting principles, we have adopted variable plan accounting for these options from the date of the repricing. At June 30, 2005, the price of the stock had dropped below the repriced level;
accordingly, no compensation expense was required as of such date.



4.
Capital Deficit



In May 2002, we amended our certificate
of incorporation for the purpose of establishing a series of preferred stock referred to as the Series A Convertible Preferred Stock (the Series A Stock), with the authorization to issue up to 400,000 shares. The Series A Stock has a
face value of $100 per share and a liquidation preference in such amount in priority over our Class A and Class B common stock. Each share of the Series A Stock may be converted at the option of the holder at any time into 25 shares of Class A
common stock at an initial conversion price of $4.00 per share (subject to anti-dilution adjustments). If the market price of our Class A common stock is $8.00 or more for 30 consecutive trading days, the Series A Stock will automatically be
converted into shares of Class A common stock at the then applicable conversion price. The Series A Stock bears a 4% annual cumulative dividend that may be paid in cash or in kind (in additional shares of the Series A Stock) at our discretion. We
have to date paid, and expect to pay for the foreseeable future, all such dividends in kind. Holders of shares of the Series A Stock vote on an as converted basis, together with the holders of Class A and Class B common stock. During
2002, we completed a series of private placements to issue 110,000 units for an aggregate purchase price of $11,000. Each unit consists of one share of Series A Stock and 6.25 warrants to acquire an equal number of shares of Class A common stock.
The warrants are exercisable at any time from the date of grant and expire five years from the date of grant. We allocated the net proceeds of approximately $10,230 from the sale of Series A Stock between the convertible preferred stock and the
warrants, both of which are classified in additional paid in capital. We incurred approximately $770 in legal and other costs directly related to the private placements. A stock dividend for the Series A Stock in the amount of 4,744 and 4,561 shares
was paid as of May 1, 2005 and 2004.



On June 30, 2004, the
Interep Stock Growth Plan (SGP) paid us $537 to purchase 365,223 shares of Class B common stock. In March 2004, the SGP paid us $544 to purchase 238,759 shares of Class B common stock, which were not issued until the second quarter of
2004. The shares were issued at the current fair market value on the date of purchase. During 2005, no shares have been purchased by the SGP.



5. Long-Term Debt



Long-term debt at June 30, 2005 was comprised of $99,000 in 10.0% Senior Subordinated Notes due July 1, 2008 (the Notes) and $2,750 of the
$10,000 senior secured revolving credit facility, as described below.



The Notes are general unsecured obligations of the Company, and the indenture for the Notes provides, among other things, restrictions on incurring additional indebtedness, payment of dividends, repurchase of equity



9



---

INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



interests (as defined), creation of liens (as defined), transactions with affiliates (as defined), sales of assets or certain mergers and consolidations.
Management believes that we are in compliance with these covenants. The Notes bear interest at the rate of 10.0% per annum, payable semiannually on January 1 and July 1. The Notes are subject to redemption at the option of the Company, in whole or
in part. All of our subsidiaries are guarantors of the Notes. Each guarantee is full, unconditional and joint and several with the other guarantees. We have no other assets or operations separate from our investment in the subsidiaries.



We capitalized $4,689 of costs incurred in the offering of the Notes which
is being amortized over the ten year life of the Notes. At June 30, 2005, the remaining balance is $1,403.



In September 2003, we entered into a $10,000 senior secured revolving credit facility with Commerce Bank, N.A. to replace our $10,000 senior secured term
loan facility with an institutional lender. In July 2005 we amended our revolving credit facility in certain respects (the Amendment). The revolving credit facility enables us to efficiently manage our cash as we may borrow, repay and
re-borrow funds as needed. The revolving credit facility had an initial term of three years, which was extended by 15 months pursuant to the Amendment. The credit facility is secured by a first priority lien on all of our and our subsidiaries
property and assets, tangible and intangible. Interest is payable monthly on the borrowings at rates based on either a prime rate or LIBOR, plus a premium of 1% for prime rate borrowings, and 4% for LIBOR borrowings. In addition to covenants similar
to those in the indenture governing the Notes, the credit facility requires, among other things, that we (i) maintain certain 12-month trailing Operating EBITDA levels (Operating EBITDA was defined in the Loan and Security Agreement,
prior to the Amendment as, for any period: (a) the Companys consolidated net income (loss), plus (b) all taxes on income plus state and local franchise and corporate taxes paid by the Company and any of its subsidiaries plus (c) all interest
expense deducted in determining such net income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e)
severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h) contract termination revenue); (ii) have a certain minimum accounts receivable balance as of the end of each quarter; (iii) have
not less than $200,000 of representation contract value (as defined) as of the end of each quarter; and (iv) have not less than $2,000 of cash and cash equivalents as of the end of each quarter. Management believes that we are in compliance with
these covenants. We incurred approximately $500 in legal and other costs directly related to the revolving credit facility, which are being amortized as interest expense over the life of the facility. Substantially all of our subsidiaries, jointly,
severally and unconditionally guarantee the revolving credit facility.



The Amendment was entered into on July 21, 2005. The principal change effected by the Amendment was to extend the term of our revolving credit facility from September 25, 2006 through December 31, 2007. The Amendment also revised certain of
the financial covenants to more appropriately reflect our current business operations. It also revised the definition of Operating EBITDA as for any period: (a) Net Income (Loss), plus (b) all taxes on income plus state and local
franchise and corporation taxes paid by the Borrower and any of its Subsidiaries plus (c) all interest expense deducted in determining such Net Income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without
limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h) Contract Termination Revenue, but
plus Contract Termination Revenue received in cash and (i) less Contract Acquisition Payments, in each case for such period, in each case in connection with Borrower and its Subsidiaries, on a consolidated basis.



10



---

INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



6. Commitments and Contingencies



We are involved in various legal actions from time to time arising in the normal course of business. In the opinion of
management, there are no matters outstanding that would have a material adverse effect on the consolidated financial position or results of our operations.



We maintain some of our cash in bank deposit accounts, money market funds and certificates of deposits, which at June 30, 2005 exceeded federally insured
limits by approximately $4,800. These accounts are maintained in high credit quality financial institutions in order to reduce the risk of potential losses. We have not experienced any losses in these accounts.



11



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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS



The following discussion should be read in conjunction with our Consolidated Financial Statements, including the notes
thereto, included elsewhere in this Report.



Throughout this
Quarterly Report, when we refer to Interep or the Company, we refer collectively to Interep National Radio Sales, Inc. and all of our subsidiaries unless the context indicates otherwise or as otherwise noted.



Important Note Regarding Forward Looking Statements



Some of the statements made in this Quarterly Report are
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not statements of historical fact, but instead represent our belief about future events. In some cases, you can
identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts,
potential, continue, or the negative of these terms or other comparable terminology. These statements are based on many assumptions and involve known and unknown risks and uncertainties that are inherently uncertain and
beyond our control. These risks and uncertainties may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements.
Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should review the factors noted in Managements Discussion
and Analysis of Financial Condition and Results of OperationCertain Factors That May Affect Our Results of Operations below for a discussion of some of the things that could cause actual results to differ from those expressed in our
forward-looking statements.



Overview



We derive a substantial majority of our revenues from commissions on sales
of national spot radio advertising airtime for the radio stations we represent. Generally, advertising agencies or media buying services retained by advertisers purchase national spot advertising time. We receive commissions from our client radio
stations based on the national spot radio advertising billings of the station, net of agency commissions, generally 15%. We enter into written representation contracts with our clients, which include negotiated commission rates. Because commissions
are based on the prices paid to radio stations for spots, our revenue base is essentially adjusted for inflation.



Our operating results generally depend on:



| |  |  | changes in advertising expenditures;
| | - |  | ------------------------------------



| |  |  | increases and decreases in the size of the total national spot radio advertising market;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | changes in our share of this market;
| | - |  | ------------------------------------



| |  |  | acquisitions and terminations of representation contracts; and
| | - |  | --------------------------------------------------------------



| |  |  | operating expense levels.
| | - |  | -------------------------



The effect of these factors on our financial condition and results of operations varies from period to period.



A number of factors influence the performance of the national spot radio
advertising market, including, but not limited to, general economic conditions, consumer attitudes and spending patterns, the amount spent on advertising generally, the share of total advertising spent on radio and the share of total radio
advertising represented by national spot radio.



12



---

Our share of the national spot advertising market changes as a result of increases and decreases in the
amount of national spot advertising broadcast by our clients. Moreover, our market share increases as we acquire representation contracts with new client stations and decreases if current client representation contracts are terminated. Thus, our
ability to attract new clients and to retain existing clients affects our market share.



The value of representation contracts that have been acquired or terminated during the last few years has tended to increase due to a number of factors, including the consolidation of ownership in the radio broadcast
industry following the passage of the Telecommunications Act of 1996. In the period following that legislation, we increased our representation contract acquisition activity and devoted a significant amount of our resources to these acquisitions. We
base our decisions to acquire a representation contract on the market share opportunity presented and an analysis of the costs and net benefits to be derived. We continuously seek opportunities to acquire additional representation contracts on
attractive terms, while maintaining our current clients. Our ability to acquire and maintain representation contracts has had, and will continue to have, a significant impact on our revenues and cash flows.



We recognize revenues on a contract termination as of the effective date of
the termination, except in the case of a material dispute. In that event, revenue is recognized when the dispute is resolved. When a contract is terminated, we write off in full the unamortized portion, if any, of the cost we originally incurred on
our acquisition of the contract. When we enter into a representation contract with a new client, we amortize the contract acquisition cost in equal monthly installments over the life of the new contract. As a result, our operating income is
affected, negatively or positively, by the acquisition or loss of client stations. We are unable to forecast any trends in contract buyout activity, or in the amount of revenues or expenses that will likely be associated with buyouts during a
particular period. Generally, the amount of revenue resulting from the buyout of a representation contract depends on the length of the remaining term of the contract and the revenue generated under the contract during the 12-month trailing
period preceding the date of termination. The amount recognized by us as contract termination revenue in any period is not, however, indicative of contract termination revenue that may be realized in any future period. Historically, the level
of buyout activity has varied from period to period. Additionally, the length of the remaining terms, and the commission revenue generation, of the contracts which are terminated in any period vary to a considerable extent. Accordingly, while buyout
activity and the size of buyout payments generally increased after 1996, their impact on our revenues and income is expected to be uncertain, due to the variables of contract length and commission generation.



Similar to radio representation, we sell advertising on behalf of Internet
website clients. Revenues and expenses from this portion of our business are affected generally by the level of advertising on the Internet, and the portion of that advertising that we can direct to our clients websites, the prices obtained
for advertising on the Internet and our ability to obtain contracts from high-traffic Internet websites and from Internet advertisers.



Our selling and corporate expense levels are dependent on management decisions regarding operating and staffing levels and inflation. Selling expenses
represent all costs associated with our marketing, sales and sales support functions. Corporate expenses include items such as corporate management, corporate communications, financial services, advertising and promotion expenses and employee
benefit plan contributions.



Our business generally follows the
pattern of advertising expenditures. It is seasonal to the extent that radio advertising spending increases during the fourth calendar quarter in connection with the Christmas season and tends to be weaker during the first calendar quarter. Radio
advertising also generally increases during the second and third quarters due to holiday-related advertising, school vacations and back-to-school sales. Additionally, radio tends to experience increases in the amount of advertising revenues as a
result of special events such as political election campaigns. Furthermore, the level of advertising revenues of radio stations, and therefore our level of revenues, is susceptible to prevailing general and local economic conditions and the
corresponding increases or decreases in the budgets of advertisers, as well as market conditions and trends affecting advertising expenditures in specific industries.



13



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Results of Operations



Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004



Commission revenues. Commission revenues for the second quarter of 2005 increased to $21.7 million from $20.6 million
for the second quarter of 2004, or approximately 5.3%. This $1.1 million increase was primarily due to the recent improvement in national spot advertising generally.



Contract termination revenue. Contract termination revenue in the second quarter of 2005 increased by $12.3 million,
to $13.2 million from $0.9 million in the second quarter of 2004. Most of this increase was attributable to the termination by Cumulus Broadcasting Inc. of its representation contract with us in May 2005.



Selling expenses. Selling expenses for the second quarter of 2005
increased to $16.4 million from $16.0 million in the second quarter of 2004. This increase of $0.4 million, or approximately 2.3%, was, in large part, due to the costs associated with severance programs related to cost cutting measures taken in the
second quarter 2005, offset in part by the termination of certain special promotion programs that affected 2004 and lower compensations costs in 2005 as compared to 2004.



General and administrative expenses. General and administrative expenses of $2.9 million for the second quarter of
2005 decreased $1.0 million, or 26.3%, from $3.9 million for the second quarter of 2004 primarily due to the non-recurrence of legal expenses relating to the Citadel litigation in 2004 and lower compensation costs as compared to 2004.



Operating income before depreciation and amortization. Operating
income before depreciation and amortization increased by $14.0 million for the second quarter of 2005 to $15.6 million, from $1.6 million for the second quarter of 2004, for the reasons discussed above. Operating income before depreciation and
amortization is not a measure of performance calculated in accordance with GAAP and should not be considered in isolation from or as a substitute for operating income (loss), net income (loss), cash flow or other GAAP measurements. We believe it is
useful in evaluating our performance, in addition to the GAAP data presented, as it is commonly used by lenders and the investment community to evaluate the performance of companies in our business.



Reconciliation of net income (loss) applicable to common shareholders to operating income
before depreciation and amortization



|                                                      |  |                        |        |   |              |   |        |  
|----------------------------------------------------- |  | ---------------------- | ------ | - | ------------ | - | ------ | -
|                                                      |  | June 30,2005           |        |   | June 30,2004 |  
|                                                      |  | (dollars in thousands) |       
|Net income (loss) applicable to common shareholders   |  | $                      | 5,891  |   |              | $ | (6,114 | )
|Add back:                                             |  |                        |        |   |              |   |        |  
|Depreciation and amortization                         |  |                        | 7,082  |   |              |   | 4,916  |  
|Preferred stock dividend                              |  |                        | 121    |   |              |   | 117    |  
|Tax provision                                         |  |                        | 37     |   |              |   | 28     |  
|Other income                                          |  |                        | (89    | ) |              |   |       |  
|Interest expense, net                                 |  |                        | 2,588  |   |              |   | 2,660  |  
|                                                      |  |                        |        |   |              |   |        |  
|Operating income before depreciation and amortization |  | $                      | 15,630 |   |              | $ | 1,607  |  
|                                                      |  |                        |        |   |              |   |        |  



Depreciation and
amortization expense. Depreciation and amortization expense increased $2.2 million, or 44.1%, during the second quarter of 2005, to $7.1 million from $4.9 million in the second quarter of 2004. This increase was substantially the result of the
$3.3 million write-off of deferred representation contract costs related to the termination of the Cumulus representation contract, which was offset by lower contract acquisition cost amortization.



14



---

Operating income (loss). For the second quarter of 2005, we had $8.5 million of operating income
as compared to an operating loss of $3.3 million for the second quarter of 2004, for the reasons discussed above.



Interest expense, net. Interest expense, net, decreased $0.1 million, or 2.7%, to $2.6 million for the second quarter of 2005, from $2.7 million
for the second quarter of 2004. This decrease primarily resulted from a lower balance on our revolving credit facility than in the prior period.



Provision for income taxes. Our current and deferred income taxes, and associated valuation allowances, are affected by events and transactions
arising in the normal course of business as well as in connection with special and non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and
realization of deferred income tax assets and the timing of income tax payments. Actual collections and payments may differ from these estimates as a result of changes in tax laws as well as unanticipated future transactions affecting related income
tax balances. The provision for income taxes for the second quarter of 2005 and 2004 was less than $0.1 million.



Preferred stock dividend.We accrued $0.1 million for preferred stock dividends in the second quarter of 2005 and 2004. All dividends are paid in
additional shares of preferred stock and not in cash.



Net
income (loss) applicable to common shareholders. We had net income applicable to common shareholders of $5.9 million for the second quarter of 2005 as compared to a net loss applicable to common shareholders of $6.1 million for the second
quarter of 2004, a positive change of $12.0 million, for the reasons discussed above.



Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004



Commission revenues. Commission revenues for the first six months of 2005 increased to $39.2 million from $37.5 million for the first six months of
2004, or approximately 4.4%. This $1.7 million increase was primarily due to the recent improvement in national spot advertising generally.



Contract termination revenue. Contract termination revenue in the first six months of 2005 increased by $12.2 million to $13.4 million from $1.2
million in the first six months of 2004. Most of this increase was attributable to the termination by Cumulus Broadcasting Inc. of its representation contract with us in May 2005.



Selling expenses. Selling expenses for the first six months of 2005 decreased to $30.3 million from $30.7 million in
the first six months of 2004. This decrease of $0.4 million, or approximately 1.2%, was, in large part, due to the costs associated with severance programs related to cost cutting measures taken in the second quarter 2005, offset in part by the
termination of certain special promotion programs that affected 2004 and lower compensations costs in 2005 as compared to 2004.



General and administrative expenses. General and administrative expenses of $5.7 million for the first six months of 2005 decreased $1.7 million,
or 22.6%, from $7.4 million for the first six months of 2004 primarily due to the non-recurrence of legal expenses relating to the Citadel litigation in 2004 and lower compensation costs.



Operating income before depreciation and amortization. Operating income before depreciation and amortization
increased by $15.9 million for the first six months of 2005 to $16.5 million, from $0.6 million for the first six months of 2004, for the reasons discussed above.



15



---

Reconciliation of net income (loss) applicable to common shareholders to operating income before depreciation and
amortization



|                                                      |  |                        |        |   |              |   |         |  
|----------------------------------------------------- |  | ---------------------- | ------ | - | ------------ | - | ------- | -
|                                                      |  | June 30,2005           |        |   | June 30,2004 |  
|                                                      |  | (dollars in thousands) |       
|Net income (loss) applicable to common shareholders   |  | $                      | 142    |   |              | $ | (15,318 | )
|Add back:                                             |  |                        |        |   |              |   |         |  
|Depreciation and amortization                         |  |                        | 11,059 |   |              |   | 10,216  |  
|Preferred stock dividend                              |  |                        | 240    |   |              |   | 231     |  
|Tax provision                                         |  |                        | 141    |   |              |   | 192     |  
|Other income                                          |  |                        | (166   | ) |              |   |        |  
|Interest expense, net                                 |  |                        | 5,153  |   |              |   | 5,318   |  
|                                                      |  |                        |        |   |              |   |         |  
|Operating income before depreciation and amortization |  | $                      | 16,569 |   |              | $ | 639     |  
|                                                      |  |                        |        |   |              |   |         |  



Depreciation and
amortization expense. Depreciation and amortization expense increased $0.8 million, or 8.3%, during the first six months of 2005, to $11.0 million from $10.2 million in the first six months of 2004. This increase was substantially the result of
the $3.3 million write-off of deferred representation contract costs related to the termination of the Cumulus representation contract, which was offset by lower contract acquisition cost amortization.



Operating income (loss). For the first six months of 2005, we had $5.5
million of operating income as compared to an operating loss of $9.6 million for same period of 2004, for the reasons discussed above.



Interest expense, net. Interest expense, net, decreased $0.2 million, or 3.1%, to $5.1 million for the first six months of 2005, from $5.3 million
for the first six months of 2004. This decrease primarily resulted from a lower balance on our revolving credit facility than in the prior period.



Provision for income taxes. Our current and deferred income taxes, and associated valuation allowances, are affected by events and transactions
arising in the normal course of business as well as in connection with special and non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and
realization of deferred income tax assets and the timing of income tax payments. Actual collections and payments may differ from these estimates as a result of changes in tax laws as well as unanticipated future transactions affecting related income
tax balances. The provision for income taxes for the first six months of 2005 was $0.1 million and for the first six months of 2004 was $0.2 million.



Preferred stock dividend.We accrued $0.2 million for preferred stock dividends in the first six months of 2005 and 2004. All dividends are paid in
additional shares of preferred stock and not in cash.



Net
income (loss) applicable to common shareholders. We had net income applicable to common shareholders of $0.1 million for the first six months of 2005 as compared to a net loss applicable to common shareholders of $15.3 million for comparable
period of 2004, a positive change of $15.4 million, for the reasons discussed above.



Liquidity and Capital Resources



Our cash
requirements have been primarily funded by cash provided from operations and financing transactions. At June 30, 2005, we had cash and cash equivalents of $6.0 million and working capital of $18.7 million and $7.2 million available under our credit
facility.



Cash provided by operating activities during the
first six months of 2005 was less than $0.1 million, as compared to $1.6 million during the first six months of 2004. This fluctuation was primarily attributable to changes in working capital components.



16



---

Net cash used in investing activities is attributable to capital expenditures. Net cash used in investing
activities during the first six months of 2005 and 2004 were $0.3 million and $0.6 million. The payments made in 2005 and 2004 include $0.1 million and $0.3 million, which was capitalized in 2003.



Cash provided by financing activities of $1.3 million during the first six
months of 2005 consisted of $15.5 million of gross repayments on the credit facility offset by $12.8 million of gross borrowings and offset by $1.4 million in payments on representation contract acquisitions. Cash used for financing activities of
$1.1 million during the first six months of 2004 consisted of $3.2 million in payments on representation contract acquisitions and $13.5 million of gross repayments on the credit facility offset by $14.5 million of gross borrowings. Further we
received $1.1 million for the Class B common stock issued to our SGP.



In general, as we acquire new representation contracts, we use more cash and, as our contracts are terminated, we receive additional cash. For the reasons noted above in Overview, we are not able to predict the amount of cash we
will require for contract acquisitions, or the cash we will receive on contract terminations, from period to period.



We do not have any written options on financial assets, nor do we have any special purpose entities. We have not guaranteed any obligations of our
unconsolidated investments.



Our Senior Subordinated Notes were
issued under an indenture that limits our ability to engage in various activities. Among other things, we are generally not able to pay any dividends to our shareholders, other than dividends payable in shares of common stock; we can only incur
additional indebtedness under limited circumstances, and certain types of mergers, asset sales and changes of control either are not permitted or permit the note holders to demand immediate redemption of their Senior Subordinated Notes.



Our Senior Subordinated Notes are redeemable by us. If certain events
occurred which would be deemed to involve a change of control under the indenture, we would be required to offer to repurchase all of the Senior Subordinated Notes at a price equal to 101% of their aggregate principal, plus unpaid interest.



In September 2003, we entered into a $10 million senior
secured revolving credit facility with Commerce Bank, N.A. to replace our $10 million senior secured term loan facility with an institutional lender. In July 2005 we amended our revolving credit facility in certain respects (the
Amendment). The revolving credit facility enables us to efficiently manage our cash as we may borrow, repay and re-borrow funds as needed. The revolving credit facility had an initial term of three years, which was extended by 15 months
pursuant to the Amendment. The credit facility is secured by a first priority lien on all of our and our subsidiaries property and assets, tangible and intangible. Interest is payable monthly on the borrowings at rates based on either a prime
rate or LIBOR, plus a premium of 1% for prime rate borrowings, and 4% for LIBOR borrowings. In addition to covenants similar to those in the indenture governing the Notes, the credit facility requires, among other things, that we (i) maintain
certain 12-month trailing Operating EBITDA levels (Operating EBITDA was defined in the Loan and Security Agreement, prior to the Amendment as, for any period: (a) the Companys consolidated net income (loss), plus (b) all taxes on
income plus state and local franchise and corporate taxes paid by the Company and any of its subsidiaries plus (c) all interest expense deducted in determining such net income, plus (d) all depreciation and amortization expense and other non-cash
charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h)
contract termination revenue); (ii) have a certain minimum accounts receivable balance as of the end of each quarter; (iii) have not less than $200 million of representation contract value (as defined) as of the end of each quarter; and (iv) have
not less than $2 million of cash and cash equivalents as of the end of each quarter. Management believes that we are in compliance with these covenants. We incurred approximately $0.5 million in legal and other costs directly related to the
revolving credit facility, which are being amortized as interest expense over the life of the facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the revolving credit facility. At June 30, 2005, we had
$2.75 million outstanding under our revolving credit facility.



17



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The Amendment was entered into on July 21, 2005. The principal change effected by the Amendment was to
extend the term of our revolving credit facility from September 25, 2006 through December 31, 2007. The Amendment also revised certain of the financial covenants to more appropriately reflect our current business operations. It also revised the
definition of Operating EBITDA as for any period: (a) Net Income (Loss), plus (b) all taxes on income plus state and local franchise and corporation taxes paid by the Borrower and any of its Subsidiaries plus (c) all interest expense
deducted in determining such Net Income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs
expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h) Contract Termination Revenue, but plus Contract Termination Revenue received in cash and (i) less Contract Acquisition Payments, in each case
for such period, in each case in connection with Borrower and its Subsidiaries, on a consolidated basis.



We believe that the liquidity resulting from the transactions described above, together with anticipated cash from continuing operations, should be
sufficient to fund our operations and anticipated needs for required representation contract acquisition payments, and to make the required 10% annual interest payments on the Senior Subordinated Notes, as well as the monthly interest payments under
our senior secured revolving loan facility, for at least the next 12 months. We may not, however, generate sufficient cash flow for these purposes or to repay the notes at maturity.



Our ability to fund our operations and required contract acquisition payments and to make scheduled principal and interest
payments will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may also need to refinance all or a portion
of the Senior Subordinated Notes on or prior to maturity. There can be no assurance that we will be able to effect any such refinancing on commercially reasonable terms, if at all.



During 2004 and 2005, we implemented various cost savings measures, including the termination of several employees. Our
liquidity and cash flows will be positively affected by these reductions. It is anticipated that our operations over the long term will further benefit from these terminations as well as the other material cost savings measures such as lease
renegotiations and reductions in consulting, which were implemented in 2004 and 2005.



Certain Factors That May Affect Our Results of Operations



The following factors are some, but not all, of the variables that may have an impact on our results of operations:



| |  |  | Changes in the ownership of our radio station clients, in the demand for radio advertising, in our expenses, in the types of services offered by our competitors, and in general
economic factors may adversely affect our ability to generate the same levels of revenue and operating results.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Advertising tends to be seasonal in nature as advertisers typically spend less on radio advertising during the first calendar quarter.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Terrorism, the military action in Iraq and other geopolitical situations have caused uncertainty. While the ongoing consequences of these events remain unclear, we believe that they
have likely had an adverse effect on general economic conditions, consumer confidence, advertising and the media industry and may continue to do so in the future.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The termination of a representation contract will increase our results of operations for the fiscal quarter in which the termination occurs due to the termination payments that are
usually required to be paid, but will negatively affect our results in later quarters due to the loss of commission revenues. Hence, our results of operations on a quarterly basis are not predictable and are subject to significant fluctuations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We depend heavily on our key personnel, including our Chief Executive Officer, Ralph C. Guild, and our President and Chief Operating Officer, George E. Pine, and our inability to
retain them could adversely affect our business.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18



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| |  |  | We rely on a limited number of clients for a significant portion of our revenues.
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Our significant indebtedness may burden our operations, which could make us more vulnerable to general adverse economic and industry conditions, make it more difficult to obtain
additional financing when needed, reduce our cash flow from operations to make payments of principal and interest and make it more difficult to react to changes in our business and industry.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We may need additional financing for our future capital needs, which may not be available on favorable terms, if at all.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Competition could harm our business. Our only significant competitor is Katz Radio Group, Inc., which is a subsidiary of a major radio station group that has significantly greater
financial and other resources than do we. In addition, radio must compete for a share of advertisers total advertising budgets with other advertising media such as television, cable, print, outdoor advertising and the Internet.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Critical Accounting Policies



Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial
statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2004 Annual Report on Form 10-K, filed on April 15, 2005, in the Notes to the Consolidated Financial
Statements, Note 1, and the Critical Accounting Policies section of Item 7 of Part II.



Contractual Obligations and Other Commercial Commitments



|                                    |  |                        |       |                |   |           |  |           |      |                 |   |       |  |   |     
|----------------------------------- |  | ---------------------- | ----- | -------------- | - | --------- |  | --------- | ---- | --------------- | - | ----- |  | - | ----
|                                    |  | Payments Due by Period
|                                    |  | Total                  |       | Remainder 2005 |   | 2006-2007 |  | 2008-2009 |      | 2010-Thereafter
|                                    |  | (Dollars in Millions) 
|Long term debt                      |  | $                      | 101.8 |                | $ |          |  | $         | 2.8  |                 | $ | 99.0  |  | $ |    
|Operating leases                    |  |                        | 42.4  |                |   | 2.3       |  |           | 8.4  |                 |   | 6.6   |  |   | 25.1
|Interest expense                    |  |                        | 29.7  |                |   |          |  |           | 19.8 |                 |   | 9.9   |  |   |    
|Annual fees for accounting services |  |                        | 21.6  |                |   | 2.0       |  |           | 8.4  |                 |   | 9.2   |  |   | 2.0 
|Representation contract buyouts     |  |                        | 7.0   |                |   | 4.4       |  |           | 1.9  |                 |   | 0.5   |  |   | 0.2 
|                                    |  |                        |       |                |   |           |  |           |      |                 |   |       |  |   |     
|Total                               |  | $                      | 202.5 |                | $ | 8.7       |  | $         | 41.3 |                 | $ | 125.2 |  | $ | 27.3
|                                    |  |                        |       |                |   |           |  |           |      |                 |   |       |  |   |     



Item 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are exposed
to market risk from changes in interest rates that may adversely affect our results of operations and financial condition. We seek to minimize the risks from these interest rate fluctuations through our regular operating and financing activities.
Our policy is not to use financial instruments for trading or other speculative purposes. We are not currently a party to any financial instruments.



Because our obligation under the senior secured revolving credit facility bears interest at a variable rate, we are sensitive to changes in prevailing
interest rates. A one-point fluctuation in market rates would not have had a material impact on 2005 earnings to date.



19



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Item 4. CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, our management, under the supervision
of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(c) under that Act) as of the end
of the period covered by this quarterly report. Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2005.



(b) Changes in Internal Controls



There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our second quarter of 2005 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect,
our control over financial reporting.



20



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PART II



OTHER INFORMATION



Item 1. LEGAL PROCEEDINGS



We are involved in judicial and administrative proceedings from time to time concerning matters arising in connection with the conduct of our business. We
believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition or operations.



Item 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY

SECURITIES



None.



Item 3. DEFAULTS UPON SENIOR SECURITIES



None.



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



Item 5. OTHER INFORMATION



None.



21



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Item 6. EXHIBITS AND REPORTS ON FORM 8-K.



(A)Documents Filed as Part of this Report



|            |  |                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (filed herewith)                                                       
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 15d-14(a) (filed herewith)                                                       
|            | 
|32.1        |  | Certification pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b)) (furnished herewith)*

---

|* | The information furnished in Exhibit 32.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(B)Reports on Form 8-K



We have filed the following current reports on Form 8-K
during our second fiscal quarter:



|               |  |                     |  |                          
|-------------- |  | ------------------- |  | -------------------------
|Date of Report |  | Items Reported      |  | FinancialStatements Filed
|April 4, 2005  |  | Items 2.02 and 9.01 |  | No                       
|               |  |                    
|April 11, 2005 |  | Items 4.02 and 9.01 |  | Yes                      
|               |  |                    
|April 15, 2005 |  | Item 1.02           |  | No                       
|               |  |                    
|April 29, 2005 |  | Items 2.02 and 9.01 |  | No                       
|               |  |                    
|May 26, 2005   |  | Items 5.02 and 9.01 |  | No                       
|               |  |                    
|June 20, 2005  |  | Items 1.01 and 9.01 |  | No                       



22



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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, thereunto duly authorized in the City of New York, State of New York.



August 15, 2005



INTEREP NATIONAL RADIO SALES, INC.By:

/s/    WILLIAM J. MCENTEE,
JR.William J. McEntee, Jr.Senior Vice President andChief Financial Officer




23



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Exhibit Index



|            |  |                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (filed herewith)                                                       
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 15d-14(a) (filed herewith)                                                       
|            | 
|32.1        |  | Certification pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b)) (furnished herewith)*

---

|* | The information furnished in Exhibit 32.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------