KDSM INC
10-Q, 1998-11-16
TELEVISION BROADCASTING STATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       [X]    SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1998

                                       OR

      [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE  SECURITIES  EXCHANGE  ACT  OF  1934  For  the
              transition period from ____________ to ____________.

                    Commission File Number: ________________

                                   KDSM, INC.
             (Exact name of Registrant as specified in its charter)

                           ---------------------------

           MARYLAND                                    52-1975792
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              2000 WEST 41ST STREET
                            BALTIMORE, MARYLAND 21211
                    (Address of principal executive offices)


                                 (410) 467-5005
              (Registrant's telephone number, including area code)


                                      NONE
         (Former name, former address and former fiscal year-if changed
                               since last report)


                                SINCLAIR CAPITAL
             (Exact name of Registrant as specified in its charter)

                           ---------------------------

         DELAWARE                                        52-2026076
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              2000 WEST 41ST STREET
                            BALTIMORE, MARYLAND 21211
                    (Address of principal executive offices)

                                 (410) 467-5005
              (Registrant's telephone number, including area code)

                                      NONE
             (Former name, former address and former fiscal year-if
                           changed since last report)

                           ---------------------------


                                       1
<PAGE>
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[ ]

As of November 16, 1998,  there were 100 shares of Common Stock,  $.01 par value
of KDSM,  Inc.,  issued and  outstanding  and  2,000,000  shares of $200 million
aggregate  liquidation  value of 11 5/8%  High  Yield  Trust  Offered  Preferred
Securities of Sinclair  Capital,  a subsidiary trust of KDSM,  Inc.,  issued and
outstanding.

THE  REGISTRANTS  EACH MEET THE CONDITIONS  FOR REDUCED  DISCLOSURE SET FORTH IN
GENERAL  INSTRUCTION H (1)(A) AND (B) OF FORM 10-Q AND ARE THEREFORE FILING THIS
FORM WITH THE REDUCED DISCLOSURE FORMAT.




                                       2
<PAGE>
                           KDSM, INC. AND SUBSIDIARIES

                                    Form 10-Q
                    For the Quarter Ended September 30, 1998


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                            <C>
PART I. FINANCIAL INFORMATION

    Item 1.     Consolidated Financial Statements

        Consolidated Balance Sheets as of December 31, 1997 and
               September 30, 1998.............................................................   4

        Consolidated Statements of Operations for the Three Months and Nine Months
               Ended September 30, 1997 and 1998..............................................   5

        Consolidated Statement of Stockholder's Equity for the Nine Months
               Ended September 30, 1998.......................................................   6

        Consolidated Statements of Cash Flows for the Nine Months
               Ended September 30, 1997 and 1998..............................................   7

        Notes to Unaudited Consolidated Financial Statements..................................   8

    Item 2.    Management's Discussion and Analysis of Results of Operations..................  10


PART II.  OTHER INFORMATION

    Item 6.    Exhibits and Reports on Form 8-K...............................................  13

        Signature.............................................................................  14

</TABLE>




                                       3
<PAGE>


                           KDSM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,     SEPTEMBER 30,
                                                                                           1997              1998
                                                                                     ---------------    -------------
                                         ASSETS

<S>                                                                                       <C>             <C>       
CURRENT ASSETS:
    Cash............................................................................      $         11    $       14
    Accounts receivable, net of allowance for doubtful accounts.....................             2,150         1,599
    Dividends receivable from parent................................................             1,085         1,085
    Current portion of program contract costs.......................................               988         1,244
    Prepaid expenses and other current assets.......................................                33            34
    Deferred barter costs ..........................................................               100            36
                                                                                          ------------    ----------
           Total current assets.....................................................             4,367         4,012
PROPERTY AND EQUIPMENT, net.........................................................             3,208         3,106
PROGRAM CONTRACT COSTS, less current portion........................................               925           664
INVESTMENT IN PARENT PREFERRED SECURITIES...........................................           206,200       206,200
DUE FROM PARENT ....................................................................             2,673         6,556
OTHER ASSETS                                                                                     7,757         6,692
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net........................................            33,410        32,635
                                                                                          ------------    ----------
           Total Assets ............................................................      $    258,540    $  259,865
                                                                                          ============    ==========

                          LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
    Accounts payable................................................................      $         30    $       21
    Accrued liabilities.............................................................               396           266
    Current portion of program contracts payable....................................             1,612         1,687
    Deferred barter revenues........................................................               209           133
    Subsidiary trust minority interest expense payable..............................               969           969
                                                                                          ------------    ----------
           Total current liabilities................................................             3,216         3,076
PROGRAM CONTRACTS PAYABLE...........................................................             1,241         1,260
DEFERRED STATE TAXES                                                                               334           507
                                                                                          ------------    ----------
           Total liabilities........................................................             4,791         4,843
                                                                                          ------------    ----------
COMMITMENTS AND CONTINGENCIES
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITIES OF  SUBSIDIARY
    TRUST  HOLDING  SOLELY KDSM SENIOR DEBENTURES ..................................           200,000       200,000
                                                                                          ------------    ----------
STOCKHOLDER'S EQUITY:
    Common stock, $.01 par value, 1,000 shares authorized
        and 100 shares issued and outstanding.......................................                 -             -
    Additional paid-in capital......................................................            51,149        51,149
    Retained earnings...............................................................             2,600         3,873
                                                                                          ------------    ----------
           Total stockholder's equity...............................................            53,749        55,022
                                                                                          ------------    ----------
           Total Liabilities and Stockholder's Equity...............................      $    258,540    $  259,865
                                                                                          ============    ==========
</TABLE>
              The accompanying notes are an integral part of these
                       unaudited consolidated statements.

                                       4
<PAGE>
                           KDSM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                                       ---------------------   ----------------------
                                                                            1997      1998       1997        1998
                                                                            ----      ----       ----         ----
<S>                                                                      <C>       <C>        <C>          <C>      
 REVENUES:
     Station broadcast revenues, net of agency commissions...........    $ 1,765   $  1,820   $   5,684    $   5,891
     Revenues realized from station barter arrangements..............         82         93         224          367
                                                                         -------  ---------   ---------    ---------
            Total revenues...........................................      1,847      1,913       5,908        6,258
                                                                         -------  ---------   ---------    ---------

 OPERATING EXPENSES:
     Program and production..........................................        221        235         889          815
     Selling, general and administrative.............................        622        667       1,862        2,008
     Expenses realized from station barter arrangements..............         60         52         146          262
     Amortization of program contract costs and net
         realizable value adjustments................................        324        387       1,036        1,241
     Depreciation and amortization of property and equipment.........         92         96         262          282
     Amortization of acquired intangible broadcasting assets                                            
         and other assets............................................        464        418       1,141        1,840
                                                                         -------  ---------   ---------    ---------
            Total operating expenses.................................      1,783      1,855       5,336        6,448
                                                                         -------  ---------   ---------    ---------
            Broadcast operating income (loss)........................         64         58         572         (190)
                                                                         -------  ---------   ---------    ----------
 OTHER INCOME (EXPENSE):
     Dividend and interest income....................................      6,513      6,603      14,390       19,819
     Subsidiary trust minority interest expense......................     (5,813)    (5,813)    (12,852)     (17,438)
                                                                        -------- ----------  ----------   ----------
            Income before allocation of consolidated federal income
 taxes and state income taxes........................................        764        848       2,110        2,191
            
 ALLOCATION OF CONSOLIDATED FEDERAL INCOME TAXES.....................        258        284         667          745
 STATE INCOME TAXES..................................................         91         67         253          173
                                                                        --------  ---------   ---------    ---------
 NET INCOME..........................................................  $     415  $     497   $   1,190    $   1,273
                                                                        ========  =========   =========    =========

</TABLE>
              The accompanying notes are an integral part of these
                       unaudited consolidated statements.

                                       5
<PAGE>

                           KDSM, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      ADDITIONAL                   TOTAL
                                             COMMON     PAID-IN    RETAINED   STOCKHOLDER'S
                                              STOCK     CAPITAL    EARNINGS       EQUITY
                                              -----     -------    --------       ------

<S>                                           <C>         <C>       <C>          <C>          
BALANCE, December 31, 1997 .............      $     -    $ 51,149   $  2,600     $53,749
    Net income..........................            -           -      1,273       1,273
                                              -------    --------  ---------     -------

BALANCE, September 30, 1998.............      $     -    $ 51,149   $  3,873     $55,022
                                              =======    ========   ========      ======
</TABLE>


               The accompanying notes are an integral part of this
                        unaudited consolidated statement.


                                       6
<PAGE>
                           KDSM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                NINE MONTHS ENDED
                                                                                  SEPTEMBER 30,
                                                                                -------------------
                                                                                  1997        1998
                                                                                  ----         ----
<S>                                                                            <C>          <C>     
   CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income........................................................      $  1,190     $  1,273
       Adjustments to reconcile net income to net cash flows from
         operating activities -
           Depreciation and amortization of property and equipment.......           262          282
           Amortization of acquired intangible broadcasting assets and
              other  assets..............................................         1,141        1,840
           Amortization of program contract costs and net realizable
              value adjustments..........................................         1,036        1,241
       Changes in assets and liabilities, net of effects of acquisitions
           and dispositions-
           Decrease in accounts receivable, net..........................           607          551
           Increase in dividend receivable from parent...................        (1,157)           -
           (Increase) decrease in prepaid expenses and other current 
                assets...................................................            60           (1)
           Decrease in accounts payable and accrued liabilities .........          (377)        (139)
           Increase in state deferred taxes .............................           253          173
           Net effect of change in deferred barter revenues
              and deferred barter costs..................................            15          (12)
           Increase in subsidiary trust minority interest expense payable         1,033            -
       Payments on program contracts payable.............................        (1,036)      (1,142)
                                                                              ----------  ------------
       Net cash flows from operating activities............................       3,027        4,066
                                                                              -----------  -----------
   CASH FLOWS FROM INVESTING ACTIVITIES:
       Investment in Parent Preferred Securities ..........................    (206,200)           -
       Payment for exercise of purchase option.............................      (1,576)           -
       Acquisition of property and equipment...............................        (180)        (180)
                                                                              ----------- ------------
       Net cash flows used in investing activities.........................    (207,956)        (180)
                                                                              ----------- ------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
       Contributions of capital............................................      13,776            -
       Net change in due from parent.....................................        (1,696)      (3,883)
       Net proceeds from subsidiary trust securities offering ............      192,849            -
                                                                              -----------  -----------
           Net cash flows from/(used in) financing activities..............     204,929       (3,883)
                                                                              -----------  -----------
   NET INCREASE IN CASH ....................................................          -            3
   CASH, beginning of period...............................................           3           11
                                                                              -----------  -----------
   CASH, end of period.....................................................   $       3      $    14
                                                                              ===========   ==========
   SUPPLEMENTAL CASH FLOW INFORMATION:
       Parent preferred stock dividend payments............................   $   13,233     $19,525
                                                                              ===========   ==========
       Subsidiary trust minority interest payments.........................   $   11,819     $17,438
                                                                              ===========   ==========
</TABLE>

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

                                       7
<PAGE>

                           KDSM, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of KDSM,
Inc.,  Sinclair Capital (a subsidiary  trust), and KDSM Licensee Inc., which are
collectively  referred to hereafter  as "the  Company or KDSM." KDSM,  Inc. is a
television broadcaster serving the Des Moines, Iowa area through station KDSM on
Channel 17, a Fox affiliate. KDSM, Inc. is a wholly owned subsidiary of Sinclair
Broadcast Group, Inc. (the "Parent" or "Sinclair"). In addition, KDSM, Inc. owns
all of the issued and outstanding common stock of KDSM Licensee, Inc. and all of
the common trust interests of Sinclair  Capital.  All  intercompany  amounts are
eliminated in consolidation.

INTERIM FINANCIAL STATEMENTS

The  consolidated  financial  statements for the nine months ended September 30,
1998 are unaudited, but in the opinion of management,  such financial statements
have been  presented  on the same basis as the  audited  consolidated  financial
statements  as of December  31, 1997 and for the year then ended and include all
adjustments,  consisting only of normal  recurring  adjustments  necessary for a
fair presentation of the financial position and results of operations,  and cash
flows for these periods.

As permitted  under the applicable  rules and  regulations of the Securities and
Exchange  Commission,  these financial statements do not include all disclosures
normally  included  with  audited  consolidated   financial   statements,   and,
accordingly,   should  be  read  in  conjunction  with  the  December  31,  1997
consolidated  balance sheet and related  statements of operations and cash flows
for the year ended December 31, 1997 and the related notes thereto.  The results
of  operations  presented  in the  accompanying  financial  statements  are  not
necessarily representative of operations for an entire year.

PROGRAMMING

The  Company  has  agreements  with  distributors  for the rights to  television
programming  over contract  periods which generally run from one to seven years.
Contract payments are made in installments over terms that are generally shorter
than the contract period.  Each contract is recorded as an asset and a liability
at an amount equal to its gross  contractual  commitment when the license period
begins and the program is available  for its first  showing.  The portion of the
program contracts payable within one year is reflected as a current liability in
the accompanying consolidated balance sheets.

The rights to program  materials are reflected in the accompanying  consolidated
balance  sheets at the lower of  unamortized  cost or estimated  net  realizable
value.  Estimated net realizable values are based upon management's  expectation
of future  advertising  revenues net of sales commissions to be generated by the
program material.  Amortization of program contract costs is generally  computed
under either a four year accelerated method or based on usage,  whichever yields
the greater  amortization for each program.  Program contract costs estimated by
management  to be amortized in the  succeeding  year are  classified  as current
assets.  Payments  of  program  contract  liabilities  are  typically  paid on a
scheduled  basis  and  are not  affected  by  adjustments  for  amortization  or
estimated net realizable value.

RECLASSIFICATIONS

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

2.   CONTINGENCIES AND OTHER COMMITMENTS: 

Lawsuits  and  claims are filed  against  the  Company  from time to time in the
ordinary course of business.  These actions are in various  preliminary  stages,
and no judgments or decisions  have been  rendered by hearing  boards or courts.
Management,  after reviewing  developments to date with legal counsel, is of the
opinion that the outcome of such matters will not have a material adverse effect
on the Company's financial position or results of operations.

                                       8
<PAGE>
3.   COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED
     SECURITIES OF TRUST:

In March 1997,  the Company  completed  an  offering of $200  million  aggregate
liquidation value of 11 5/8% High Yield Trust Offered Preferred  Securities (the
"HYTOPS") of Sinclair  Capital,  a subsidiary  trust of the Company.  The HYTOPS
were issued March 12, 1997, mature March 15, 2009, are mandatorily redeemable at
maturity,  and provide for  quarterly  distributions  to be paid in arrears that
began June 15, 1997. The Company utilized the proceeds of the offering  combined
with other capital  contributions  to acquire $206.2 million of 12 5/8% Series C
Preferred Stock (the "Parent Preferred Securities") of Sinclair.

4.   PARENT PREFERRED SECURITIES:

In March 1997,  the Company  utilized the proceeds of the HYTOPS  combined  with
other  capital  contributions  to  acquire  $206.2  million  of 12  5/8%  Parent
Preferred Securities,  issued by Sinclair.  The Parent Preferred Securities were
issued March 12, 1997,  mature March 15, 2009,  are  mandatorily  redeemable  at
maturity,  and provide for  quarterly  distributions  to be paid in arrears that
began June 15, 1997.



                                       9
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
unaudited  financial  statements  of  KDSM,  Inc.  and  related  notes  included
elsewhere in this  Quarterly  report and the audited  financial  statements  and
Management's Discussion and Analysis contained in the Company's Form 10-K/A, for
the fiscal year ended December 31, 1997.

The matters discussed below include forward-looking  statements. Such statements
are  subject  to a number  of risks  and  uncertainties,  such as the  impact of
changes in national and regional  economies,  pricing  fluctuations in local and
national  advertising,  availability  of capital and  volatility in  programming
costs.  Additional  risk  factors  regarding  the  Company  are set forth in the
Company's  registration  statement  on Form S-4 filed  with the  Securities  and
Exchange Commission on May 2, 1997.

The following  table sets forth certain  operating data for the three months and
nine months ended September 30, 1997 and 1998:

OPERATING DATA (dollars in thousands):

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED      NINE MONTHS ENDED
                                                                   SEPTEMBER 30,           SEPTEMBER 30,
                                                                 -----------------      -------------------
                                                                 1997       1998       1997         1998
                                                                 ----       ----       ----         ----
<S>                                                            <C>        <C>         <C>         <C>     
Net broadcast revenues (a)...................................  $  1,765   $   1,820   $  5,684    $  5,891
Barter revenues...............................................       82          93        224         367
                                                                -------   ---------  ---------    --------
Total revenues................................................    1,847       1,913      5,908       6,258
                                                                -------   ---------  ---------    --------
Operating Costs (b)...........................................      843         902      2,751       2,823
Expenses from barter arrangements.............................       60          52        146         262
Depreciation and amortization (c).............................      880         901      2,439       3,363
                                                                -------   ---------  ---------    --------
Broadcast operating income (loss).............................       64          58        572        (190)
Dividend and interest income (d)..............................    6,513       6,603     14,390      19,819
Subsidiary trust minority interest expense (e)................   (5,813)     (5,813)   (12,852)    (17,438)
                                                                --------  ---------- ----------   ---------
Net income before income taxes................................      764         848      2,110       2,191
Income taxes..................................................     (349)       (351)      (920)       (918)
                                                                --------  ---------- ----------   ---------
Net income...................................................  $    415   $     497   $  1,190    $  1,273
                                                               ========   =========  =========    ========

OTHER DATA:
    Broadcast cash flow (BCF) (f)............................  $    860   $     879   $  2,253    $  2,318
    BCF margin (g)                                                 48.7%       48.3%     39.6%       39.3%
    Adjusted EBITDA (h)......................................  $    734   $     730   $  1,975    $  2,049
    Adjusted EBITDA margin (g)................................     41.6%       40.1%     34.7%       34.8%
    Program contract payments................................  $    210   $     234   $  1,036    $  1,142
    Corporate management fees.................................      126         149        278         269
    Capital expenditures......................................       16          91        180         180
    Cash flows from operating activities......................    1,909       1,070      3,027       4,066
    Cash flows from investing activities......................      (16)        (91)  (207,956)       (180)
    Cash flows from financing activities......................   (1,896)       (969)   204,929      (3,883)
</TABLE>
- -----------------
a)   "Net  broadcast  revenue"  is defined as  broadcast  revenue  net of agency
     commissions.

b)   "Operating costs" include program and production expenses, selling, general
     and administrative expenses and stock-based compensation.

c)   Depreciation  and  amortization  includes  amortization of program contract
     costs and net realizable value  adjustments,  depreciation and amortization
     of  property  and  equipment,   and  amortization  of  acquired  intangible
     broadcasting  assets and other assets  including  amortization  of deferred
     financing costs and costs related to excess syndicated programming.

d)   Dividend and interest income primarily results from dividends on the Parent
     Preferred Securities.

                                       10
<PAGE>


e)   Subsidiary trust minority interest expense represents  distributions on the
     HYTOPS.

f)   "Broadcast  cash  flow" is  defined  as  broadcast  operating  income  plus
     corporate  management fees,  depreciation and amortization  (including film
     amortization),  stock-based  compensation,  less cash  payments for program
     rights.  Cash program  payments  represent  cash  payments made for current
     programs  payable and do not necessarily  correspond to program usage.  The
     Company has presented  broadcast cash flow data, which the Company believes
     are  comparable  to the data  provided by other  companies in the industry,
     because  such  data are  commonly  used as a  measure  of  performance  for
     broadcast  companies.  However,  broadcast  cash flow does not  purport  to
     represent  cash  provided  by  operating  activities  as  reflected  in the
     Company's  consolidated  statements  of cash  flows,  is not a  measure  of
     financial  performance under generally accepted  accounting  principles and
     should not be  considered  in isolation or as a substitute  for measures of
     performance  prepared in  accordance  with  generally  accepted  accounting
     principles.  Management  believes the  presentation  of broadcast cash flow
     (BCF) is relevant and useful  because 1) BCF is a  measurement  utilized by
     lenders to measure the  Company's  ability to service its debt, 2) BCF is a
     measurement  utilized by industry  analysts to  determine a private  market
     value  of the  Company's  television  and  radio  stations  and 3) BCF is a
     measurement  industry  analysts  utilize  when  determining  the  operating
     performance  of the Company.  The Company's  measurement  of BCF may not be
     comparable to similarly titled measures  reported by other companies within
     the broadcast industry.

g)   "Broadcast  cash flow margin" is defined as broadcast  cash flow divided by
     net broadcast  revenues.  "Adjusted  EBITDA  margin" is defined as Adjusted
     EBITDA divided by net broadcast revenues.

h)   "Adjusted EBITDA" is defined as broadcast cash flow less corporate expenses
     and is a commonly  used measure of  performance  for  broadcast  companies.
     Adjusted  EBITDA does not purport to represent  cash  provided by operating
     activities  as reflected in the Company's  consolidated  statements of cash
     flows, is not a measure of financial  performance under generally  accepted
     accounting  principles  and should not be  considered  in isolation or as a
     substitute  for  measures  of  performance   prepared  in  accordance  with
     generally  accepted   accounting   principles.   Management   believes  the
     presentation  of Adjusted EBITDA is relevant and useful because 1) Adjusted
     EBITDA is a  measurement  utilized  by  lenders to  measure  the  Company's
     ability to service its debt, 2) Adjusted  EBITDA is a measurement  utilized
     by industry  analysts to determine a private  market value of the Company's
     television  and radio  stations  and 3)  Adjusted  EBITDA is a  measurement
     industry analysts utilize when determining the operating performance of the
     Company. The Company's measurement of Adjusted EBITDA may not be comparable
     to  similarly  titled  measures  reported  by other  companies  within  the
     broadcast industry.

Net  broadcast  revenues for the three months ended  September 30, 1998 remained
consistent  compared to the three months ended September 30, 1997. Net broadcast
revenues  increased to $5.9 million for the nine months ended September 30, 1998
from $5.7 million for the nine months ended  September  30, 1997,  or 3.5%.  The
increase in net broadcast  revenues for the nine months ended September 30, 1998
compared to the nine months ended  September  30, 1997 was  primarily  due to an
increase  in local  revenues  of  approximately  $284,000,  or 7.8%  offset by a
decrease in national revenues of approximately $158,000, or 8.7%.

Operating  costs  increased to $902,000 for the three months ended September 30,
1998 from  $843,000  for the three  months ended  September  30, 1997,  or 7.0%.
Operating costs for the nine months ended September 30, 1998 remained consistent
compared to the nine months ended  September 30, 1997. The increase in operating
costs for the three  months  ended  September  30, 1998 as compared to the three
months  ended  September  30, 1997 was  primarily  due to  incremental  expenses
associated  with an increase  in local  revenues  and an  increase in  corporate
management fees of approximately $23,000, or 18.3%.

Broadcast  operating  income  for the three  months  ended  September  30,  1998
remained  consistent  compared to the three  months  ended  September  30, 1997.
Broadcast  operating loss for the nine months ended September 30, 1998 increased
to $190,000  from  broadcast  operating  income of $572,000  for the nine months
ended September 30, 1997. The increase in broadcast  operating loss for the nine
months ended  September 30, 1998 compared to the nine months ended September 30,
1997 was primarily  attributable  to an increase in  amortization  of intangible
assets related to the HYTOPS  issuance  completed March 12, 1997, an increase in
the  amortization  of program  contract  costs from the  addition of  syndicated
programs and the writeoff of certain intangible assets.

Dividend and  interest  income for the three  months  ended  September  30, 1998
remained  consistent  compared to the three  months  ended  September  30, 1997.
Dividend and  interest  income  increased  to $19.8  million for the nine months
ended  September 30, 1998 from $14.4 million for the nine months ended September
30, 1997,  or 37.5%.  The increase in dividend and interest  income for the nine
months ended  September 30, 1998 as compared to the nine months ended  September
30, 1997 was primarily  attributable to the Parent  Preferred  Securities  being
outstanding for a partial period during 1997.

Subsidiary trust minority  interest expense for the three months ended September
30, 1998 remained  consistent  compared to the three months ended  September 30,
1997.  Subsidiary trust minority interest expense increased to 

                                       11
<PAGE>
$17.4  million for the nine months ended  September  30, 1998 from $12.9 million
for the nine  months  ended  September  30,  1997,  or 34.9%.  The  increase  in
subsidiary  trust minority  interest expense for the nine months ended September
30,  1998  as  compared  to  the  nine  months  ended  September  30,  1997  was
attributable to the HYTOPS being outstanding for a partial period during 1997.

The income tax provision for the three and nine months ended  September 30, 1998
remained  consistent  compared to the three and nine months ended  September 30,
1997. The Company's  effective tax rate for the nine months ended  September 30,
1998 and September 30, 1997 was 41.9% and 43.6%, respectively.

Deferred  state  taxes  increased  to  $507,000  as of  September  30, 1998 from
$334,000 as of December 31, 1997.  The  increase in the  Company's  deferred tax
liability as of September  30, 1998 as compared to December 31, 1997 is due to a
net  increase in  temporary  differences  generated  during the current  period.
Federal  income taxes are  allocated to the Company by Sinclair at the statutory
rate, are considered payable currently and are reflected as an adjustment to Due
to Parent in the Company's accompanying balance sheets.

Net income  increased to $497,000 for the three months ended  September 30, 1998
from  $415,000  for the three  months  ended  September  30,  1997.  Net  income
increased to $1.3 million for the nine months ended September 30, 1998 from $1.2
million for the nine months ended  September 30, 1997. Net income  increased for
the three and nine months ended  September 30, 1998 as compared to the three and
nine months ended September 30, 1997 due to an increase in dividend and interest
income  offset by a decrease in  broadcast  operating  income and an increase in
subsidiary trust minority interest expense.

Broadcast  cash flow for the three and nine  months  ended  September  30,  1998
remained  consistent  compared to the three and nine months ended  September 30,
1997.

Adjusted  EBITDA for the three and nine months ended September 30, 1998 remained
consistent compared to the three and nine months ended September 30, 1997.

The Company's broadcast cash flow margin decreased to 48.3% for the three months
ended  September  30, 1998 from 48.7% for the three months ended  September  30,
1997. The Company's  broadcast cash flow margin  decreased to 39.3% for the nine
months ended  September 30, 1998 from 39.6% for the nine months ended  September
30, 1997.  The  decrease in broadcast  cash flow margin for the three months and
nine months  ended  September  30, 1998 as compared to the three and nine months
ended September 30, 1997 resulted  primarily from increases in program  contract
payments as a percentage of net broadcast revenues.

The Company's  adjusted  EBITDA  margin  decreased to 40.1% for the three months
ended  September  30, 1998 from 41.6% for the three months ended  September  30,
1997.  The  decrease  in  adjusted  EBITDA  margin  for the three  months  ended
September  30, 1998 as compared to the three  months  ended  September  30, 1997
resulted  primarily  from the addition of  syndicated  program  contracts and an
increase in the corporate  management fees in the current period.  The Company's
adjusted  EBITDA  margin for the nine months ended  September  30, 1998 remained
consistent compared to the nine months ended September 30, 1997.

                                       12
<PAGE>
PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

    27  Financial Data Schedule

(B) REPORTS ON FORM 8-K

    NONE.











                                       13
<PAGE>
                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused this report on Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized in the city of Baltimore,  Maryland
on the 16th day of November, 1998.

                                        KDSM, INC.

                                        by:      /s/  David B. Amy   
                                        ----------------------------------------
                                                 David B. Amy
                                                 Chief Financial Officer
                                                 Principal Accounting Officer

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                                   1,000
<CURRENCY>                                     US Dollar
       
<S>                                         <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   SEP-30-1998
<EXCHANGE-RATE>                                       1
<CASH>                                               14     
<SECURITIES>                                          0     
<RECEIVABLES>                                     1,619     
<ALLOWANCES>                                         20     
<INVENTORY>                                           0     
<CURRENT-ASSETS>                                  4,012     
<PP&E>                                            3,933     
<DEPRECIATION>                                      827     
<TOTAL-ASSETS>                                  259,865     
<CURRENT-LIABILITIES>                             3,076     
<BONDS>                                               0     
                           200,000     
                                           0     
<COMMON>                                              0     
<OTHER-SE>                                       55,022     
<TOTAL-LIABILITY-AND-EQUITY>                    259,865     
<SALES>                                               0     
<TOTAL-REVENUES>                                  6,258     
<CGS>                                                 0     
<TOTAL-COSTS>                                     6,448     
<OTHER-EXPENSES>                                      0     
<LOSS-PROVISION>                                      0     
<INTEREST-EXPENSE>                                    0     
<INCOME-PRETAX>                                   2,191     
<INCOME-TAX>                                        918      
<INCOME-CONTINUING>                               1,273     
<DISCONTINUED>                                        0     
<EXTRAORDINARY>                                       0     
<CHANGES>                                             0     
<NET-INCOME>                                      1,273     
<EPS-PRIMARY>                                    12,730<a>
<EPS-DILUTED>                                    12,730<a>
                                                            
<FN>
a)  This information has been prepared in accordance with SFAS No.128,  Earnings
    Per Share. The basic and diluted EPS calculations have been entered in place
    of primary and diluted, respectively.
</FN>

</TABLE>


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