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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



(Mark One)



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



For the quarterly period ended March 31, 2004



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



INTEREP NATIONAL RADIO SALES, INC.

(Exact Name of Registrant as Specified in Its Charter)



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



(212) 916-0700

(Registrants Telephone Number, Including Area Code)



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



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



The number of shares of the registrants Common Stock outstanding as of the close of business on May 7, 2004, was 6,412,267 shares of Class A Common
Stock, and 4,074,651 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)



|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                                                            |  | March 31, 2004 |          |   | December 31, 2003 |  
|                                                                                                                                                                                                                            |  | (unaudited)    |          |   |                   |  
|ASSETS                                                                                                                                                                                                                      |  |                |          |   |                   |   |         |  
|Current assets:                                                                                                                                                                                                             |  |                |          |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                   |  | $              | 5,426    |   |                   | $ | 7,661   |  
|Receivables, less allowance for doubtful accounts of $782 and $808, respectively                                                                                                                                            |  |                | 21,708   |   |                   |   | 27,585  |  
|Representation contract buyouts receivable                                                                                                                                                                                  |  |                | 438      |   |                   |   | 437     |  
|Current portion of deferred representation contract costs                                                                                                                                                                   |  |                | 16,087   |   |                   |   | 15,225  |  
|Prepaid expenses and other current assets                                                                                                                                                                                   |  |                | 1,020    |   |                   |   | 1,107   |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Total current assets                                                                                                                                                                                                        |  |                | 44,679   |   |                   |   | 52,015  |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Fixed assets, net                                                                                                                                                                                                           |  |                | 4,331    |   |                   |   | 5,050   |  
|Deferred representation contract costs                                                                                                                                                                                      |  |                | 41,120   |   |                   |   | 44,830  |  
|Representation contract buyouts receivable                                                                                                                                                                                  |  |                | 128      |   |                   |   | 31      |  
|Investments and other assets                                                                                                                                                                                                |  |                | 6,055    |   |                   |   | 6,315   |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Total assets                                                                                                                                                                                                                |  | $              | 96,313   |   |                   | $ | 108,241 |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                                                                                                                       |  |                |          |   |                   |   |         |  
|Current liabilities:                                                                                                                                                                                                        |  |                |          |   |                   |   |         |  
|Accounts payable and accrued expenses                                                                                                                                                                                       |  | $              | 16,048   |   |                   | $ | 20,670  |  
|Accrued interest                                                                                                                                                                                                            |  |                | 2,507    |   |                   |   | 4,950   |  
|Representation contract buyouts payable                                                                                                                                                                                     |  |                | 7,250    |   |                   |   | 7,431   |  
|Accrued employee-related liabilities                                                                                                                                                                                        |  |                | 2,882    |   |                   |   | 3,313   |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Total current liabilities                                                                                                                                                                                                   |  |                | 28,687   |   |                   |   | 36,364  |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Long-term debt                                                                                                                                                                                                              |  |                | 108,500  |   |                   |   | 103,000 |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Representation contract buyouts payable                                                                                                                                                                                     |  |                | 4,991    |   |                   |   | 4,779   |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Other noncurrent liabilities                                                                                                                                                                                                |  |                | 3,121    |   |                   |   | 3,880   |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Shareholders deficit:                                                                                                                                                                                                      |  |                |          |   |                   |   |         |  
|4% Series A cumulative convertible preferred stock, $0.01 par value  400,000 shares authorized, 114,037 shares issued and outstanding at
March 31, 2004 and December 31, 2003)(aggregate liquidation preference  $11,404) |  |                | 1        |   |                   |   | 1       |  
|Class A common stock, $0.01 par value  20,000,000 shares authorized, 6,320,524 and 6,189,460 shares issued and outstanding at March 31,
2004 and December 31, 2003, respectively                                           |  |                | 63       |   |                   |   | 62      |  
|Class B common stock, $0.01 par value  10,000,000 shares authorized, 3,927,635 and 4,058,699 shares issued and outstanding at March 31,
2004 and December 31, 2003, respectively                                           |  |                | 39       |   |                   |   | 40      |  
|Additional paid-in-capital                                                                                                                                                                                                  |  |                | 51,035   |   |                   |   | 51,149  |  
|Accumulated deficit                                                                                                                                                                                                         |  |                | (100,124 | ) |                   |   | (91,034 | )
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Total shareholders deficit                                                                                                                                                                                                 |  |                | (48,986  | ) |                   |   | (39,782 | )
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  
|Total liabilities and shareholders deficit                                                                                                                                                                                 |  | $              | 96,313   |   |                   | $ | 108,241 |  
|                                                                                                                                                                                                                            |  |                |          |   |                   |   |         |  



The accompanying Notes
to Unaudited Interim Consolidated Financial Statements

are an integral part of these balance sheets.



2



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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 March 31, |       
|                                                                   |  | 2004                                 |        |   | 2003 |  
|Commission revenues                                                |  | $                                    | 16,889 |   |      | $ | 18,342 |  
|Contract termination revenue                                       |  |                                      | 236    |   |      |   | 5      |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Total revenues                                                     |  |                                      | 17,125 |   |      |   | 18,347 |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Operating expenses:                                                |  |                                      |        |   |      |   |        |  
|Selling expenses                                                   |  |                                      | 14,646 |   |      |   | 15,365 |  
|General and administrative expenses                                |  |                                      | 3,447  |   |      |   | 3,429  |  
|Depreciation and amortization expense                              |  |                                      | 5,300  |   |      |   | 5,588  |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Total operating expenses                                           |  |                                      | 23,393 |   |      |   | 24,382 |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Operating loss                                                     |  |                                      | (6,268 | ) |      |   | (6,035 | )
|Interest expense, net                                              |  |                                      | 2,658  |   |      |   | 2,756  |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Loss before provision for income taxes                             |  |                                      | (8,926 | ) |      |   | (8,791 | )
|Provision for income taxes                                         |  |                                      | 164    |   |      |   | 46     |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Net loss                                                           |  |                                      | (9,090 | ) |      |   | (8,837 | )
|Preferred stock dividend                                           |  |                                      | 114    |   |      |   | 110    |  
|                                                                   |  |                                      |        |   |      |   |        |  
|Net loss applicable to common shareholders                         |  | $                                    | (9,204 | ) |      | $ | (8,947 | )
|                                                                   |  |                                      |        |   |      |   |        |  
|Basic and diluted loss per share applicable to common shareholders |  | $                                    | (0.90  | ) |      | $ | (0.87  | )
|                                                                   |  |                                      |        |   |      |   |        |  





The accompanying Notes to Unaudited Interim Consolidated Financial Statements

are an
integral part of these statements.



3



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INTEREP NATIONAL RADIO SALES, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                |  |                                    |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | For the ThreeMonths EndedMarch 31, |       
|                                                                                |  | 2004                               |        |   | 2003 |  
|Cash flows from operating activities:                                           |  |                                    |        |   |      |   |        |  
|Net loss                                                                        |  | $                                  | (9,090 | ) |      | $ | (8,837 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                    |        |   |      |   |        |  
|Depreciation and amortization                                                   |  |                                    | 5,300  |   |      |   | 5,588  |  
|Noncash interest expense                                                        |  |                                    |       |   |      |   | 26     |  
|Changes in assets and liabilities:                                              |  |                                    |        |   |      |   |        |  
|Receivables                                                                     |  |                                    | 5,877  |   |      |   | 6,871  |  
|Representation contract buyouts receivable                                      |  |                                    | (98    | ) |      |   | 796    |  
|Prepaid expenses and other current assets                                       |  |                                    | 87     |   |      |   | (282   | )
|Other noncurrent assets                                                         |  |                                    | (86    | ) |      |   | (327   | )
|Accounts payable and accrued expenses                                           |  |                                    | (4,601 | ) |      |   | (194   | )
|Accrued interest                                                                |  |                                    | (2,443 | ) |      |   | (2,394 | )
|Accrued employee-related liabilities                                            |  |                                    | (975   | ) |      |   | 257    |  
|Other noncurrent liabilities                                                    |  |                                    | (759   | ) |      |   | 51     |  
|                                                                                |  |                                    |        |   |      |   |        |  
|Net cash (used in) provided by operating activities                             |  |                                    | (6,788 | ) |      |   | 1,555  |  
|                                                                                |  |                                    |        |   |      |   |        |  
|Cash flows from investing activities:                                           |  |                                    |        |   |      |   |        |  
|Additions to fixed assets                                                       |  |                                    | (185   | ) |      |   | (126   | )
|                                                                                |  |                                    |        |   |      |   |        |  
|Net cash used in investing activities                                           |  |                                    | (185   | ) |      |   | (126   | )
|                                                                                |  |                                    |        |   |      |   |        |  
|Cash flows from financing activities:                                           |  |                                    |        |   |      |   |        |  
|Station representation contract payments                                        |  |                                    | (1,306 | ) |      |   | (3,159 | )
|Net borrowings on credit facility                                               |  |                                    | 5,500  |   |      |   |       |  
|Class B common stock to be issued                                               |  |                                    | 544    |   |      |   |       |  
|                                                                                |  |                                    |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                             |  |                                    | 4,738  |   |      |   | (3,159 | )
|                                                                                |  |                                    |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                       |  |                                    | (2,235 | ) |      |   | (1,730 | )
|Cash and cash equivalents, beginning of period                                  |  |                                    | 7,661  |   |      |   | 18,114 |  
|                                                                                |  |                                    |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                        |  | $                                  | 5,426  |   |      | $ | 16,384 |  
|                                                                                |  |                                    |        |   |      |   |        |  
|Supplemental disclosures of cash flow information:                              |  |                                    |        |   |      |   |        |  
|Cash paid during the period for:                                                |  |                                    |        |   |      |   |        |  
|Interest                                                                        |  | $                                  | 5,004  |   |      | $ | 5,072  |  
|Income taxes                                                                    |  |                                    | 164    |   |      |   | 46     |  
|Non-cash investing and financing activities:                                    |  |                                    |        |   |      |   |        |  
|Station representation contracts acquired                                       |  | $                                  | 1,392  |   |      | $ | 1,510  |  
|Preferred stock dividend                                                        |  |                                    | 114    |   |      |   | 110    |  



The accompanying Notes
to Unaudited Interim Consolidated Financial Statements

are an integral part of these statements.



4



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share information)



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------



Principles of Consolidation



The consolidated financial statements include the accounts of Interep National Radio Sales, Inc. (Interep), together with its subsidiaries
(collectively, the Company), 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 March 31, 2004 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 the Companys Consolidated Financial Statements for the year ended December 31, 2003, which are available upon request of the Company, at the Company website,
www.interep.com, or at the Securities and Exchange Commission website, www.sec.gov. Due to the seasonal nature of the Companys 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, 2004.



Comprehensive Loss



For the three months ended
March 31, 2004 and 2003, the Companys comprehensive loss was equal to the respective net loss for each of the periods presented.



Revenue Recognition



The Company is a national representation (rep) firm serving radio broadcast clients and certain internet service providers throughout the
United States. Commission revenues are derived from sales of advertising time for radio stations under representation contracts. Commissions and fees are recognized in the month the advertisement is broadcast. In connection with its unwired network
business, the Company collects fees for unwired network radio advertising and, after deducting its commissions, remits the fees to the respective radio stations. In instances when the Company is 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. The Company records all commission revenues on a
net basis. Commissions are recognized based on the standard broadcast calendar that ends on the last Sunday in each reporting period. The broadcast calendars for the three months ended March 31, 2004 and 2003 both had 13 weeks.



Representation Contract Termination Revenue and Contract Acquisition Costs



The Companys station representation contracts 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 the 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



5



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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. From time to time, the Company has paid inducements to extend the life of contracts with its radio groups. These inducement payments are recorded as deferred costs or expensed in the period incurred,
depending on the usage and purpose of the payment.



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 10,248,159 for the three months ended March 31, 2004 and 2003. Diluted earnings
per share applicable to common shareholders reflects the potential dilution that could occur if the outstanding options to purchase common stock were exercised, utilizing the treasury stock method, and also assumes conversion of outstanding
convertible preferred stock into shares of common stock at the stated rate of conversion (Note 3). For the three months ended March 31, 2004 and 2003, the exercise of outstanding options would have an anti-dilutive effect and therefore have been
excluded from the calculation.



Restructuring and Severance Charges



A strategic restructuring program was undertaken in 2001
in response to difficult economic conditions and to further ensure the Companys competitive position. In 2001, the Company recognized restructuring charges of $3,471, which were primarily comprised of termination benefits. The restructuring
program resulted in the termination of approximately 53 employees. During 2003, the Company offered an early retirement program, which was accepted by 17 people, including four executives, to reduce compensation costs on a going forward basis. This
resulted in approximately $3,000 of termination benefits to be paid over an extended period of time, approximately $2,740 of which was recorded during 2003 at net present value. In June 2002, FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement requires the Company to record this new liability at fair value as of the time the liability was incurred. At December 31, 2003, the accompanying consolidated balance sheet includes an
accrual relating to the restructuring program of $2,230. During the three months ended March 31, 2004, the Company paid approximately $472 of termination benefits under both programs, and also accreted approximately $38 of interest. As of March 31,
2004, the remaining accrual was $1,796, of which $1,501 is included in accrued employee related liabilities and $295 is included in other noncurrent liabilities.



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.



Segment Reporting



SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information requires the Company to report segment financial information consistent with the presentation made to the Companys management for decision making purposes. The Company is managed as one segment and all
revenues are derived solely from representation operations and related activities.



6



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Stock-Based Compensation



The Company has elected to continue to account for its employee stock-based compensation plan using the intrinsic value method, as prescribed by APB
No. 25 Accounting for Stock Issued to Employees and interpretations thereof (collectively APB 25) versus the fair value method allowed by SFAS No. 123. The Company has implemented the disclosure provision of SFAS No. 148, Accounting for
Stock-Based CompensationTransition and Disclosure. This statement amended the disclosure provisions of Financial Accounting Standards Board (FASB) SFAS No. 123, Accounting for Stock Based Compensation, to require prominent
disclosure of the effect on reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation and amended APB Opinion No. 28, Interim Financial Reporting, to require disclosure of those effects in
interim financial information. Accordingly, no compensation cost has been recognized in the accompanying Consolidated Statements of Operations for the quarters ended March 31, 2004 and 2003 in respect of stock options granted during those periods.
See Note 2 to Consolidated Financial Statements for further discussion of the Companys accounting for its stock-based compensation plans. Had compensation cost for these options been determined consistent with SFAS No. 123 and SFAS No. 148,
the Companys net loss applicable to common shareholders, basic and diluted loss per share would have been as follows:



|                                                                                                                                            |  |               |        |   |               |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ------------- | - | ------ | -
|                                                                                                                                            |  | March 31,2004 |        |   | March 31,2003 |  
|Net loss applicable to common shareholders, as reported                                                                                     |  | $             | (9,204 | ) |               | $ | (8,947 | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |               | (205   | ) |               |   | (210   | )
|                                                                                                                                            |  |               |        |   |               |   |        |  
|Pro forma net loss                                                                                                                          |  | $             | (9,409 | ) |               | $ | (9,157 | )
|                                                                                                                                            |  |               |        |   |               |   |        |  
|Loss per share:                                                                                                                             |  |               |        |   |               |   |        |  
|Basic and dilutedas reported                                                                                                               |  | $             | (0.90  | ) |               | $ | (0.87  | )
|Basic and dilutedpro forma                                                                                                                 |  | $             | (0.92  | ) |               | $ | (0.89  | )



As required, the pro
forma disclosures above include options granted since January 1, 1995. Consequently, the effects of applying SFAS No. 123 for providing pro forma disclosures may not be representative of the effects on reported net income (loss) for future years
until all options outstanding are included in the pro forma disclosures. For purposes of pro forma disclosures, the estimated fair value of stock-based compensation plans and other options is amortized to expense primarily over the vesting period.



Reclassification



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



|2. | Stock-Based Employee Compensation
|-- | ---------------------------------



The Company follows APB 25 and related Interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the
Companys employee stock options equals the market price of the underlying stock on the date of grant, generally no compensation expense is recognized.



Pro forma information regarding net income and earnings per share, as presented in Note 1, is required by SFAS No. 123, as amended by SFAS No. 148, and
has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123 as of its effective date. The weighted averaged fair value for options was estimated at the dates of grants using the
Black-Scholes option-pricing model to be $1.18 for the quarter ended March 31, 2004 and $1.77 for the quarter ended March 31, 2003, with the following weighted average assumptions: risk free interest rate of 3.25% for the quarter ended March 31,
2004



7



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and 2003; expected volatility factors of 107% and 174% for quarter ended March 31, 2004 and 2003, respectively; expected dividend yield of 0% for the quarter
ended March 31, 2004 and 2003; and estimated option lives of 5 years for the quarter ended March 31, 2004 and 2003.



In prior years, the Company repriced 775,300 options with an exercise price of $8.77 to an exercise price of $2.81, which represented the fair market
value on the date of the repricing. In accordance with generally accepted accounting principles, the Company has adopted variable plan accounting for these options from the date of the repricing. The price of the stock dropped below the repriced
levels after trading at prices higher than the repriced levels. No compensation expense was required in March 31, 2004 and 2003.



On January 5, 2004, the Company granted 50,000 options to an executive of the Company at an exercise price of $1.50, which was the fair market value at
the date of grant. These options vest over a three-year period. On March 19, 2003, the Company granted 40,000 options to an executive of the Company at an exercise price of $1.73, which was the fair market value at the date of grant. These options
vest over a three-year period. On November 21, 2003, the Company granted 250,000 options to an executive of the Company at an exercise price of $2.00, which was the below fair market value at the date of grant. The Company recorded compensation
expense of $38 related to these options, since they were granted at below market value. These options vest over a three-year period.



|3. | Shareholders Deficit
|-- | ---------------------



In May 2002, the Company amended its 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 the Companys
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 the Companys 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 the Companys discretion. The Company expects to pay such dividends in kind for the foreseeable
future. Holders of shares of the Series A Stock vote on an as converted basis, together with the holders of Class A and Class B common stock. During the second quarter of 2002, the Company completed a series of private placements to
issue 110,000 units for an aggregate purchase price of $11,000. Each unit consists of one share of Series A Stock and 6.25 warrants to acquire an equal number of shares of Class A common stock. The warrants are exercisable at any time from the date
of grant and expire five years from the date of grant. The Company 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. In accordance with Emerging Issue Task Force Issue No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, the Company recorded approximately $2,100 of beneficial conversion in additional paid in
capital. The Company incurred approximately $770 in legal and other costs directly related to the private placements.



In March 2004, the Interep Stock Growth Plan (SGP) paid the Company $544 to purchase 238,759 shares of Class B common stock, which were issued
in the second quarter of 2004. The shares were issued at the current fair market value on the date of purchase. During 2003, the SGP purchased Class A common stock in the open market rather than shares of Class B common stock from the Company.



|4. | Long Term Debt
|-- | ---------------



Long-term debt at March 31, 2004 was comprised of $99,000 in 10.0% Senior Subordinated Notes due July 1, 2008 (the Notes) and $9,500 of the
$10,000 senior secured revolving credit facility, as described below.



8



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The Notes are general unsecured obligations of the Company, and the indenture for the Notes provides,
among other things, restrictions on incurrence of additional indebtedness, payment of dividends, repurchase of equity interests (as defined), creation of liens (as defined), transactions with affiliates (as defined), sale of assets or certain
mergers and consolidations. 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 the Companys
subsidiaries are guarantors of the Notes. Each guarantee is full, unconditional and joint and several with the other guarantees. The Company has no other assets or operations separate from its investment in the subsidiaries. In July 2000, the
Company repurchased $1,000 in principal of the Notes in an open market transaction.



The Company capitalized $4,689 of costs incurred in the offering of the Notes, which is being amortized over the ten-year life of the Notes.



In September 2003, the Company entered into a $10,000 senior secured revolving credit facility with Commerce Bank, N.A. to
replace the Companys $10,000 senior secured term loan facility with an institutional lender. The revolving credit facility enables the Company to efficiently manage its cash as we may borrow, repay and re-borrow funds as needed. The revolving
credit facility has an initial term of three years. The credit facility is secured by a first priority lien on all of the Companys and its 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 the Company (i) maintain certain 12-month trailing Operating EBITDA levels (Operating EBITDA is defined in the Loan and Security Agreement as, for any period: (a) the Companys consolidated net income
(loss), plus (b) all taxes on income plus state and local franchise and corporation taxes paid by the Company and any of its Subsidiaries plus (c) all interest expense deducted in determining such net income, plus (d) all depreciation and
amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus
(g) extraordinary losses, less (h) contract termination revenue); (ii) have certain minimum accounts receivable as of the end of each quarter; (iii) have not less than $200,000 of representation contract value 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. The Company incurred approximately $500 in legal and other costs directly related to the revolving credit facility, which are being amortized into interest expense
over the life of the facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the revolving credit facility.



|5. | Commitments and Contingencies
|-- | -----------------------------



The Company may be 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 operations of the Company.



In October 2003, one of the Companys subsidiaries instituted an arbitration proceeding in Las Vegas, Nevada against Citadel Broadcasting Corporation
in connection with Citadels termination of its representation contract with the Company. The Company is seeking monetary damages from Citadel for, among other things, unpaid commissions to which the Company is contractually entitled and other
damages arising from Citadels breach of the representation contract and certain other contracts to which Citadel is a party. The Company commenced the arbitration proceeding pursuant to the commercial arbitration rules of the American
Arbitration Association. In November 2003, Citadel served its answer and several counterclaims. Arbitrators have been selected and the parties are proceeding with the arbitration. The Company believes that it has factual and legal defenses to the
counterclaims and intends to pursue its claims and defend the counterclaims vigorously. The arbitration hearing is currently scheduled to commence in late November 2004.



9



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Certain clients of the Company were served summons and complaints (on separate matters) for alleged
breaches of various national sales representation agreements. The Company had agreed to indemnify its clients from and against any loss, liability, cost or expense incurred in the actions. In the first quarter of 2002, the Company entered into a
settlement agreement regarding these contract acquisition claims. The settlement resulted in the offset of approximately $12,500 in representation contract buyout receivables and payables as well as additional contract termination revenue of $2,400.
In addition, the settlement agreement includes amended payment schedules for approximately $1,500 in contract representation payables previously recorded.



|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.
| | - | -------------------------



10



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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 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. While the pace of that activity significantly declined in recent years, it may again increase in
light of recent Federal Communications Commission rule-making. We base our decisions to acquire a representation contract on the market share opportunity presented and an analysis of the costs and net benefits to be derived. We continuously seek
opportunities to acquire additional representation contracts on attractive terms, while maintaining our current clients. Our ability to acquire and maintain representation contracts has had, and will continue to have, a significant impact on our
revenues and cash flows.



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



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



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



Our business
generally follows the pattern of advertising expenditures. It is seasonal to the extent that radio advertising spending increases during the fourth calendar quarter in connection with the Christmas season and



11



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



Results of
Operations



Three Months Ended March 31, 2004 Compared to Three
Months Ended March 31, 2003



Commission
revenues. Commission revenues for the first quarter of 2004 decreased to $16.9 million from $18.3 million for the first quarter of 2003, or approximately 7.9%. This $1.4 million decrease resulted from Citadel Broadcasting Companys
cancellation of its representation contract with us in the fourth quarter 2003. Commission revenue from our other clients for the first quarter was essentially the same as in the same period last year. (see Part IV, Item 1. Legal Proceedings)



Contract termination revenue. Contract termination
revenue in the first quarter of 2004 increased to $0.2 million from less than $0.01 million in the first quarter of 2003.



Selling expenses. Selling expenses for the first quarter of 2004 decreased to $14.7 million from $15.4 million in the first quarter of 2003. The
$0.7 million decrease in selling expenses was, in large part, attributable to lower compensation costs in the first quarter of 2004 offset by special promotion programs.



General and administrative expenses. General and administrative expenses were $3.4 million in the first quarter of
both 2004 and 2003.



Operating loss before depreciation and
amortization. Operating loss before depreciation and amortization increased by $0.5 million, or 116.6%, for the first quarter of 2004 to $1.0 million from $0.5 million for the first quarter of 2003, for the reasons discussed above. Operating
income before depreciation and amortization is not a measure of performance calculated in accordance with GAAP and should not be considered in isolation from or as a substitute for operating income (loss), net income (loss), cash flow or other GAAP
measurements. We believe it is useful in evaluating our performance, in addition to the GAAP data presented, as it is commonly used by lenders and the investment community to evaluate the performance of companies in our business. Moreover, the
maintenance of certain levels of operating income before depreciation and amortization is required under the covenants of our revolving credit facility.



Reconciliation of operating income before depreciation and amortization to GAAP Loss Data



|                                                    |  |                        |        |   |               |   |        |  
|--------------------------------------------------- |  | ---------------------- | ------ | - | ------------- | - | ------ | -
|                                                    |  | March 31,2004          |        |   | March 31,2003 |  
|                                                    |  | (dollars in thousands) |       
|Net loss applicable to common shareholders          |  | $                      | (9,204 | ) |               | $ | (8,947 | )
|Add back:                                           |  |                        |        |   |               |   |        |  
|Depreciation and amortization                       |  |                        | 5,300  |   |               |   | 5,588  |  
|Preferred stock dividend                            |  |                        | 114    |   |               |   | 110    |  
|Tax provision                                       |  |                        | 164    |   |               |   | 46     |  
|Interest expense, net                               |  |                        | 2,658  |   |               |   | 2,756  |  
|                                                    |  |                        |        |   |               |   |        |  
|Operating loss before depreciation and amortization |  | $                      | (968   | ) |               | $ | (447   | )
|                                                    |  |                        |        |   |               |   |        |  



Depreciation and
amortization expense. Depreciation and amortization expense decreased $0.3 million, or 5.2%, during the first quarter of 2004, to $5.3 million from $5.6 million in the first quarter of 2003.



12



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Operating loss. Operating loss increased by $0.2 million, or 3.8%, for the first quarter of 2004
to $6.2 million, as compared to $6.0 million for the first quarter of 2003, for the reasons discussed above.



Interest expense, net. Interest expense, net, decreased $0.1 million, or 3.6%, to $2.7 million for the first quarter of 2004, from $2.8 million for
the first quarter of 2003. This decrease primarily resulted from our replacement, in September 2003, of a prior term loan facility with a new revolving credit facility with a lower interest rate.



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 quarter of 2004 was $0.2 million as compared to less than $0.1 million for the comparable 2003 period.



Net loss applicable to common shareholders. Our net loss applicable
to common shareholders increased $0.3 million, or 2.8%, to $9.2 million for the first quarter of 2004, from $8.9 million for the first quarter of 2003, for the reasons discussed above.



Liquidity and Capital Resources



Our cash requirements have been primarily funded by cash provided from operations and financing transactions. At March 31, 2004, we had cash and cash
equivalents of $5.4 million and working capital of $16.0 million and availability under our credit facility of $0.5 million.



Cash used in operating activities during the first quarter of 2004 was $6.8 million as compared to cash provided by operating activities of $1.6 million
during the first quarter of 2003. This fluctuation was primarily attributable to working capital components.



Net cash used in investing activities is attributable to capital expenditures. Net cash used in investing activities during the first quarter of 2004 and
2003 was $0.2 million and $0.1 million, respectively.



Cash
provided by financing activities was $4.7 million during the first quarter of 2004 and consisted of $5.5 million of net borrowings on the credit facility and $0.5 million for the Class B common stock to be issued to our SGP, partially offset by $1.3
million of representation contract acquisition payments. Cash used for financing activities of $3.2 million for the comparable period of 2003 was used for representation contract acquisition payments.



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



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



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



13



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



In September 2003, we entered into a $10 million senior secured revolving
credit facility with Commerce Bank, N.A. to replace our $10 million senior secured term loan facility with an institutional lender. The revolving credit facility enables us to more efficiently manage our cash as we may borrow, repay and re-borrow
funds as needed. The revolving credit facility has an initial term of three years. 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 is defined in the Loan and Security Agreement as, for any period: (a) our consolidated net income (loss),
plus (b) all taxes on income plus state and local franchise and corporation taxes paid by us and any of our subsidiaries plus (c) all interest expense deducted in determining such net income, plus (d) all depreciation and amortization expense and
other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses,
less (h) contract termination revenue); (ii) have certain minimum accounts receivable as of the end of each quarter; (iii) have not less than $200 million of representation contract value 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. We incurred approximately $0.5 million in legal and other costs directly related to the revolving credit facility, which are being amortized into interest over the life of the
facility. The remaining $1.2 million of unamortized financing costs related to the superseded term loan facility, as well as the remaining $0.4 million of unamortized discount related to the warrants issued in conjunction with that facility, were
written off to interest expense during the third quarter of 2003. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the revolving credit facility. At March 31, 2004, we had $9.5 million outstanding under our
revolving credit facility.



On November 7, 2002, we entered
into an agreement with an institutional lender to provide us with a $10 million term loan facility. The loan had a five-year term, was secured by an interest in substantially all of our assets and required that interest at a rate of 8.125% be paid
quarterly. In connection with the loan, we issued a warrant to an affiliate of the lender to purchase 225,000 shares of our Class A common stock for nominal consideration. These warrants were valued at $0.5 million using a Black-Scholes model and
were recorded as a discount to the term loan facility, which was being amortized as interest expense based on an effective interest rate method over the life of the loan. In addition, 50,000 shares of our Class A common stock were issued to an
advisor in connection with the term loan. These shares were recorded at fair value at the time of issuance, which was $0.1 million, and was recorded as deferred loan cost, which was being amortized on a straight-line basis over the term of the loan.
This obligation was repaid with the proceeds from our revolving credit facility and the commitment was terminated.



During 2002, we completed a series of private placements to issue 110,000 units for an aggregate purchase price of $11 million, less related costs. Each
unit consists of one share of Series A Convertible Preferred Stock (Series A Preferred Stock) and 6.25 warrants to acquire the same number of shares of our Class A common stock. The warrants are exercisable at any time from the date of
grant and expire at various times in 2007. We also issued warrants to acquire 5,000 shares of our Class A common stock to a placement agent in connection with the sale of 10,000 units. We incurred approximately $0.8 million in legal and other costs
directly related to the private placements.



We believe that
the liquidity resulting from the transactions described above, together with anticipated cash from continuing operations, should be sufficient to fund our operations and anticipated needs for required representation contract acquisition payments,
and to make the required 10% annual interest payments on the Senior Subordinated Notes, as well as the monthly interest payments under our senior secured revolving loan



14



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facility, for at least the next 12 months. We may not, however, generate sufficient cash flow for these purposes or to repay the notes at maturity.



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



Certain Factors That May Affect Our Results of Operations



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



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



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



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



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



| |  | We depend heavily on our key personnel, including our Chief Executive Officer Ralph C. Guild, our President and Chief Operating Officer George E. Pine and the President of our
Marketing Division Marc Guild, and our inability to retain 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 may need additional financing for our future capital needs, which may not be available on favorable terms, if at all.
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | Competition could harm our business. Our only significant competitor is Katz Media 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Acquisitions and strategic investments could adversely affect our business.
| | - | ---------------------------------------------------------------------------



| |  | Our Internet business may suffer if the market for Internet advertising weakens.
| | - | --------------------------------------------------------------------------------



15



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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 2003 Annual Report on Form 10-K, filed on March 29, 2004, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting
Policies section of Item 7 of Part II.



Contractual Obligations and Other
Commercial Commitments



|                                    |  |                        |       |               |   |           |  |           |      |                 |   |       |  |   |    
|----------------------------------- |  | ---------------------- | ----- | ------------- | - | --------- |  | --------- | ---- | --------------- | - | ----- |  | - | ---
|                                    |  | Payments Due by Period
|                                    |  | Total                  |       | Remainder2004 |   | 2005-2006 |  | 2007-2008 |      | 2009-Thereafter
|                                    |  | (Dollars in Millions) 
|Long term debt                      |  | $                      | 108.5 |               | $ |          |  | $         | 9.5  |                 | $ | 99.0  |  | $ |   
|Operating leases                    |  |                        | 13.1  |               |   | 3.7       |  |           | 5.2  |                 |   | 3.5   |  |   | 0.7
|Interest expense                    |  |                        | 39.2  |               |   | 4.5       |  |           | 19.8 |                 |   | 14.9  |  |   |   
|Annual fees for accounting services |  |                        | 14.6  |               |   | 2.7       |  |           | 7.7  |                 |   | 4.2   |  |   |   
|Representation contract buyouts     |  |                        | 12.2  |               |   | 6.7       |  |           | 4.5  |                 |   | 0.6   |  |   | 0.4
|                                    |  |                        |       |               |   |           |  |           |      |                 |   |       |  |   |    
|Total                               |  | $                      | 187.6 |               | $ | 17.6      |  | $         | 46.7 |                 | $ | 122.2 |  | $ | 1.1
|                                    |  |                        |       |               |   |           |  |           |      |                 |   |       |  |   |    



|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 2004 earnings.



|Item 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



| | (a) | Evaluation of Disclosure Controls and Procedures
| | --- | ------------------------------------------------



An evaluation as of the end of the period covered by this quarterly report was carried out under the supervision and with the participation of our
management, including the Chairman and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934). Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective.



| | (b) | Changes in Internal Controls
| | --- | ----------------------------



There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal period 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.



16



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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.



In October 2003, one of our subsidiaries instituted an arbitration proceeding in Las Vegas, Nevada against Citadel
Broadcasting Corporation in connection with Citadels termination of its representation contract with us. We are seeking monetary damages from Citadel for, among other things, unpaid commissions to which we are contractually entitled and other
damages arising from Citadels breach of the representation contract and certain other contracts to which Citadel is a party. We commenced the arbitration proceeding pursuant to the commercial arbitration rules of the American Arbitration
Association. In November 2003, Citadel served its answer and several counterclaims. Arbitrators have been selected and the parties are proceeding with the arbitration. We believe that we have factual and legal defenses to the counterclaims and we
intend to pursue our claims and defend the counterclaims vigorously. The arbitration hearing is currently scheduled to commence in late November 2004.



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



In March 2004, our Stock Growth Plan and Trust purchased 238,759 shares of our Class B common stock at a price of $2.28 per
share for net cash proceeds of $0.5 million. The purchase price per share represented the average closing sales price of our Class A common stock on the Nasdaq OTC Bulletin Board for the 20-day trading period ending immediately prior to the date the
shares were purchased. The shares were not issued until the second quarter of 2004. We believe the issuance of these shares is exempt pursuant to Section 4(2) of the Securities Act of 1933.



|Item 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



None.



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



None.



|Item 5. | OTHER INFORMATION
|------- | -----------------



None.



17



---

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



|(A) | Documents Filed as Part of this Report
|--- | --------------------------------------



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



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



|(B) | Reports on Form 8-K
|--- | -------------------



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



|               |  |                |  |                           
|-------------- |  | -------------- |  | --------------------------
|Date of Report |  | Items Reported |  | Financial Statements Filed
|March 11, 2004 |  | Item 5         |  | No                        
|               |  |               
|March 30, 2004 |  | Item 12        |  | No                        



18



---

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.



May 14, 2004



INTEREP NATIONAL RADIO SALES, INC.By:

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




19



---

EXHIBIT INDEX



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