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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, 2007

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 of Incorporation or Organization) |  | (I.R.S. Employer Identification 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  x

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

The number of shares of the registrants Common
Stock outstanding as of the close of business on August 9, 2007, was 7,630,661 shares of Class A Common Stock, and 3,665,215 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, 2007 |          |   | December 31, 2006 |  
|                                                                                                                                                                                                                                    |  | (unaudited)   |          |   |                   |  
|ASSETS                                                                                                                                                                                                                              |  |               |          |   |                   |   |          |  
|Current assets:                                                                                                                                                                                                                     |  |               |          |   |                   |   |          |  
|Cash                                                                                                                                                                                                                                |  | $             | 5,905    |   |                   | $ | 10,426   |  
|Receivables, less allowance for doubtful accounts of $526 and $580                                                                                                                                                                  |  |               | 18,623   |   |                   |   | 22,631   |  
|Representation contract buyouts receivable                                                                                                                                                                                          |  |               | 599      |   |                   |   | 7,054    |  
|Current portion of deferred representation contract costs                                                                                                                                                                           |  |               | 8,573    |   |                   |   | 8,654    |  
|Prepaid expenses and other current assets                                                                                                                                                                                           |  |               | 1,364    |   |                   |   | 1,257    |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|Total current assets                                                                                                                                                                                                                |  |               | 35,064   |   |                   |   | 50,022   |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|Fixed assets, net                                                                                                                                                                                                                   |  |               | 2,895    |   |                   |   | 3,170    |  
|Deferred representation contract costs                                                                                                                                                                                              |  |               | 13,009   |   |                   |   | 16,649   |  
|Representation contract buyouts receivable                                                                                                                                                                                          |  |               | 50       |   |                   |   | 47       |  
|Other assets                                                                                                                                                                                                                        |  |               | 3,312    |   |                   |   | 3,568    |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|                                                                                                                                                                                                                                    |  | $             | 54,330   |   |                   | $ | 73,456   |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|LIABILITIES AND CAPITAL DEFICIT                                                                                                                                                                                                     |  |               |          |   |                   |   |          |  
|Current liabilities:                                                                                                                                                                                                                |  |               |          |   |                   |   |          |  
|Accounts payable and accrued expenses                                                                                                                                                                                               |  | $             | 13,183   |   |                   | $ | 17,669   |  
|Accrued interest                                                                                                                                                                                                                    |  |               | 4,950    |   |                   |   | 4,950    |  
|Representation contract buyouts payable                                                                                                                                                                                             |  |               | 1,891    |   |                   |   | 1,758    |  
|Accrued employee-related liabilities                                                                                                                                                                                                |  |               | 4,276    |   |                   |   | 5,297    |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|Total current liabilities                                                                                                                                                                                                           |  |               | 24,300   |   |                   |   | 29,674   |  
|Long-term debt                                                                                                                                                                                                                      |  |               | 99,000   |   |                   |   | 99,000   |  
|Representation contract buyouts payable                                                                                                                                                                                             |  |               | 605      |   |                   |   | 697      |  
|Other noncurrent liabilities                                                                                                                                                                                                        |  |               | 10,411   |   |                   |   | 6,777    |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|Total liabilities                                                                                                                                                                                                                   |  |               | 134,316  |   |                   |   | 136,148  |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|Capital deficit:                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|4% Series A cumulative convertible preferred stock, $0.01 par value400,000 shares authorized, 133,407 and 128,276 shares issued and
outstanding at June 30, 2007 and December 31, 2006) (aggregate liquidation preference$13,341) |  |               | 1        |   |                   |   | 1        |  
|Class A common stock, $0.01 par value20,000,000 shares authorized, 7,622,909 and 7,347,262 shares issued and outstanding at
June 30, 2007 and December 31, 2006                                                                    |  |               | 76       |   |                   |   | 74       |  
|Class B common stock, $0.01 par value10,000,000 shares authorized, 3,672,967 and 3,948,614 shares issued and outstanding at
June 30, 2007 and December 31, 2006, convertible into Class A common stock                             |  |               | 37       |   |                   |   | 39       |  
|Additional paid-in-capital                                                                                                                                                                                                          |  |               | 52,983   |   |                   |   | 52,545   |  
|Accumulated deficit                                                                                                                                                                                                                 |  |               | (133,083 | ) |                   |   | (115,351 | )
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|Total capital deficit                                                                                                                                                                                                               |  |               | (79,986  | ) |                   |   | (62,692  | )
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  
|                                                                                                                                                                                                                                    |  | $             | 54,330   |   |                   | $ | 73,456   |  
|                                                                                                                                                                                                                                    |  |               |          |   |                   |   |          |  

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



1



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INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | --------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                  |  | For the Three Months Ended June 30, |         |   | For the Six Months Ended June 30, |  
|                                                                                  |  | 2007                                |         |   | 2006                              |   |        | 2007 |  |   | 2006    |  
|Commission revenues                                                               |  | $                                   | 16,122  |   |                                   | $ | 18,900 |      |  | $ | 29,478  |   |  | $ | 34,035  |  
|Contract termination revenue                                                      |  |                                     | 998     |   |                                   |   | 270    |      |  |   | 1,737   |   |  |   | 380     |  
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Total revenues                                                                    |  |                                     | 17,120  |   |                                   |   | 19,170 |      |  |   | 31,215  |   |  |   | 34,415  |  
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Operating expenses:                                                               |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Selling expenses                                                                  |  |                                     | 13,792  |   |                                   |   | 16,955 |      |  |   | 27,731  |   |  |   | 32,411  |  
|General and administrative expenses                                               |  |                                     | 8,670   |   |                                   |   | 3,260  |      |  |   | 10,938  |   |  |   | 6,042   |  
|Depreciation and amortization expense                                             |  |                                     | 2,668   |   |                                   |   | 3,248  |      |  |   | 5,117   |   |  |   | 6,795   |  
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                                                          |  |                                     | 25,130  |   |                                   |   | 23,463 |      |  |   | 43,786  |   |  |   | 45,248  |  
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Operating loss                                                                    |  |                                     | (8,010  | ) |                                   |   | (4,293 | )    |  |   | (12,571 | ) |  |   | (10,833 | )
|Gain on sale of investment                                                        |  |                                     |        |   |                                   |   | 7,965  |      |  |   |        |   |  |   | 7,965   |  
|Net undistributed earnings in equity investee                                     |  |                                     |        |   |                                   |   |       |      |  |   |        |   |  |   | 93      |  
|Interest expense, net                                                             |  |                                     | (2,567  | ) |                                   |   | (2,894 | )    |  |   | (5,111  | ) |  |   | (5,435  | )
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|(Loss) income before provision for income taxes                                   |  |                                     | (10,577 | ) |                                   |   | 778    |      |  |   | (17,682 | ) |  |   | (8,210  | )
|Benefit (provision) for income taxes                                              |  |                                     | 173     |   |                                   |   | (136   | )    |  |   | (50     | ) |  |   | (218    | )
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Net (loss) income                                                                 |  |                                     | (10,404 | ) |                                   |   | 642    |      |  |   | (17,732 | ) |  |   | (8,428  | )
|Preferred stock dividend                                                          |  |                                     | 132     |   |                                   |   | 127    |      |  |   | 260     |   |  |   | 250     |  
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Net (loss) income applicable to common shareholders                               |  | $                                   | (10,536 | ) |                                   | $ | 515    |      |  | $ | (17,992 | ) |  | $ | (8,678  | )
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  
|Basic and fully diluted (loss) income per share applicable to common shareholders |  | $                                   | (0.93   | ) |                                   | $ | 0.05   |      |  | $ | (1.59   | ) |  | $ | (0.77   | )
|                                                                                  |  |                                     |         |   |                                   |   |        |      |  |   |         |   |  |   |         |  

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 CASH FLOWS

(in thousands)

(unaudited)



|                                                                                           |  |                                   |         |   |      |   |        |  
|------------------------------------------------------------------------------------------ |  | --------------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                           |  | For the Six Months Ended June 30, |        
|                                                                                           |  | 2007                              |         |   | 2006 |  
|Cash flows from operating activities:                                                      |  |                                   |         |   |      |   |        |  
|Net loss                                                                                   |  | $                                 | (17,732 | ) |      | $ | (8,428 | )
|Adjustments to reconcile net loss to net cash (used in ) provided by operating activities: |  |                                   |         |   |      |   |        |  
|Depreciation and amortization                                                              |  |                                   | 5,117   |   |      |   | 6,795  |  
|Amortization of renewal payments                                                           |  |                                   | 921     |   |      |   | 219    |  
|Net undistributed earnings in equity investee                                              |  |                                   |        |   |      |   | (93    | )
|Gain on sale of investment                                                                 |  |                                   |        |   |      |   | (7,965 | )
|Non-cash compensation expense                                                              |  |                                   | 185     |   |      |   | 28     |  
|Changes in assets and liabilities:                                                         |  |                                   |         |   |      |   |        |  
|Receivables                                                                                |  |                                   | 4,008   |   |      |   | 3,066  |  
|Representation contract buyouts receivable                                                 |  |                                   | 6,452   |   |      |   | 16,932 |  
|Prepaid expenses and other current assets                                                  |  |                                   | (107    | ) |      |   | 418    |  
|Other noncurrent assets                                                                    |  |                                   | (53     | ) |      |   | (169   | )
|Accounts payable and accrued expenses                                                      |  |                                   | (4,233  | ) |      |   | (3,662 | )
|Accrued employee-related liabilities                                                       |  |                                   | (1,021  | ) |      |   | (2,028 | )
|Other noncurrent liabilities                                                               |  |                                   | 3,634   |   |      |   | 442    |  
|                                                                                           |  |                                   |         |   |      |   |        |  
|Net cash (used in) provided by operating activities                                        |  |                                   | (2,829  | ) |      |   | 5,555  |  
|                                                                                           |  |                                   |         |   |      |   |        |  
|Cash flows from investing activities:                                                      |  |                                   |         |   |      |   |        |  
|Additions to fixed assets                                                                  |  |                                   | (108    | ) |      |   | (177   | )
|Proceeds from sale of investment                                                           |  |                                   |        |   |      |   | 9,947  |  
|                                                                                           |  |                                   |         |   |      |   |        |  
|Net cash (used in) provided by investing activities                                        |  |                                   | (108    | ) |      |   | 9,770  |  
|                                                                                           |  |                                   |         |   |      |   |        |  
|Cash flows from financing activities:                                                      |  |                                   |         |   |      |   |        |  
|Station representation contract payments                                                   |  |                                   | (1,584  | ) |      |   | (3,890 | )
|Gross borrowings on credit facility                                                        |  |                                   |        |   |      |   | 7,549  |  
|Gross repayments on credit facility                                                        |  |                                   |        |   |      |   | (7,549 | )
|                                                                                           |  |                                   |         |   |      |   |        |  
|Net cash used in financing activities                                                      |  |                                   | (1,584  | ) |      |   | (3,890 | )
|                                                                                           |  |                                   |         |   |      |   |        |  
|Net (decrease) increase in cash and cash equivalents                                       |  |                                   | (4,521  | ) |      |   | 11,435 |  
|Cash and cash equivalents, beginning of period                                             |  |                                   | 10,426  |   |      |   | 6,928  |  
|                                                                                           |  |                                   |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                                   |  | $                                 | 5,905   |   |      | $ | 18,363 |  
|                                                                                           |  |                                   |         |   |      |   |        |  
|Supplemental disclosures of cash flow information:                                         |  |                                   |         |   |      |   |        |  
|Cash paid during the period for:                                                           |  |                                   |         |   |      |   |        |  
|Interest                                                                                   |  | $                                 | 5,005   |   |      | $ | 4,962  |  
|Income taxes                                                                               |  |                                   | 50      |   |      |   | 218    |  
|Non-cash investing and financing activities:                                               |  |                                   |         |   |      |   |        |  
|Station representation contracts acquired                                                  |  | $                                 | 1,624   |   |      | $ | 31     |  
|Preferred stock dividend                                                                   |  |                                   | 260     |   |      |   | 250    |  

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



3



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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, 2007 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, 2006, 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, 2007.

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. We write off uncollectible accounts after we have exhausted all avenues of collection.

Revenue Recognition

We are a national representation firm serving radio broadcast clients and certain television stations and internet service providers throughout the
United States. Commission revenues are derived from sales of advertising time for radio stations and television stations under representation contracts. Commissions and fees are recognized in the month the advertisement is broadcast. In connection
with our unwired radio 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 calendar for the three months ended June 30, 2007 and 2006 had 13 weeks, while the broadcast
calendar for the six months ended June 30, 2007 and 2006 had 25 weeks and 26 weeks, respectively. Some broadcast calendar quarters, such as the third quarter of 2007 have 14 weeks.



4



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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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.

Loss Per Share

Basic loss per share applicable to common shareholders for each of the respective periods has been computed by dividing the net loss by the weighted average number of common shares outstanding during the period, amounting to 11,295,876 for
both the three and six months ended June 30, 2007 and 2006. Diluted 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 months ended June 30, 2006, options to purchase common stock in the amount of 54,759 shares have been assumed to be converted to common shares. For the three months ended
June 30, 2007 and the six months ended June 30, 2007 and 2006, 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 loss per share calculation because of their antidilutive effect were 4,157,587 and 4,153,226 for the three months ended June 30, 2007 and 2006 and 4,157,587 and 4,207,985, for the six months ended June 30,
2007 and 2006.

Restructuring and Severance Charges

In 2007, we continued to strategically restructure the Company to reduce compensation costs on a going forward basis. We accrued $6,867 in the first six months of 2007 for 9 employee terminations, including our former
Chief Executive Officer. In accordance with Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal Activities,we recorded this liability at fair value as of the time
the liability was incurred. At December 31, 2006, the accompanying consolidated balance sheets include accruals relating to the restructuring program of $5,888. We paid approximately $3,933 and $1,500 of termination benefits during the six
months ended June 30, 2007 and 2006, and accreted approximately $121 and $75 of interest expense. As of June 30, 2007, the remaining accrual related to the restructuring program was $8,943, of which $2,974 is included in accrued employee
related liabilities and $5,969 is included in other noncurrent liabilities.

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment (SFAS No. 123R), using the modified prospective
application transition method. As described in Note 1 of the December 31, 2006 Consolidated Financial Report, SFAS No. 123R revises SFAS No. 123, Accounting for Stock-Based



5



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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Compensation (SFAS No. 123). Under the modified prospective method, we have recorded compensation cost for the unvested portion of
previously issued awards that remain outstanding at the initial date of adoption (using the amounts previously measured under SFAS No. 123 for pro forma disclosure purposes). Since we have chosen the modified prospective application transition
method, the financial statements for the prior interim period have not been restated.

SFAS No. 123R requires us to estimate
forfeitures in calculating the expense relating to stock-based compensation as opposed to recognizing these forfeitures and the corresponding reduction in expense as they occur. In addition, SFAS No. 123R requires the Company to reflect the tax
savings resulting from tax deductions in excess of compensation expense reflected in its financial statements as a cash inflow from financing activities in its statement of cash flows rather than as an operating cash flow as in prior periods.

The fair value of each stock option granted during the six months ended June 30, 2006 was estimated at the date of grant using a
Black-Scholes option pricing model based on the assumptions of expected volatility of 262%, expected dividend yield of 0%, expected term of 5 years and a risk-free interest rate of 3.25%. The expected volatility is based on our consideration of the
historical volatility of our stock based on daily historical stock price observations. The expected term of an option is based on our historical review of employee exercise behavior based on the employee class (executive or non-executive) and
based on our consideration of the remaining contractual term if limited exercise activity existed for a certain employee class. The risk-free interest rate is the constant maturity interest rate for U.S. Treasury instruments with terms consistent
with the expected lives of the awards.

A summary of stock option activity as of June 30, 2007 and changes during the six months ended
June 30, 2007 is presented below (in thousands except share and per share amounts):



|                                       |  |                 |   |  |                                |      |                                                  |     |                          |   |  
|-------------------------------------- |  | --------------- | - |  | ------------------------------ | ---- | ------------------------------------------------ | --- | ------------------------ | - | -
|                                       |  | Number ofShares |   |  | Weighted-AverageExercise Price |      | Weighted-AverageRemainingContractualTerm (Years) |     | AggregateIntrinsic Value
|Options Outstanding at January 1, 2007 |  | 4,173,385       |   |  | $                              | 2.00 |                                                  |    |                          | $ | 
|Granted                                |  |                |   |  |                                |     |                                                  |    |                          |   | 
|Exercised                              |  |                |   |  |                                |     |                                                  |    |                          |   | 
|Cancelled                              |  | (15,800         | ) |  |                                | 2.81 |                                                  |    |                          |   | 
|                                       |  |                 |   |  |                                |      |                                                  |     |                          |   |  
|Options Outstanding at June 30, 2007   |  | 4,157,585       |   |  | $                              | 2.00 |                                                  | 5.5 |                          | $ | 
|                                       |  |                 |   |  |                                |      |                                                  |     |                          |   |  
|Exercisable at June 30, 2007           |  | 4,142,585       |   |  | $                              | 2.00 |                                                  | 5.5 |                          | $ | 
|                                       |  |                 |   |  |                                |      |                                                  |     |                          |   |  



6



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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Continued)



A summary of stock option activity as of June 30, 2006 and changes during the six months ended
June 30, 2006 is presented below (in thousands except share and per share amounts):



|                                       |  |                 |   |  |                                |      |                                                     |     |                          |   |  
|-------------------------------------- |  | --------------- | - |  | ------------------------------ | ---- | --------------------------------------------------- | --- | ------------------------ | - | -
|                                       |  | Number ofShares |   |  | Weighted-AverageExercise Price |      | Weighted-Average Remaining Contractual
Term (Years) |     | AggregateIntrinsic Value
|Options Outstanding at January 1, 2006 |  | 4,508,885       |   |  | $                              | 2.00 |                                                     |    |                          | $ | 2
|Granted                                |  | 20,000          |   |  |                                | 0.36 |                                                     |    |                          |   | 3
|Exercised                              |  |                |   |  |                                |     |                                                     |    |                          |   | 
|Cancelled                              |  | (320,900        | ) |  |                                | 1.87 |                                                     |    |                          |   | 
|                                       |  |                 |   |  |                                |      |                                                     |     |                          |   |  
|Options Outstanding at June 30, 2006   |  | 4,207,985       |   |  | $                              | 2.00 |                                                     | 6.5 |                          | $ | 5
|                                       |  |                 |   |  |                                |      |                                                     |     |                          |   |  
|Exercisable at June 30, 2006           |  | 4,152,983       |   |  | $                              | 2.01 |                                                     | 6.5 |                          | $ | 3
|                                       |  |                 |   |  |                                |      |                                                     |     |                          |   |  

The weighted average grant-date fair value of stock options granted during the six months ended
June 30, 2006 was $0.31.

In April 2007, as part of the termination agreement with an executive office, there was a modification to
the term of stock options that had been previously granted and fully vested. As per SFAS No. 123R, a non-cash compensation expense of $173 was recognized to reflect this modification as if the original grants were exchanged on the modification
date. However, the actual purchase price per share of these options remains the same.

During the six months ended June 30, 2007 and
2006, we expensed $185 (including the $173 discussed above) and $28, respectively, as non-cash stock-based compensation. As of June 30, 2007 and 2006, we had $5 and $40, respectively, of total unrecognized stock-based compensation expense
related to stock options that is expected to be recognized over a weighted average period of 0.4 and 1.1 years, respectively.

New Accounting
Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued SFAS Interpretation No. 48,
Accounting for Uncertainty in Income Taxesan interpretation of SFAS Statement No. 109 (FIN 48), and effective January 1, 2007, we adopted FIN 48. FIN 48 applies to all tax positions accounted for
under SFAS 109. FIN 48 refers to tax positions as positions taken in a previously filed tax return or positions expected to be taken in a future tax return which are reflected in measuring current or deferred income tax assets and
liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include, but not limited to, the following:



| |  |  | an allocation or a shift of income between taxing jurisdictions
| | - |  | ---------------------------------------------------------------



| |  |  | the characterization of income or a decision to exclude reporting taxable income in a tax return, or
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | a decision to classify a transaction, entity, or other position in a tax return as tax exempt.
| | - |  | ----------------------------------------------------------------------------------------------

FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is more likely than not that a company will be
able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized.
This is a change from occurring practice, whereby companies may recognize a tax benefit only if it is probable a tax position will be sustained.



7



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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Continued)



FIN 48 also requires that we make qualitative and quantitative disclosures, including a discussion of
reasonably possible changes that might occur in unrecognized tax benefits over the next 12 months; a description of open tax years by major jurisdictions and a roll-forward of all unrecognized tax benefits, presented as a reconciliation of the
beginning and ending balances of the unrecognized tax benefits on an aggregated basis.

We are subject to tax audits in the U.S. Tax audits
by their very nature are often complex and can require several years to complete. Information relating to our tax examinations by jurisdiction is as follows:



| |  |  | FederalWe are subject to U.S. federal tax examinations by tax authorities for the tax years ended 2003 to 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | StateWe are subject to state tax examinations by tax authorities for the tax years ended 2003 to 2006.
| | - |  | -------------------------------------------------------------------------------------------------------

The adoption of FIN 48 did not have a material impact on our financial statements or disclosures. As of January 1, 2007 and June 30, 2007 we
did not recognize any assets or liabilities for unrecognized tax benefits relative to uncertain tax positions. We do not currently anticipate that any significant increase or decrease to the gross unrecognized tax benefits will be recorded during
the next 12 months. Any interest or penalties resulting from examinations will continue to be recognized as a component of the income tax provision, however, since there are no unrecognized tax benefits as a result of tax positions taken, there
are no accrued interest and penalties.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(SFAS 157), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides
guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We do not
expect the adoption of SFAS 157 to have a material effect on our financial position or results of operations.

In February 2007,
the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits entities to choose
to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We do not expect the adoption of SFAS No. 159 to have a material impact on
our financial position or results of operations.

In March 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-10
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements (EITF 06-10). EITF 06-10 requires that an employer recognize a liability for the postretirement
benefit obligation related to a collateral assignment arrangementin accordance with SFAS No. 106 Employers Accounting for Postretirement Benefits Other Than Pensions (SFAS 106) (if deemed part of a postretirement plan)
or Accounting Principles Board Opinion 12 Omnibus Opinion-1967 (APB 12) (if not part of a plan). The consensus is applicable if, based on the substantive agreement with the employee, the employer has agreed to (a) maintain a life
insurance policy during the postretirement period or (b) provide a death benefit. The EITF also reached a consensus that an employer should recognize and measure the associated asset on the basis of the terms of the collateral assignment
arrangement. We are required to adopt EITF 06-10 effective January 1, 2008. We are currently assessing the impact of this EITF Issue.

Reclassification

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



8



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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Continued)



2. Stock-Based Employee Compensation

On January 2, 2006, we granted 20,000 options to an executive at an exercise price of $0.36, which was the fair market value at the date of grant.
These options were fully vested on the date of grant. See Note 1 above for additional information on Stock-based employee compensation. There were no options granted in 2007.

3. Capital Deficit

In May 2002, we amended our restated 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 expect to pay such
dividends in kind for the foreseeable future. Holders of shares of the Series A Stock vote on most matters 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 at various times in 2007. 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. Stock dividends for the Series A Stock in the amount of 5,131 and 4,934 were paid as of May 1, 2007
and 2006.

Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder or
automatically under certain circumstances. Each share of the Class B common stock is entitled to 10 votes per share in all matters presented to the shareholders, except for certain amendments to the Restated Certificate of Incorporation, certain
going private transactions and as otherwise required by applicable law. The shares of Class A common stock are entitled to one vote per share on all matters.

4. Long-Term Debt

Long-term debt at June 30, 2007 was comprised of $99,000 in 10.0% Senior
Subordinated Notes due July 1, 2008 (the Notes). As of June 30, 2007, there was no outstanding balance on our $10,000 senior secured revolving credit facility.

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 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.



9



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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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, 2007, the remaining balance is $468.

We have a $10,000 senior secured revolving credit
facility with Commerce Bank, N.A. that enables us to efficiently manage our cash, as we may borrow, repay and re-borrow funds as needed. The term of the credit facility expires on December 31, 2007. 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, defined in the Loan and Security Agreement for any period as: (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); (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 and an additional $200 of such costs related to an amendment of the revolving credit facility in
July 2005, which are being amortized as interest expense over the life of the extended facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the credit facility. At June 30, 2007, we had $10,000
available under our credit facility.

The amendment was entered into on July 21, 2005. The principal change effected by it 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 and it revised
the definition of Operating EBITDA to read as set forth above.

5. 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, 2007 exceeded federally insured limits by approximately $4,998. 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.

6. Subsequent Events

On July 12, 2007, Michael Walsh was appointed as our President and Chief Operating Officer. These positions had been vacant since
the resignation of George E. Pine in October 2006. Mr. Walsh will report to David Kennedy, our Chief Executive Officer and Vice Chairman of the Board. Mr. Walsh will oversee all of our radio representation subsidiaries, as well as Net
Solutions, our unwired network division.



10



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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. Our share of the national spot advertising market changes as a result of



11



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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. See a further discussion of our Internet investments in Liquidity and Capital Resources, below.

In November 2005, we entered into the television representation business by organizing Azteca America Spot Television Sales, Inc. (Azteca Television Sales), a dedicated television representation company
for the Azteca America network. As with radio representation, we sell advertising on behalf of our television clients.

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



12



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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.

Results of Operations

Three Months Ended June 30, 2007
Compared to Three Months Ended June 30, 2006

Commission revenues. Commission revenues for the second quarter of 2007
decreased to $16.1 million from $18.9 million for the second quarter of 2006, or approximately 14.7%. The majority of this $2.8 million decrease is attributable to the termination of our representation contract with the former Susquehanna stations
after their acquisition by Cumulus Broadcasting in 2006 and a decrease in spending by advertisers at our client stations.

Contract
termination revenue. Contract termination revenue in the second quarter of 2007 increased by $0.7 million, to $1.0 million from $0.3 million in the second quarter of 2006, as the value of contracts terminated rose from the very low level in
2006.

Selling expenses. Selling expenses for the second quarter of 2007 decreased to $13.8 million from $17.0 million in the second
quarter of 2006. This decrease of $3.2 million, or approximately 18.7%, was, in large part, attributable to lower compensation costs in 2007 as compared to 2006 resulting from the severance programs implemented in 2006 and 2007 and lower severance
costs than in 2006.

General and administrative expenses. General and administrative expenses of $8.7 million for the second quarter
of 2007 increased $5.4 million, or 166%, from $3.3 million for the second quarter of 2006. This increase was primarily due to the accrual in the second quarter of 2007 of the severance compensation payable to our former Chief Executive Officer that
will be paid in accordance with the provisions of his employment contract over the succeeding five years, offset in part by the non-recurrence of expenses that had been previously capitalized in connection with a proposed, but unconsummated
transaction with Oaktree Capital Management in 2006.

Operating loss before depreciation and amortization. For the second quarter of
2007, there was an operating loss before depreciation and amortization of $5.3 million, as compared to $1.0 million for the second quarter of 2006, an increase of $4.3 million, for the reasons discussed above. Operating (loss) income before
depreciation and amortization is not a measure of performance calculated in accordance with Generally Accepted Accounting Principles (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 industry.

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



|                                                    |  |                        |         |   |               |   |        |  
|--------------------------------------------------- |  | ---------------------- | ------- | - | ------------- | - | ------ | -
|                                                    |  | June 30, 2007          |         |   | June 30, 2006 |  
|                                                    |  | (dollars in thousands) |        
|Net (loss) income                                   |  | $                      | (10,404 | ) |               | $ | 642    |  
|Add back:                                           |  |                        |         |   |               |   |        |  
|Depreciation and amortization                       |  |                        | 2,668   |   |               |   | 3,248  |  
|Tax (benefit) provision                             |  |                        | (173    | ) |               |   | 136    |  
|Gain on sale of investment                          |  |                        |        |   |               |   | (7,965 | )
|Interest expense, net                               |  |                        | 2,567   |   |               |   | 2,894  |  
|                                                    |  |                        |         |   |               |   |        |  
|Operating loss before depreciation and amortization |  | $                      | (5,342  | ) |               | $ | (1,045 | )
|                                                    |  |                        |         |   |               |   |        |  



13



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Depreciation and amortization expense. Depreciation and amortization expense decreased $0.6
million, or 17.9%, during the second quarter of 2007, to $2.7 million from $3.3 million in the second quarter of 2006. This decrease was primarily the result of lower contract acquisition cost amortization in 2007.

Operating loss. Operating loss increased by $3.7 million, or 86.6%, for the second quarter of 2007 to $8.0 million, as compared to $4.3 million
for the second quarter of 2006, for the reasons discussed above.

Interest expense, net. Interest expense, net, decreased $0.3
million, or 11.3%, to $2.6 million for the second quarter of 2007, from $2.9 million for the second quarter of 2006. This decrease primarily resulted from greater discounts taken during 2006 as compared to 2007 in connection with the settlement with
Katz Communications, Inc. of certain representation contract buyout receivables and payables described below.

Gain on sale of
investment. In April 2006, we sold our investment in Burst Media in conjunction with its initial public offering. We realized net proceeds of approximately $9.9 million on the sale. The carrying value of the investment at the time of sale
was approximately $2.0 million.

Benefit (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. There was an income tax benefit of $0.2 million in the second quarter of 2007 as compared to a provision for income taxes of $0.1 million for the comparable 2006
period.

Preferred stock dividend.We accrued $0.1 million for preferred stock dividends in the second quarter of 2007 and 2006. All
dividends are paid in additional shares of preferred stock and not in cash.

Net (loss) income applicable to common shareholders.
For the second quarter of 2007 our net loss applicable to common shareholders was $10.5 million as compared to net income applicable to common shareholders of $0.5 million for the second quarter of 2006, for the reasons discussed above.

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006

Commission revenues. Commission revenues for the first six months of 2007 decreased to $29.5 million from $34.1 million for the first six months of
2006, or approximately 13.4%. The majority of this $4.6 million decrease is attributable to the termination of our representation contract with the former Susquehanna stations after their acquisition by Cumulus Broadcasting in 2006, a decrease in
spending by advertisers at our client stations and a 25-week broadcast calendar period in 2007 as compared to a 26-week broadcast calendar period in 2006.

Contract termination revenue. Contract termination revenue in the first six months of 2007 increased by $1.3 million to $1.7 million from $0.4 million in the first six months of 2006, as the value of contracts
terminated rose from the very low level in 2006.

Selling expenses. Selling expenses for the first six months of 2007 decreased to
$27.7 million from $32.4 million in the first six months of 2006. This decrease of $4.7 million, or approximately 14.4%, was, in large part, attributable to lower compensation costs in 2007 as compared to 2006 resulting from the severance programs
implemented in 2006 and 2007 and lower severance costs than in 2006.

General and administrative expenses. General and
administrative expenses of $10.9 million for the first six months of 2007 increased $4.9 million, or 81.0%, from $6.0 million for the first six months of 2006. This



14



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increase was primarily due to the accrual in the second quarter of 2007 of the severance compensation payable to our former Chief Executive Officer that will
be paid in accordance with the provisions of his employment contract over the succeeding five years, offset in part by the non-recurrence of expenses that had been previously capitalized in connection with a proposed, but unconsummated transaction
with Oaktree Capital Management in 2006.

Operating loss before depreciation and amortization. For the first six months of 2007,
there was an operating loss before depreciation and amortization of $7.4 million, as compared to $4.0 million for the first six months of 2006. This was a change of $3.4 million, for the reasons discussed above.

Reconciliation of net loss to operating loss before depreciation and amortization



|                                                    |  |                        |         |   |               |   |        |  
|--------------------------------------------------- |  | ---------------------- | ------- | - | ------------- | - | ------ | -
|                                                    |  | June 30, 2007          |         |   | June 30, 2006 |  
|                                                    |  | (dollars in thousands) |        
|Net loss                                            |  | $                      | (17,732 | ) |               | $ | (8,428 | )
|Add back:                                           |  |                        |         |   |               |   |        |  
|Depreciation and amortization                       |  |                        | 5,117   |   |               |   | 6,795  |  
|Tax provision                                       |  |                        | 50      |   |               |   | 218    |  
|Gain on sale of investment                          |  |                        |        |   |               |   | (7,965 | )
|Net undistributed earnings in equity investee       |  |                        |        |   |               |   | (93    | )
|Interest expense, net                               |  |                        | 5,111   |   |               |   | 5,435  |  
|                                                    |  |                        |         |   |               |   |        |  
|Operating loss before depreciation and amortization |  | $                      | (7,454  | ) |               | $ | (4,038 | )
|                                                    |  |                        |         |   |               |   |        |  

Depreciation and amortization expense. Depreciation and amortization expense decreased $1.7
million, or 24.7%, during the first six months of 2007, to $5.1 million from $6.8 million in the first six months of 2006. This decrease was primarily the result of lower contract acquisition cost amortization in 2007.

Operating loss. Operating loss increased by $1.7 million, or 16.0%, for the first six months of 2007 to $12.5 million, as compared to $10.8
million for the first six months of 2006, for the reasons discussed above.

Interest expense, net. Interest expense, net, decreased
$0.3 million, or 6.0%, to $5.1 million for the first six months of 2007, from $5.4 million for the first six months of 2006. This decrease primarily resulted from greater discounts taken during 2006 as compared to 2007 in connection with the
settlement with Katz Communications, Inc. of certain representation contract buyout receivables and payables described below.

Gain on
sale of investment. In April 2006, we sold our investment in Burst Media in conjunction with its initial public offering. We realized net proceeds of approximately $9.9 million on the sale. The carrying value of the investment at the time
of sale was approximately $2.0 million.

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 2007 was $0.1 million, as compared to $0.2 million for the first six months of 2006.

Preferred stock dividend.We accrued $0.3 million for preferred stock dividends in the first six months of 2007 and 2006. All dividends are paid
in additional shares of preferred stock and not in cash.



15



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Net loss applicable to common shareholders. We had net loss applicable to common shareholders of
$18.0 million for the first six months of 2007 as compared to $8.7 million for comparable period of 2006, a change of $9.3 million, for the reasons discussed above.

Liquidity and Capital Resources

Our cash requirements have been primarily funded by cash used in
operations and financing transactions. At June 30, 2007, we had cash and cash equivalents of $5.9 million and working capital of $10.8 million and availability under our senior secured revolving credit facility of $10.0 million.

Net cash used in operating activities during the first six months of 2007 was $2.8 million, as compared to net cash provided by operations
of $5.6 million during the first six months of 2006. This fluctuation was primarily attributable to a higher net loss and to changes in working capital components, including decreases in representation contracts receivable of $6.5 million and
accounts receivable of $4.0 million, which were offset in part by decreases in accounts payable and accrued expenses of $4.2 million.

Net
cash used in investing activities during the first six months of 2007 consisted of capital expenditures of $0.1 million. Net cash provided by investing activities during the first six months of 2006 was $9.7 million and primarily consisted of $9.9
million in proceeds from the sale of an investment, partially offset by capital expenditure of $0.2 million.

Cash used in financing
activities of $1.6 million during the first six months of 2007 consisted entirely of payments on representation contract acquisitions. Cash used in financing activities of $3.9 million during the first six months of 2006 consisted of $7.5 million of
gross repayments on the credit facility offset by $7.5 million of gross borrowings and $3.9 million in payments on representation contract acquisitions.

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.

Our 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 Notes. Management believes that we are in
compliance with these covenants.

Our Notes are redeemable at our option. 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 Notes at a price equal to 101% of their aggregate principal, plus unpaid interest.

We have a $10 million senior secured revolving credit facility with Commerce Bank, N.A. that enables us to efficiently manage our cash, as we may
borrow, repay and re-borrow funds as needed. The term of the credit facility expires on December 31, 2007. 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, defined in the Loan and Security Agreement for any period as:
(a) Net Income (Loss), plus (b) all taxes on income plus state and local franchise and corporation taxes paid by the Borrower



16



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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); (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 and an additional $0.2 million of such costs related to an amendment of the revolving credit facility in July 2005, which are being amortized as interest expense over the life of
the extended facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the credit facility. At June 30, 2007, we had $10.0 million available under our credit facility.

The amendment was entered into on July 21, 2005. The principal change effected by it 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 and it also revised the definition of Operating EBITDA to
read as set forth above.

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 Notes, as well as monthly interest
payments under our senior secured revolving loan facility, should we make further borrowings under it, for at least the next 12 months. We may not, however, generate sufficient cash flow for these purposes.

Our ability to fund our operations and required contract acquisition payments and to make scheduled 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. Our Notes mature on July 1, 2008, and it will be necessary for us to raise
additional capital to repay, refinance or restructure them before maturity. Accordingly, we continue to actively explore alternatives to do so. There is no assurance, however, that we will be able to do so on commercially acceptable terms, if at
all. We cannot currently predict the effect of our failure to satisfy our obligations under our Notes on a timely basis, including the effect on our ability to continue as a going concern.

In June 2006, we agreed with Katz Communications, Inc. to accelerate the payment of certain representation contract buyout receivables, net of certain
representation contract buyout payables. This lump sum payment was discounted approximately $0.4 million.

During 2007, 2006, and 2005, we
implemented various cost efficiency 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 efficiency measures such as lease renegotiations and reductions in consulting, which were implemented in 2007, 2006 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



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



| |  |  | 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 the services of David E. Kennedy, our new Chief Executive Officer, and Ralph C. Guild, our Chairman of the Board and former Chief Executive
Officer, and our inability to retain or replace them could adversely affect our business.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 will need additional financing to repay, refinance or restructure the Notes and 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 2006 Annual Report on Form 10-K, filed on April 2, 2007, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Item 7 of Part II.

Critical Accounting Estimates for Share-Based Payments

In December 2004, the FASB issued SFAS No. 123R, which revised SFAS No. 123 and supersedes APB 25. In March 2005, the Securities and Exchange Commission (SEC) issued SAB 107, which provides interpretive guidance
on SFAS No. 123R. Accounting and reporting under SFAS No. 123R is generally similar to the SFAS No. 123 approach. We adopted SFAS 123R on January 1, 2006, under the modified prospective method. For additional information related
to No. SFAS 123R, see the Notes to the Unaudited Interim Consolidated Financial Statements of this Form 10Q.

Off Balance Sheet
Arrangements

We have no off balance sheet arrangements as defined by Item 303 (a) (4) of Regulation S-K.



18



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Contractual Obligations and Other Commercial Commitments



|                                    |  |                        |       |               |   |           |  |           |       |                 |   |     |  |   |     
|----------------------------------- |  | ---------------------- | ----- | ------------- | - | --------- |  | --------- | ----- | --------------- | - | --- |  | - | ----
|                                    |  | Payments Due by Period
|                                    |  | Total                  |       | Remainder2007 |   | 2008-2009 |  | 2010-2011 |       | 2012-Thereafter
|                                    |  | (Dollars in Millions) 
|Long term debt                      |  | $                      | 99.0  |               | $ |          |  | $         | 99.0  |                 | $ |    |  | $ |    
|Operating leases                    |  |                        | 40.0  |               |   | 2.4       |  |           | 8.2   |                 |   | 6.1 |  |   | 23.3
|Interest expense                    |  |                        | 14.8  |               |   | 4.9       |  |           | 9.9   |                 |   |    |  |   |    
|Annual fees for accounting services |  |                        | 10.9  |               |   | 1.8       |  |           | 7.5   |                 |   | 1.6 |  |   |    
|Representation contract buyouts     |  |                        | 2.5   |               |   | 1.4       |  |           | 1.0   |                 |   | 0.1 |  |   |    
|                                    |  |                        |       |               |   |           |  |           |       |                 |   |     |  |   |     
|Total                               |  | $                      | 167.2 |               | $ | 10.5      |  | $         | 125.6 |                 | $ | 7.8 |  | $ | 23.3
|                                    |  |                        |       |               |   |           |  |           |       |                 |   |     |  |   |     



|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 2007 earnings to date.



|Item 4/4T. | 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, 2007.

(b) Changes in Internal Controls over Financial Reporting

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 the first quarter of 2007 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.



19



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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 1A. RISK FACTORS

See Certain Risk
Factors That May Affect Our Results of OperationsManagements Discussion and Analysis of Financial Condition and Results of Operations. There have been no material changes in risk factors relevant to us from those set forth in our
Annual Report on Form 10-K for the year ended December 31, 2006.

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

None.

Item 3. DEFAULTS UPON SENIOR
SECURITIES

None.

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

(a) None.

(b) The Board of Directors does not now have any standing nominating committee or a committee performing similar functions. The entire Board of Directors
participates in the director nomination process. Given the relatively small size of our Board of Directors and the fact that three of the six directors are independent, they believe that the participation of the full Board of Directors in this
process is appropriate and that a distinct nominating committee is unnecessary. Further, the Board of Directors believes that the participation of the entire Board of Directors, including management directors, is essential to identify candidates who
bring experience and skills relevant to our company.

Item 5. OTHER INFORMATION

None.

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 of Chief Executive Officer 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)*
|            | 
|32.2        |  | Certification of Chief Financial Officer 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 filed no reports on Form 8-K during the three months ended June 30, 2007.



20



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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 14, 2007



INTEREP NATIONAL RADIO SALES, INC.By:

/s/ WILLIAM J. MCENTEE, JR.William J. McEntee, Jr.Senior Vice President andChief Financial Officer(Principal Financial and Accounting Officer)




21



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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 of Chief Executive Officer 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)*
|            | 
|32.2        |  | Certification of Chief Financial Officer 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.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------