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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 March 31, 2005



OR



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



For the
transition period from              to



Commission file number000-28395



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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 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 6, 2005, was 6,772,034 shares of Class A Common
Stock, and 4,523,842 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, 2005 |          |   | December 31, 2004 |  
|                                                                                                                                                                                                                         |  | (unaudited)    |          |   |                   |  
|ASSETS                                                                                                                                                                                                                   |  |                |          |   |                   |   |         |  
|Current assets:                                                                                                                                                                                                          |  |                |          |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                |  | $              | 4,375    |   |                   | $ | 4,937   |  
|Receivables, less allowance for doubtful accounts of $766 and $770                                                                                                                                                       |  |                | 18,622   |   |                   |   | 24,041  |  
|Representation contract buyouts receivable                                                                                                                                                                               |  |                | 2,019    |   |                   |   | 1,987   |  
|Current portion of deferred representation contract costs                                                                                                                                                                |  |                | 12,932   |   |                   |   | 13,364  |  
|Prepaid expenses and other current assets                                                                                                                                                                                |  |                | 1,365    |   |                   |   | 1,284   |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|Total current assets                                                                                                                                                                                                     |  |                | 39,313   |   |                   |   | 45,613  |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|Fixed assets, net                                                                                                                                                                                                        |  |                | 2,765    |   |                   |   | 3,114   |  
|Deferred representation contract costs                                                                                                                                                                                   |  |                | 30,283   |   |                   |   | 33,137  |  
|Representation contract buyouts receivable                                                                                                                                                                               |  |                | 2,843    |   |                   |   | 3,336   |  
|Investments and other assets                                                                                                                                                                                             |  |                | 5,712    |   |                   |   | 5,810   |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|                                                                                                                                                                                                                         |  | $              | 80,916   |   |                   | $ | 91,010  |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|LIABILITIES AND CAPITAL DEFICIT                                                                                                                                                                                          |  |                |          |   |                   |   |         |  
|Current liabilities:                                                                                                                                                                                                     |  |                |          |   |                   |   |         |  
|Accounts payable and accrued expenses                                                                                                                                                                                    |  | $              | 16,592   |   |                   | $ | 18,347  |  
|Accrued interest                                                                                                                                                                                                         |  |                | 2,478    |   |                   |   | 4,950   |  
|Representation contract buyouts payable                                                                                                                                                                                  |  |                | 5,198    |   |                   |   | 5,630   |  
|Accrued employee-related liabilities                                                                                                                                                                                     |  |                | 2,502    |   |                   |   | 3,680   |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|Total current liabilities                                                                                                                                                                                                |  |                | 26,770   |   |                   |   | 32,607  |  
|Long-term debt                                                                                                                                                                                                           |  |                | 101,000  |   |                   |   | 99,000  |  
|Representation contract buyouts payable                                                                                                                                                                                  |  |                | 2,224    |   |                   |   | 2,537   |  
|Other noncurrent liabilities                                                                                                                                                                                             |  |                | 2,098    |   |                   |   | 2,293   |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|Total liabilities                                                                                                                                                                                                        |  |                | 132,092  |   |                   |   | 136,437 |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|Capital deficit:                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|4% Series A cumulative convertible preferred stock, $0.01 par value400,000 shares authorized, 118,598 shares issued and outstanding at
March 31, 2005 and December 31, 2004) (aggregate liquidation preference$11,860) |  |                | 1        |   |                   |   | 1       |  
|Class A common stock, $0.01 par value20,000,000 shares authorized, 6,772,034 and 6,669,221 shares issued and outstanding at March 31,
2005 and December 31, 2004                                                        |  |                | 68       |   |                   |   | 67      |  
|Class B common stock, $0.01 par value10,000,000 shares authorized, 4,523,842 and 4,626,655 shares issued and outstanding at March 31,
2005 and December 31, 2004, convertible into Class A common stock                 |  |                | 45       |   |                   |   | 46      |  
|Additional paid-in-capital                                                                                                                                                                                               |  |                | 52,406   |   |                   |   | 52,525  |  
|Accumulated deficit                                                                                                                                                                                                      |  |                | (103,696 | ) |                   |   | (98,066 | )
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|Total capital deficit                                                                                                                                                                                                    |  |                | (51,176  | ) |                   |   | (45,427 | )
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  
|                                                                                                                                                                                                                         |  | $              | 80,916   |   |                   | $ | 91,010  |  
|                                                                                                                                                                                                                         |  |                |          |   |                   |   |         |  



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



2



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INTEREP NATIONAL RADIO SALES, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                   |  |                                     |        |   |      |   |        |  
|------------------------------------------------------------------ |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                   |  | For the Three MonthsEnded March 31, |       
|                                                                   |  | 2005                                |        |   | 2004 |  
|Commission revenues                                                |  | $                                   | 17,447 |   |      | $ | 16,889 |  
|Contract termination revenue                                       |  |                                     | 226    |   |      |   | 236    |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Total revenues                                                     |  |                                     | 17,673 |   |      |   | 17,125 |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Operating expenses:                                                |  |                                     |        |   |      |   |        |  
|Selling expenses                                                   |  |                                     | 13,922 |   |      |   | 14,646 |  
|General and administrative expenses                                |  |                                     | 2,812  |   |      |   | 3,447  |  
|Depreciation and amortization expense                              |  |                                     | 3,977  |   |      |   | 5,300  |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Total operating expenses                                           |  |                                     | 20,711 |   |      |   | 23,393 |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Operating loss                                                     |  |                                     | (3,038 | ) |      |   | (6,268 | )
|Income on equity investment                                        |  |                                     | (77    | ) |      |   |       |  
|Interest expense, net                                              |  |                                     | 2,565  |   |      |   | 2,658  |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Loss before income taxes                                           |  |                                     | (5,526 | ) |      |   | (8,926 | )
|Income taxes                                                       |  |                                     | 104    |   |      |   | 164    |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Net loss                                                           |  |                                     | (5,630 | ) |      |   | (9,090 | )
|Preferred stock dividend                                           |  |                                     | 119    |   |      |   | 114    |  
|                                                                   |  |                                     |        |   |      |   |        |  
|Net loss applicable to common shareholders                         |  | $                                   | (5,749 | ) |      | $ | (9,204 | )
|                                                                   |  |                                     |        |   |      |   |        |  
|Basic and diluted loss per share applicable to common shareholders |  | $                                   | (0.51  | ) |      | $ | (0.90  | )
|                                                                   |  |                                     |        |   |      |   |        |  



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



3



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INTEREP NATIONAL RADIO SALES, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                |  |                                     |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | For the Three MonthsEnded March 31, |       
|                                                                                |  | 2005                                |        |   | 2004 |  
|Cash flows from operating activities:                                           |  |                                     |        |   |      |   |        |  
|Net loss                                                                        |  | $                                   | (5,630 | ) |      | $ | (9,090 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                     |        |   |      |   |        |  
|Depreciation and amortization                                                   |  |                                     | 3,977  |   |      |   | 5,300  |  
|Income on equity investment                                                     |  |                                     | (77    | ) |      |   |       |  
|Changes in assets and liabilities:                                              |  |                                     |        |   |      |   |        |  
|Receivables                                                                     |  |                                     | 5,419  |   |      |   | 5,877  |  
|Representation contract buyouts receivable                                      |  |                                     | 461    |   |      |   | (98    | )
|Prepaid expenses and other current assets                                       |  |                                     | (81    | ) |      |   | 87     |  
|Other noncurrent assets                                                         |  |                                     | 3      |   |      |   | (86    | )
|Accounts payable and accrued expenses                                           |  |                                     | (1,739 | ) |      |   | (4,601 | )
|Accrued interest                                                                |  |                                     | (2,472 | ) |      |   | (2,443 | )
|Accrued employee-related liabilities                                            |  |                                     | (1,178 | ) |      |   | (975   | )
|Other noncurrent liabilities                                                    |  |                                     | (195   | ) |      |   | (759   | )
|                                                                                |  |                                     |        |   |      |   |        |  
|Net cash used in operating activities                                           |  |                                     | (1,512 | ) |      |   | (6,788 | )
|                                                                                |  |                                     |        |   |      |   |        |  
|Cash flows from investing activities:                                           |  |                                     |        |   |      |   |        |  
|Additions to fixed assets                                                       |  |                                     | (202   | ) |      |   | (185   | )
|                                                                                |  |                                     |        |   |      |   |        |  
|Net cash used in investing activities                                           |  |                                     | (202   | ) |      |   | (185   | )
|                                                                                |  |                                     |        |   |      |   |        |  
|Cash flows from financing activities:                                           |  |                                     |        |   |      |   |        |  
|Station representation contract payments                                        |  |                                     | (848   | ) |      |   | (1,306 | )
|Gross borrowings on credit facility                                             |  |                                     | 8,000  |   |      |   | 14,500 |  
|Gross repayments on credit facility                                             |  |                                     | (6,000 | ) |      |   | (9,000 | )
|Class B common stock to be issued                                               |  |                                     |       |   |      |   | 544    |  
|                                                                                |  |                                     |        |   |      |   |        |  
|Net cash provided by financing activities                                       |  |                                     | 1,152  |   |      |   | 4,738  |  
|                                                                                |  |                                     |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                       |  |                                     | (562   | ) |      |   | (2,235 | )
|Cash and cash equivalents, beginning of period                                  |  |                                     | 4,937  |   |      |   | 7,661  |  
|                                                                                |  |                                     |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                        |  | $                                   | 4,375  |   |      | $ | 5,426  |  
|                                                                                |  |                                     |        |   |      |   |        |  
|Supplemental disclosures of cash flow information:                              |  |                                     |        |   |      |   |        |  
|Cash paid during the period for:                                                |  |                                     |        |   |      |   |        |  
|Interest                                                                        |  | $                                   | 4,954  |   |      | $ | 5,004  |  
|Income taxes                                                                    |  |                                     | 104    |   |      |   | 164    |  
|Non-cash investing and financing activities:                                    |  |                                     |        |   |      |   |        |  
|Station representation contracts acquired                                       |  | $                                   | 154    |   |      | $ | 1,392  |  
|Preferred stock dividend                                                        |  |                                     | 119    |   |      |   | 114    |  



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



4



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share information)



1. Summary of Significant Accounting Policies



Principles of Consolidation



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



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



Use of Estimates



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



Allowance for
doubtful accounts



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



Revenue Recognition



We are a national representation firm serving radio broadcast clients and
certain internet service providers throughout the United States. Commission revenues are derived from sales of advertising time for radio stations under representation contracts. Commissions and fees are recognized in the month the advertisement is
broadcast. In connection with our unwired network business, we collect fees for unwired network radio advertising and, after deducting our commissions, remit the fees to the respective radio stations. In instances when we are not legally obligated
to pay a station or service provider until the corresponding receivable is paid, fees payable to stations have been offset against the related receivable from advertising agencies in the accompanying consolidated balance sheets. We record all
commission revenues on a net basis. Commissions are recognized based on the standard broadcast calendar that ends on the last Sunday in each reporting period. The broadcast calendars for the three months ended March 31, 2005 and 2004 both had 13
weeks.



5



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



Representation Contract Termination Revenue and Contract Acquisition Costs



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



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 and 10,248,159 for
the three months ended March 31, 2005 and 2004. Diluted loss per share would reflect the potential dilution that could occur if the outstanding options to purchase common stock were exercised. For the three months ended March 31, 2005 and 2004, the
exercise of outstanding options would have an antidilutive effect and therefore have been excluded from the calculation. Shares issuable under options that have not been included in the fully diluted loss per share calculation because of their
antidilutive effect were 5,140,217 and 5,168,217 at March 31, 2005 and 2004.



Restructuring and Severance Charges



During
2003, we 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. We accrued an additional $232 during 2004 for 7 additional terminations. In accordance with 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, 2004, the accompanying consolidated balance sheet includes the accrual relating to the restructuring program of $1,082.
During the three months ended March 31, 2005, we paid approximately $394 of termination benefits under these programs, and also accreted approximately $40 of interest. As of March 31, 2005, the remaining accrual was $728, of which $681 is included
in accrued employee related liabilities and $47 is included in other noncurrent liabilities.



Stock-Based Compensation



We have elected to continue to account for our employee stock-based compensation plan using the intrinsic value method, as prescribed by APB No. 25 Accounting for Stock Issued to Employees and interpretations thereof (collectively APB
25) versus the fair value method allowed by SFAS No. 123. We have implemented the disclosure provision of SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure. This statement amended the disclosure provisions of
Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock Based Compensation, to require prominent disclosure of the effect on reported net income of an
entitys accounting



6



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



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, 2005 and 2004 in respect of stock options granted during
those periods. See Note 2 to Consolidated Financial Statements for further discussion of our accounting for stock-based compensation plans. Had compensation cost for these options been determined consistent with SFAS No. 123 and SFAS No. 148, our
net loss applicable to common shareholders, basic and diluted loss per share would have been as follows:



|                                                                                                                                            |  |               |        |   |               |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ------------- | - | ------ | -
|                                                                                                                                            |  | March 31,2005 |        |   | March 31,2004 |  
|Net loss applicable to common shareholders, as reported                                                                                     |  | $             | (5,749 | ) |               | $ | (9,204 | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |               | (193   | ) |               |   | (205   | )
|                                                                                                                                            |  |               |        |   |               |   |        |  
|Pro forma net loss                                                                                                                          |  | $             | (5,942 | ) |               | $ | (9,409 | )
|                                                                                                                                            |  |               |        |   |               |   |        |  
|Loss per share:                                                                                                                             |  |               |        |   |               |   |        |  
|Basic and dilutedas reported                                                                                                               |  | $             | (0.51  | ) |               | $ | (0.90  | )
|Basic and dilutedpro forma                                                                                                                 |  | $             | (0.53  | ) |               | $ | (0.92  | )



Pro forma information
regarding net income and earnings per share, as presented in Note 1, is required by SFAS No. 123, as amended by SFAS No. 148, and has been determined as if we had accounted for our employee stock options under the fair value method of SFAS No. 123
as of its effective date. The weighted averaged fair value for options was estimated at the dates of grant using the Black-Scholes option-pricing model to be $1.18 for the quarter ended March 31, 2004, with the following weighted average
assumptions: risk free interest rate of 3.25% for the quarter ended March 31, 2005 and 2004; expected volatility factors of 108% and 107% for quarter ended March 31, 2005 and 2004; expected dividend yield of 0% for the quarter ended March 31, 2005
and 2004; and estimated option lives of 5 years for the quarter ended March 31, 2005 and 2004. No options were issued in the quarter ended March 31, 2005.



In December 2004 the FASB issued SFAS No. 123, as revised, Share-based Payment SFAS No. 123(R). The provisions of the new standard were scheduled to go
into effect for all interim or annual periods beginning after June 15, 2005. SFAS No. 123(R) requires that compensation cost for all share-based employee payments be recognized in the statement of operations based on grant date fair values of the
awards, adjusted to reflect actual forfeitures and the outcome of certain other conditions. The fair value is generally not re-measured, except in limited circumstances, or if the award is subsequently modified. The statement will require us to
estimate the fair value of stock-based awards and recognize expense in the statement of operations as the related services are provided. This will change current practice, as upon adoption, we must cease using the intrinsic value method
of accounting, currently permitted by APB 25 that resulted in no expense for all of our stock option awards.



In March 2005, the U.S. Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107) which
expresses views of the SEC staff regarding the application of SFAS No.123(R). Among other things, SAB 107 provides interpretive guidance related to the interaction between SFAS No. 123(R) and certain SEC rules and regulations, as well as the SEC
staffs views regarding the valuation of share-based payment arrangements for public companies. On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates of SFAS No. 123(R). The new rule allows companies
to implement SFAS No. 123(R) at the beginning of their next fiscal year instead of the next reporting period that begins after June 15, 2005, or December 15, 2005 for small business issuers.



7



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



We will adopt the provisions of SFAS No. 123(R) as of the beginning of our fiscal year ending
December 31, 2006 and for future periods. Adoption of the standard may have a material impact on the results of operations in future periods. However, the impact of adoption will depend on levels of share-based payments granted in the future.



Reclassification



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



2.
Stock-Based Employee Compensation



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



On January 5, 2004, we granted 50,000 options to
an executive at an exercise price of $1.50, which was the fair market value at the date of grant. On March 12, 2004, we granted 20,000 options, 10,000 each to two employees, at an exercise price of $2.25, which was the fair market value at the date
of grant. On April 15, 2004, we granted 25,000 options to an executive at an exercise price of $2.09, which was the fair market value at the date of grant. These options vest over a three-year period.



3. Capital Deficit



In May 2002, we amended our certificate of incorporation for the purpose of establishing a series of preferred stock
referred to as the Series A Convertible Preferred Stock (the Series A Stock), with the authorization to issue up to 400,000 shares. The Series A Stock has a face value of $100 per share and a liquidation preference in such amount in
priority over our Class A and Class B common stock. Each share of the Series A Stock may be converted at the option of the holder at any time into 25 shares of Class A common stock at an initial conversion price of $4.00 per share (subject to
anti-dilution adjustments). If the market price of our Class A common stock is $8.00 or more for 30 consecutive trading days, the Series A Stock will automatically be converted into shares of Class A common stock at the then applicable conversion
price. The Series A Stock bears a 4% annual cumulative dividend that may be paid in cash or in kind (in additional shares of the Series A Stock) at our discretion. We have to date paid, and expect to pay for the foreseeable future, all such
dividends in kind. Holders of shares of the Series A Stock vote on an as converted basis, together with the holders of Class A and Class B common stock. During 2002, we completed a series of private placements to issue 110,000 units for
an aggregate purchase price of $11,000. Each unit consists of one share of Series A Stock and 6.25 warrants to acquire an equal number of shares of Class A common stock. The warrants are exercisable at any time from the date of grant and expire five
years from the date of grant. We allocated the net proceeds of approximately $10,230 from the sale of Series A Stock between the convertible preferred stock and the warrants, both of which are classified in additional paid in capital. We incurred
approximately $770 in legal and other costs directly related to the private placements. A stock dividend for the Series A Stock in the amount of 4,561 and 4,037 shares was paid as of May 1, 2004 and 2003.



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.



In March 2004, the Interep Stock Growth Plan (SGP) paid us $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 the first quarter of 2005, no shares were purchased by the
SGP.



8



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INTEREP NATIONAL RADIO SALES, INC.



NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS(Continued)

(in thousands, except share information)



4. LongTerm Debt



Long-term debt at March 31, 2005 was comprised of $99,000 in 10.0% Senior Subordinated Notes due July 1, 2008 (the
Notes) and $2,000 of the $10,000 senior secured revolving credit facility, as described below.



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



We capitalized $4,689 of costs incurred in the offering of the Notes which is
being amortized over the ten year life of the Notes. At March 31, 2005, the remaining balance is $1,520.



In September 2003, we entered into a $10,000 senior secured revolving credit facility with Commerce Bank, N.A. to replace our $10,000 senior secured term
loan facility with an institutional lender. The revolving credit facility enables us to efficiently manage our cash as we may borrow, repay and re-borrow funds as needed. The revolving credit facility 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) the Companys consolidated net income (loss), plus (b) all taxes on income plus state and local franchise and corporate taxes paid by the
Company and any of its subsidiaries plus (c) all interest expense deducted in determining such net income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from
the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h) contract termination revenue); (ii) have a certain minimum accounts
receivable balance as of the end of each quarter; (iii) have not less than $200,000 of representation contract value (as defined) as of the end of each quarter; and (iv) have not less than $2,000 of cash and cash equivalents as of the end of each
quarter. Management believes that we are in compliance with these covenants. We incurred approximately $500 in legal and other costs directly related to the revolving credit facility, which are being amortized as interest expense over the life of
the facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the revolving credit facility.



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 March 31, 2005 exceeded federally insured
limits by approximately $3,200. 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.



9



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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.



10



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



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



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



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



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



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



11



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Results of Operations



Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004



Commission revenues. Commission revenues for the first quarter of 2005 increased to $17.5 million from $16.9 million
for the first quarter of 2004, or approximately 3.3%. The majority of this $0.6 million increase can be attributed to the recent improvement in national spot advertising generally.



Contract termination revenue. Contract termination revenue of $0.2 million for the first quarter of 2005 was
essentially the same as the comparable period of 2004.



Selling expenses. Selling expenses for the first quarter of 2005 decreased to $13.9 million from $14.6 million in the first quarter of 2004. The $0.7 million decrease in selling expenses was, in large part, attributable to the
termination of certain special sales promotions, which affected 2004.



General and administrative expenses. General and administrative expenses for the first quarter of 2005 decreased to $2.8 million from $3.4 million in the first quarter 2004. This $0.6 million decrease can be attributed to the
termination of past severance programs and the non-recurrence of $0.2 million legal expenses related to the Citadel litigation, which were included in 2004.



Operating loss before depreciation and amortization. For the first three months of 2005, we had operating income before depreciation and
amortization of $0.9 million as compared to operating loss before depreciation and amortization of $1.0 million for the comparable period of 2004, an improvement of $1.9 million, for the reasons discussed above. Operating income before depreciation
and amortization is not a measure of performance calculated in accordance with GAAP and should not be considered in isolation from or as a substitute for operating income (loss), net income (loss), cash flow or other GAAP measurements. We believe it
is useful in evaluating our performance, in addition to the GAAP data presented, as it is commonly used by lenders and the investment community to evaluate the performance of companies in our business.



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



|                                                             |  |                        |        |   |                |   |        |  
|------------------------------------------------------------ |  | ---------------------- | ------ | - | -------------- | - | ------ | -
|                                                             |  | March 31, 2005         |        |   | March 31, 2004 |  
|                                                             |  | (dollars in thousands) |       
|Net loss applicable to common shareholders                   |  | $                      | (5,749 | ) |                | $ | (9,204 | )
|Add back:                                                    |  |                        |        |   |                |   |        |  
|Depreciation and amortization                                |  |                        | 3,977  |   |                |   | 5,300  |  
|Preferred stock dividend                                     |  |                        | 119    |   |                |   | 114    |  
|Tax provision                                                |  |                        | 104    |   |                |   | 164    |  
|Other income                                                 |  |                        | (77    | ) |                |   |       |  
|Interest expense, net                                        |  |                        | 2,565  |   |                |   | 2,658  |  
|                                                             |  |                        |        |   |                |   |        |  
|Operating income (loss) before depreciation and amortization |  | $                      | 939    |   |                | $ | (968   | )
|                                                             |  |                        |        |   |                |   |        |  



Depreciation and
amortization expense. Depreciation and amortization expense decreased $1.3 million, or 25.0%, during the first quarter of 2005, to $4.0 million from $5.3 million in the first quarter of 2004. This decrease was primarily the result of lower
contract acquisition cost amortization.



Operating loss.
Operating loss decreased by $3.2 million, or 51.5%, for the first quarter of 2005 to $3.0 million, as compared to $6.2 million for the first quarter of 2004, for the reasons discussed above.



Interest expense, net. Interest expense, net, decreased $0.1 million,
or 3.5%, to $2.6 million for the first quarter of 2005, from $2.7 million for the first quarter of 2004. This decrease primarily resulted from a lower balance on our revolving credit facility than in the prior period.



12



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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 2005 was $0.1 million as compared to $0.2 million for the comparable 2004 period.



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



Net loss applicable to common shareholders. Our net loss applicable to common shareholders decreased $3.5 million, or 37.5%, to $5.7 million for
the first quarter of 2004, from $9.2 million for the first quarter of 2004, 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, 2005, we had cash and cash equivalents of $4.4 million and working capital of $12.5 million and availability under
our credit facility of $8.0 million.



Cash used in operating
activities during the first quarter of 2005 was $1.5 million as compared to $6.8 million during the first quarter of 2004. This fluctuation was primarily attributable to working capital components.



Net cash used in investing activities was attributable to capital
expenditures. Net cash used in investing activities during the first quarter of 2005 and 2004 was $0.2 million. The payments made in 2005 and 2004 included $0.1 million, which was capitalized in 2003.



Cash provided by financing activities was $1.2 million during the first
quarter of 2005 and consisted of $2.0 million of net borrowings under our credit facility, partially offset by $0.8 million of representation contract acquisition payments. Cash provided by financing activities was $4.7 million during the first
quarter of 2004 and consisted of $5.5 million of net borrowings under our credit facility and $0.5 million related to the subsequent issuance of Class B common stock to our SGP, partially offset by $1.3 million of 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



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



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



13



---

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 Senior Subordinated 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, 2005, we had $2.0 million outstanding under our revolving credit
facility.



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



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



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



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



14



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



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



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



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



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



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



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



Critical Accounting Policies



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



Contractual Obligations and Other Commercial Commitments



|                                    |  |                        |       |                |   |           |  |           |      |                  |   |       |  |   |     
|----------------------------------- |  | ---------------------- | ----- | -------------- | - | --------- |  | --------- | ---- | ---------------- | - | ----- |  | - | ----
|                                    |  | Payments Due by Period
|                                    |  | Total                  |       | Remainder 2005 |   | 2006-2007 |  | 2008-2009 |      | 2010- Thereafter
|                                    |  | (Dollars in Millions) 
|Long term debt                      |  | $                      | 101.0 |                | $ |          |  | $         | 2.0  |                  | $ | 99.0  |  | $ |    
|Operating leases                    |  |                        | 43.6  |                |   | 3.5       |  |           | 8.4  |                  |   | 6.6   |  |   | 25.1
|Interest expense                    |  |                        | 29.3  |                |   | 4.5       |  |           | 19.8 |                  |   | 5.0   |  |   |    
|Annual fees for accounting services |  |                        | 22.5  |                |   | 2.9       |  |           | 8.4  |                  |   | 9.2   |  |   | 2.0 
|Representation contract buyouts     |  |                        | 7.4   |                |   | 4.8       |  |           | 1.9  |                  |   | 0.5   |  |   | 0.2 
|                                    |  |                        |       |                |   |           |  |           |      |                  |   |       |  |   |     
|Total                               |  | $                      | 203.8 |                | $ | 15.7      |  | $         | 40.5 |                  | $ | 120.3 |  | $ | 27.3
|                                    |  |                        |       |                |   |           |  |           |      |                  |   |       |  |   |     



15



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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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



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



Item 4. CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, our management, under the supervision of our Chief Executive Officer
and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(c) under that Act) as of the end of the period covered by this
quarterly report. Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that the design and operation of the Companys disclosure controls and procedures were not effective as of March
31, 2005.



This conclusion was based on the factors previously
disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2004, that is, our failure to implement the principles of EITF No. 03-16 Accounting for Investments in Limited Liability Companies on a timely
basis. The evaluation did not find other bases for the conclusion that the Companys disclosure controls and procedures were not effective as of December 31, 2004 or March 31, 2005.



In conducting its on-going evaluation of this matter, management considered,
among other things, the effectiveness of the Companys procedures for obtaining notice of new accounting and disclosure rules, policies, procedures and pronouncements, determining the relevance of such items to the Company and timely
implementing those items that it deems relevant. Management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is continuing to evaluate possible practical steps that it may wish to implement to improve its procedures
in this regard, mindful of the relatively small size of the Companys accounting and financial staff.



(b) Changes in Internal Controls



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



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 or operations.



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



None.



Item 3. DEFAULTS UPON SENIOR SECURITIES



None.



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



None.



Item 5. OTHER INFORMATION



None.



17



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



(A)Documents Filed as Part of this Report



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

---

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



(B)Reports on Form 8-K



None.



18



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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.



May 13, 2005

| |  |     |  |                                                                                                                       
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------
| |  |     |  | INTEREP NATIONAL RADIO SALES, INC.                                                                                    
| |  |    
| |  | By: |  | /s/    WILLIAM J. MCENTEE,
JR.                                                                                        
| |  |     |  | William J. McEntee, Jr. Senior Vice President and Chief Financial Officer (Principle Financial and Accounting Officer)



19



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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))