KDSM INC
10-Q, 1998-08-14
TELEVISION BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

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

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 August 10, 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  115/8%  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.


<PAGE>




                           KDSM, INC. AND SUBSIDIARIES

                                    Form 10-Q
                     For the Six Months Ended June 30, 1998

                                TABLE OF CONTENTS

                                                                            Page

PART I. FINANCIAL INFORMATION

     Item 1. Consolidated Financial Statements

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

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

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

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

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

          Analysis of Results of Operations ..............................    10


PART II.  OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K.............................    14

        Signature.........................................................    15


                                       3

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,       JUNE 30,
                                                                                               1997             1998
                                                                                         ---------------   -------------
                                        ASSETS
<S>                                                                                         <C>               <C>     
CURRENT ASSETS:
    Cash .......................................................................            $     11          $      4
    Accounts receivable, net of allowance for doubtful accounts ................               2,150             1,661
    Dividends receivable from parent ...........................................               1,085             1,085
    Current portion of program contract costs ..................................                 988               571
    Prepaid expenses and other current assets ..................................                  33                12
    Deferred barter costs ......................................................                 100                59
                                                                                            --------          --------
           Total current assets ................................................               4,367             3,392
PROPERTY AND EQUIPMENT, net ....................................................               3,208             3,111
PROGRAM CONTRACT COSTS, less current portion ...................................                 925               572
INVESTMENT IN PARENT PREFERRED SECURITIES ......................................             206,200           206,200
DUE FROM PARENT ................................................................               2,673             5,587
OTHER ASSETS ...................................................................               7,757             6,851
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ...................................              33,410            32,893
                                                                                            --------          --------
           Total Assets ........................................................            $258,540          $258,606
                                                                                            ========          ========

                         LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
    Accounts payable ...........................................................            $     30          $    103
    Accrued liabilities ........................................................                 396               370
    Current portion of program contracts payable ...............................               1,612             1,216
    Deferred barter revenues ...................................................                 209               171
    Subsidiary trust minority interest expense payable .........................                 969               969
                                                                                            --------          --------
           Total current liabilities ...........................................               3,216             2,829
PROGRAM CONTRACTS PAYABLE ......................................................               1,241               812
DEFERRED STATE TAXES ...........................................................                 334               440
                                                                                            --------          --------
           Total liabilities ...................................................               4,791             4,081
                                                                                            --------          --------
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             3,376
                                                                                            --------          --------
           Total stockholder's equity ..........................................              53,749            54,525
                                                                                            --------          --------
           Total Liabilities and Stockholder's Equity ..........................            $258,540          $258,606
                                                                                            ========            ========
</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, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                                        JUNE 30,                   JUNE 30,
                                                                                   ------------------          ----------------
                                                                             
REVENUES:                                                                          1997          1998          1997          1998
                                                                                 --------      --------      --------      --------
<S>                                                                              <C>           <C>           <C>           <C>     
    Station broadcast revenues, net of agency commissions ..................     $  1,784      $  1,938      $  3,919      $  4,071
    Revenues realized from station barter arrangements .....................           64           128           142           274
                                                                                 --------      --------      --------      --------
           Total revenues ..................................................        1,848         2,066         4,061         4,345
                                                                                 --------      --------      --------      --------

OPERATING EXPENSES:
    Program and production .................................................          292           287           668           580
    Selling, general and administrative ....................................          502           607         1,240         1,341
    Expenses realized from station barter arrangements .....................           43           110            86           210
    Amortization of program contract costs and net
        realizable value adjustments .......................................          318           303           712           854
    Depreciation and amortization of property and equipment ................           85            94           170           186
    Amortization of acquired intangible broadcasting assets
        and other assets ...................................................          423           426           677           869
                                                                                 --------      --------      --------      --------
           Total operating expenses ........................................        1,663         1,827         3,553         4,040
                                                                                 --------      --------      --------      --------
           Broadcast operating income ......................................          185           239           508           305
                                                                                 --------      --------      --------      --------

OTHER INCOME (EXPENSE):
    Dividend and interest income ...........................................        6,490         6,605         7,845        13,216
    Subsidiary trust minority interest expense .............................       (5,797)       (5,813)       (7,007)      (11,625)
                                                                                 --------      --------      --------      --------
        Income before allocation of consolidated federal income
          taxes and state income taxes .....................................          878         1,031         1,346         1,896

ALLOCATION OF CONSOLIDATED FEDERAL INCOME TAXES ............................          267           341           409           638

STATE INCOME TAXES .........................................................          106            82           162           150
                                                                                 --------      --------      --------      --------

NET INCOME BEFORE EXTRAORDINARY ITEM .......................................          505           608           775         1,108

EXTRAORDINARY ITEM:
    Loss on early extinguishment of debt, net of income tax benefit
        of $221 ............................................................         --            (332)         --            (332)
                                                                                 --------      --------      --------      --------

NET INCOME .................................................................     $    505      $    276      $    775      $    776
                                                                                 ========      ========      ========      ========
</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 SIX MONTHS ENDED JUNE 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..........................              -              -             776               776
                                             ----------   ------------   -------------     -------------

BALANCE, June 30, 1998..................     $        -   $     51,149    $      3,376      $     54,525
                                             ==========   ============    ============      ============
</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>
                                                                                 SIX MONTHS ENDED
                                                                                     JUNE 30,
                                                                                 ----------------
                                                                               1997            1998
                                                                             ---------       ---------
<S>                                                                          <C>             <C>      
     CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income ....................................................     $     775       $     776
         Adjustments to reconcile net income to net cash flows from
          operating  activities -
             Extraordinary loss on early extinguishment of debt ........          --               553
             Depreciation and amortization of property and equipment ...           170             186
             Amortization of acquired intangible broadcasting assets and
               other assets ............................................           677             869
             Amortization of program contract costs and net realizable
                value adjustments ......................................           712             854
             Stock-based compensation ..................................          --                13
         Changes in assets and liabilities, net of effects of
          acquisitions and dispositions-
             Decrease in accounts receivable, net ......................           533             489
                  Increase in dividend receivable from parent ..........        (7,845)           --
             Decrease in prepaid expenses and other current assets .....            66              21
             (Decrease) increase in accounts payable and
                accrued liabilities ....................................          (322)             35
                  Increase in state deferred taxes .....................           162             106
             Net effect of change in deferred barter revenues
                and deferred barter costs ..............................             9               2
             Increase in subsidiary trust minority interest expense ....         7,007            --
               payable
             Net change in due from parent for operating activities ....          (301)         (1,523)
         Payments on program contracts payable .........................          (826)           (908)
                                                                             ---------       ---------
         Net cash flows from operating activities ......................           817           1,473
                                                                             ---------       ---------
     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 .........................          (164)            (89)
                                                                             ---------       ---------
         Net cash flows used in investing activities ...................      (207,940)            (89)
                                                                             ---------       ---------
     CASH FLOWS FROM FINANCING ACTIVITIES:
         Net change in due from parent for securities ..................          --            (1,391)
         Contributions of capital ......................................        13,776            --
         Net proceeds from subsidiary trust securities offering ........       193,350            --
                                                                             ---------       ---------
             Net cash flows from/(used in) financing activities ........       207,126          (1,391)
                                                                             ---------       ---------
     NET INCREASE (DECREASE) IN CASH AND CASH
         EQUIVALENTS ...................................................             3              (7)
     CASH AND CASH EQUIVALENTS, beginning of period ....................             3              11
                                                                             ---------       ---------
     CASH AND CASH EQUIVALENTS, end of period ..........................     $       6       $       4
                                                                             =========       =========
     SUPPLEMENTAL SCHEDULE OF NONCASH  INVESTING
         AND FINANCING ACTIVITIES:
         Parent preferred stock dividends ..............................     $    --         $  13,016
                                                                             =========       =========
         Subsidiary trust minority interest payments ...................     $    --         $  11,625
                                                                             =========       =========
</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 six months ended June 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.

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 115/8% 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
beginning  June 15,  1997.  The Company  utilized  the  proceeds of the offering
combined with other capital  contributions  to acquire  $206.2 million of 125/8%
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 125/8% 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 beginning June 15,
1997.





                                       9

<PAGE>




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 six months ended June
30, 1997 and 1998:

OPERATING DATA (dollars in thousands):

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                       JUNE 30,                        JUNE 30,
                                                                  ------------------               ----------------
                                                                   1997           1998            1997            1998
                                                                   ----           ----            ----            ----
<S>                                                           <C>               <C>            <C>            <C>      
Net broadcast revenues (a)................................... $      1,784      $   1,938      $   3,919      $   4,071
Barter revenues .............................................           64            128            142            274
                                                                 ---------      ---------      ---------      ---------
Total revenues ..............................................        1,848          2,066          4,061          4,345
                                                                 ---------      ---------      ---------      ---------
Operating Costs (b) .........................................          794            894          1,908          1,921
Expenses from barter arrangements ...........................           43            110             86            210
Depreciation and amortization ...............................          826            823          1,559          1,909
                                                                 ---------      ---------      ---------      ---------
Broadcast operating income ..................................          185            239            508            305
Dividend and interest income (d) ............................        6,490          6,605          7,845         13,216
Subsidiary trust minority interest expense (e) ..............       (5,797)        (5,813)        (7,007)       (11,625)
                                                                 ---------      ---------      ---------      ---------
Net income before income taxes ..............................          878          1,031          1,346          1,896
Income taxes ................................................          373            423            571            788
                                                                 ---------      ---------      ---------      ---------
Net income before extraordinary item ........................          505            608            775          1,108
Extraordinary item ..........................................           --           (332)            --           (332)
                                                                 ---------      ---------      ---------      ---------
Net income................................................... $        505      $     276      $     775      $     776
                                                                  =========      =========      =========      =========
                                                               
OTHER DATA:                                                    
    Broadcast cash flow (BCF) (f)............................ $        762      $     717      $   1,393      $   1,426
    BCF margin (g) ..........................................         42.7%          37.0%          35.5%          35.0%
    Adjusted EBITDA (h)...................................... $        699      $     670      $   1,241      $   1,306
    Adjusted EBITDA margin (g) ..............................         39.2%          34.6%          31.7%          32.1%
    Program contract payments................................ $        312      $     392      $     826      $     908
    Corporate management fees ...............................           63             47            152            120
    Capital expenditures ....................................          134             23            164             89
    Cash flows from operating activities ....................          236           (147)           817          1,473
    Cash flows from investing activities ....................       (1,710)           (23)      (207,940)           (89)
    Cash flows from financing activities ....................        1,479              7        207,126         (1,391)
</TABLE>


a)   "Net  broadcast  revenue"  is defined as  broadcast  revenue  net of agency
     commissions.

b)   "Operating  costs"  include  program and  production  expenses and selling,
     general and administrative expenses.

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.


                                       10

<PAGE>



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

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), 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  increased to $4.1 million for the six months ended June
30, 1998 from $3.9 million for the six months ended June 30, 1997, or 5.1%.  The
increase in net  broadcast  revenues  for the six months ended June 30, 1998 was
primarily due to an increase in local  revenues of  approximately  $234,000,  or
8.2% offset by a decrease in national  revenues of  approximately  $123,000,  or
8.4%.

Operating  costs for the six months  ended  June 30,  1998  remained  consistent
compared to the six months ended June 30, 1997.

Broadcast  operating  income for the six months ended June 30, 1998 decreased to
$305,000  from  $508,000 for the six months ended June 30, 1997,  or 40.0%.  The
decrease in  broadcast  operating  income for the six months ended June 30, 1998
was primarily  attributable to an increase in amortization of intangible  assets
related to the HYTOPS  issuance  completed March 12, 1997 and an increase in the
amortization of program contract costs.  The Company added syndicated  programs,
which  included  Seinfeld and Frasier,  during the third and fourth  quarters of
1997.

Subsidiary trust minority  interest  expense  increased to $11.6 million for the
six months  ended June 30, 1998 from $7.0  million for the six months ended June
30, 1997. The increase in subsidiary trust minority interest expense for the six
months ended June 30, 1998 as compared to the six months ended June 30, 1997 was
attributable to the HYTOPS being outstanding for a partial period during 1997.

Dividend and interest income increased to $13.2 million for the six months ended
June 30, 1998 from $7.8  million  for the six months  ended June 30,  1997.  The
increase in dividend and interest  income for the six months ended June 30, 1998
as compared to the six months ended June 30, 1997 was primarily  attributable to
the Parent Preferred  Securities  being  outstanding for a partial period during
1997.

The income tax  provision  increased to $423,000 for the three months ended June
30, 1998 from $373,000 for the three months ended June 30, 1997. The increase in
the income tax provision for the three months ended June 30, 1998 as compared to
the three months ended June 30, 1997 is  attributable  to an increase in pre-tax
income. The Company's  effective tax rate for the six months ended June 30, 1998
and June 30, 1997 was 41.6% and 42.4%, respectively.


                                       11

<PAGE>



Deferred state taxes  increased to $440,000 as of June 30, 1998 from $334,000 as
of December 31, 1997. The increase in the Company's deferred tax liability as of
June 30,  1998 as compared to  December  31,  1997 is  primarily  due to pre-tax
income  for the six  months  ended  June 30,  1998.  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 sheet.

Net income  increased  to $776,000  for the six months  ended June 30, 1998 from
$775,000 for the six months ended June 30, 1997.

Broadcast  cash flow for the six months ended June 30, 1998 remained  consistent
compared to the six months ended June 30, 1997

Adjusted  EBIITDA  for the six months  ended  June 30,  1998  increased  to $1.3
million from $1.2 million for the six months ended June 30, 1997,  or 8.3%.  The
increase in adjusted  EBITDA for the six months  ended June 30, 1998 as compared
to the six months ended June 30, 1997 resulted  primarily  from lower  corporate
management fees in the current period.

The Company's  broadcast cash flow margin  decreased to 35.0% for the six months
ended  June 30,  1998 from 35.5% for the six months  ended  June 30,  1997.  The
decrease in broadcast cash flow margin for the six months ended June 30, 1998 as
compared to the six months ended June 30, 1997 resulted primarily from increases
in program contract payments  resulting from the addition of syndicated  program
contracts during the third and fourth quarters of 1997.

The Company's adjusted EBITDA margin increased to 32.1% for the six months ended
June 30, 1998 from 31.7% for the six months ended June 30, 1997. The increase in
adjusted EBITDA margin for the six months ended June 30, 1998 as compared to the
six months  ended  June 30,  1997  resulted  primarily  from a  decrease  in the
corporate management fees in the current period.



                                       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 14th day of August.

                                                KDSM, INC.

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







                                       14

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>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998     
<PERIOD-START>                                 JAN-01-1998     
<PERIOD-END>                                   JUN-30-1998     
<EXCHANGE-RATE>                                          1     
<CASH>                                                   4     
<SECURITIES>                                             0     
<RECEIVABLES>                                        1,691     
<ALLOWANCES>                                            30     
<INVENTORY>                                              0     
<CURRENT-ASSETS>                                     3,392     
<PP&E>                                               3,842     
<DEPRECIATION>                                         731     
<TOTAL-ASSETS>                                     258,606     
<CURRENT-LIABILITIES>                                2,829     
<BONDS>                                                  0     
                              200,000     
                                              0     
<COMMON>                                                 0     
<OTHER-SE>                                          54,525     
<TOTAL-LIABILITY-AND-EQUITY>                       258,606     
<SALES>                                                  0     
<TOTAL-REVENUES>                                     4,345     
<CGS>                                                    0     
<TOTAL-COSTS>                                        4,040     
<OTHER-EXPENSES>                                         0     
<LOSS-PROVISION>                                         0     
<INTEREST-EXPENSE>                                       0     
<INCOME-PRETAX>                                      1,896     
<INCOME-TAX>                                           788      
<INCOME-CONTINUING>                                  1,108     
<DISCONTINUED>                                           0     
<EXTRAORDINARY>                                        332     
<CHANGES>                                                0     
<NET-INCOME>                                           776     
<EPS-PRIMARY>                                        7,760<a>
<EPS-DILUTED>                                        7,760<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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