8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 31, 2003

INTEREP NATIONAL RADIO SALES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	000-28395	13-1865151
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Park Avenue, New York, New York (Address of principal executive offices)		10017 (Zip Code)
Registrant’s telephone number, including area code		(212) 916-0700

(Former name or former address, if changed since last report.)

Item 7.    Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits

Exhibit No.	Description
99.1	Text of press release, dated July 31, 2003

Item 12.    Regulation FD Disclosure

On July 31, 2003, we issued a press release regarding our financial results for the quarter ended June 30, 2003. We have included the press release as an exhibit to this current report.

The information in this current report on Form 8-K and the exhibit attached hereto 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.

SIGNATURE

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 hereunto duly authorized.

	INTEREP NATIONAL RADIO SALES, INC. (Registrant)
Date: July 31, 2003	By:	/s/ WILLIAM J. MCENTEE, JR.
		William J. McEntee, Jr. Senior Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

[Interep Logo]

INTEREP REPORTS SECOND QUARTER RESULTS

FOR IMMEDIATE RELEASE

NEW YORK — July 31, 2003 — Interep (NASDAQ: IREP), today announced that commission revenue decreased 3.7% to $22.8 million for the second quarter ended June 30, 2003, from $23.7 million for the same period last year. The decline in radio advertising in the second quarter of 2003 was due to weakness in April and May attributable in large part to the war in Iraq. Commission revenue for the six months ended June 30, 2003 and 2002 was $41.2 million. Interep is the largest independent sales and marketing company specializing in radio, the Internet and new media.

Loss per share applicable to common shareholders for the second quarter 2003 was $0.44, as compared to income per share of $0.02 in the comparable period last year. Loss per share for the six months ended June 30, 2003 increased to $1.32 from $0.37 in the comparable period last year. Net loss applicable to common shareholders for the second quarter 2003 was $4.5 million as compared to net income applicable to common shareholders of $0.3 million for the same period last year. Net loss applicable to common shareholders for the first six months of 2003 increased to $13.5 million from $3.5 million for the first six months of 2002.

The presentation of Interep’s historical financial performance reflects the adoption by the SEC of Regulation G and related guidance affecting the use and disclosure of non-GAAP financial measures. As a consequence, Interep will no longer refer to “Operating Income before Depreciation and Amortization” as “EBITDA”.

Operating income before depreciation and amortization decreased to $4.1 million for the second quarter ended June 30, 2003 from $9.1 million in the same period last year. Included in the second quarter of 2002 was $3.6 million for non-recurring contract termination revenue and non-cash option repricing as compared to $0.6 million in the 2003 comparable period. Operating income before depreciation and amortization, and excluding contract termination revenue and option repricing adjustment is not a measure of performance calculated in accordance with generally accepted accounting principles, but we believe it is useful to analysts and investors in evaluating the performance of Interep, in addition to the GAAP data presented.

Selling, general and administrative expenses increased to $19.3 million for the second quarter ended June 30, 2003, from $18.2 million for the same period last year. Included in selling, general and administrative expenses are approximately $0.6 million in severance expense and legal fees.

For the first six months of 2003, Operating income before depreciation and amortization decreased to $3.7 million from $12.9 million for the same period last year. Included in

the six months ended June 30, 2002 was $6.9 million for non-recurring contract termination revenue and non-cash option repricing as compared to $0.6 million in the 2003 comparable period.

“Although national radio, along with overall ad spending, experienced a slowdown during the conflict in Iraq, business began to pick up in mid-May. This strength has continued throughout the summer months,” stated Ralph Guild, Chairman and CEO. “We believe that this momentum will continue to build throughout the remainder of the year.”

About Interep:

Interep (NASDAQ: IREP) is the nation’s largest independent advertising sales and marketing company specializing in radio, the Internet and complementary media, with offices in 17 cities. Interep is the parent company of ABC Radio Sales, Allied Radio Partners, Cumulus Radio Sales, D&R Radio, Infinity Radio Sales, McGavren Guild Radio, MG/Susquehanna, SBS/Interep, as well as Interep Interactive, the company’s interactive representation and web publishing division specializing in the sales and marketing of on-line advertising, including streaming media. Interep Interactive includes Cybereps, Perfect Circle Media and Winstar Interactive. In addition, Interep provides a variety of support services, including: consumer and media research, sales and management training, promotional programs and unwired radio “networks.” Clients also benefit from Interep’s new business development team, the Interep Marketing Group For more information, visit the company’s website at www.interep.com.

The information contained in this news release, other than historical information, consists of forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. For a discussion of certain factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Interep’s recent filings with the Securities and Exchange Commission.

For more information, visit the company’s website at www.interep.com.

Contact:	Ralph Guild	(212) 916-0508
	Bill McEntee	(561) 227-0601
	Mike Frank	(201) 659-0101	mike@mikefrankassociates.com

INTEREP NATIONAL RADIO SALES, INC.

SUMMARY OPERATING DATA

(dollars in thousands)

	Three Months Ended June 30				Six Months Ended June 30
	2003		2002		2003		2002
Revenue:
Commission revenue	22,832		23,704		41,174		41,232
Contract termination	570		3,979		575		6,366
Total revenue	23,402		27,683		41,749		47,598
Selling expenses	15,901		15,112		31,266		28,896
General and administrative expenses	3,391		3,098		6,820		6,294
Option repricing cost (income)	—		391		—		(529	)
Operating income before depreciation and amortization, and excluding contract termination revenue and option repricing	3,540		5,494		3,088		6,042
Operating income before depreciation and amortization	4,110		9,082		3,663		12,937
Depreciation and amortization	(5,590	)	(5,980	)	(11,178	)	(11,900	)
Operating income (loss)	(1,480	)	3,102		(7,515	)	1,037
Interest expense, net	(2,792	)	(2,507	)	(5,548	)	(5,019	)
Other income / tax provision	(131	)	(284	)	(177	)	502
Net (loss) income	(4,403	)	311		(13,240	)	(3,480	)
Preferred stock dividend	130		—		240		—
Net (loss) income applicable to common shareholders	(4,533	)	311		(13,480	)	(3,480	)
EPS—Fully Diluted	(0.44	)	0.02		(1.32	)	(0.37	)
Reconciliation of Operating Income before Amortization and Depreciation
(dollars in thousands)
	Three Months Ended June 30				Six Months Ended June 30
	2003		2002		2003		2002
Net (loss) income applicable to common shareholders	(4,533	)	311		(13,480	)	(3,480	)
Deduct:
Tax benefit / other	—		—		—		(502	)
Add back:
Depreciation and amortization	5,590		5,980		11,178		11,900
Preferred stock dividend	130		—		240		—
Tax provision / other	131		284		177		—
Interest expense, net	2,792		2,507		5,548		5,019
Operating income before depreciation and amortization	4,110		9,082		3,663		12,937