KDSM INC
10-Q, 1998-05-11
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 March 31, 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 May 8,  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.


<PAGE>




                           KDSM, INC. AND SUBSIDIARIES


                                    Form 10-Q
                      For the Quarter Ended March 31, 1998

                                Table of Contents
                                                                            Page

Part I. Financial Information

    Item 1.     Consolidated Financial Statements

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

        Consolidated Statements of Operations for the Three Months
               Ended March 31, 1997 and 1998.................................  5

        Consolidated Statement of Stockholder's Equity for the Three Months
               March 31, 1998................................................  6

        Consolidated Statements of Cash Flows for the Three Months
               Ended March 31, 1997 and 1998.................................  7

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

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


Part II.  Other Information

    Item 6.    Exhibits and Reports on Form 8-K.............................. 12

        Signature............................................................ 13




<PAGE>



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

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,       MARCH 31,
                                                                                               1997              1998
                                                                                         ---------------   --------------
                                        ASSETS
<S>                                                                                      <C>               <C>           
CURRENT ASSETS:
    Cash............................................................................     $           11    $          167
    Accounts receivable, net of allowance for doubtful accounts.....................              2,150             1,660
    Dividends receivable from parent................................................              1,085             1,085
    Current portion of program contract costs.......................................                988               673
    Prepaid expenses and other current assets.......................................                 33                17
    Deferred barter costs ..........................................................                100                57
                                                                                         --------------    --------------
           Total current assets.....................................................              4,367             3,659
PROPERTY AND EQUIPMENT, net.........................................................              3,208             3,182
PROGRAM CONTRACT COSTS, less current portion........................................                925               766
INVESTMENT IN PARENT PREFERRED SECURITIES...........................................            206,200           206,200
DUE FROM PARENT ....................................................................              2,673             4,071
OTHER ASSETS                                                                                      7,757             7,573
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net........................................             33,410            33,152
                                                                                         --------------    --------------
           Total Assets ............................................................     $      258,540    $      258,603
                                                                                         ==============    ==============

                         LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
    Accounts payable................................................................     $           30    $           82
    Accrued liabilities.............................................................                396               333
    Current portion of program contracts payable....................................              1,612             1,355
    Deferred barter revenues........................................................                209               155
    Subsidiary trust minority interest expense payable..............................                969               969
                                                                                         --------------    --------------
           Total current liabilities................................................              3,216             2,894
PROGRAM CONTRACTS PAYABLE...........................................................              1,241             1,058
DEFERRED STATE TAXES                                                                                334               402
                                                                                         --------------    --------------
           Total liabilities........................................................              4,791             4,354
                                                                                         --------------    --------------
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             3,100
                                                                                           --------------    --------------
           Total stockholder's equity...............................................             53,749            54,249
                                                                                         --------------    --------------
           Total Liabilities and Stockholder's Equity...............................     $      258,540    $      258,603
                                                                                         ==============    ==============
</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      THREE MONTHS
                                                                                        ENDED             ENDED
                                                                                      MARCH 31,         MARCH 31,
                                                                                        1997              1998
                                                                                   -------------    -------------
<S>                                                                                <C>              <C>          
          REVENUES:
              Station broadcast revenues, net of agency commissions............... $       2,135    $       2,133
              Revenues realized from station barter arrangements..................            78              146
                                                                                   -------------    -------------

                     Total revenues...............................................         2,213            2,279
                                                                                   -------------    -------------

          OPERATING EXPENSES:
              Program and production..............................................           376              293
              Selling, general and administrative.................................           738              734
              Expenses realized from station barter arrangements..................            43              100
              Amortization of program contract costs and net
                  realizable value adjustments....................................           394              551
              Depreciation and amortization of property and equipment.............            85               92
              Amortization of acquired intangible broadcasting assets
                  and other assets................................................           254              443
                                                                                   -------------    -------------

                     Total operating expenses.....................................         1,890            2,213
                                                                                   -------------    -------------

                     Broadcast operating income...................................           323               66
                                                                                   -------------    -------------

          OTHER INCOME (EXPENSE):
              Dividend and interest income........................................         1,355            6,611
              Subsidiary trust minority interest expense..........................        (1,210)          (5,812)
                                                                                   --------------   --------------
                  Income before allocation of consolidated federal income taxes
                     and state income taxes.......................................           468              865

          ALLOCATION OF CONSOLIDATED FEDERAL INCOME TAXES.........................           142              297

          STATE INCOME TAXES......................................................            56               68
                                                                                   -------------    -------------

          NET INCOME ............................................................. $         270    $         500
                                                                                   =============    =============
</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 THREE MONTHS ENDED MARCH 31, 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..........................              -              -             500               500
                                             ----------   ------------   -------------     -------------

BALANCE, March 31, 1998.................     $        -   $     51,149    $      3,100      $     54,249
                                             ==========   ============    ============      ============
</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>
                                                                             THREE MONTHS       THREE MONTHS
                                                                                 ENDED             ENDED
                                                                               MARCH 31,         MARCH 31,
                                                                                 1997               1998
                                                                           -------------      -------------
<S>                                                                        <C>                <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:                                     
    Net income......................................................       $        270       $        500
    Adjustments to reconcile net income to net cash flows from            
operating r                                                               
      activities -                                                        
        Depreciation and amortization of property and equipment.....                 85                 92
        Amortization of acquired intangible broadcasting assets and other           254                443
           assets................................................         
        Amortization of program contract costs and net realizable         
           value adjustments........................................                394                551
        Stock-based compensation....................................                  -                  8
    Changes in assets and liabilities, net of effects of acquisitions                                                              
        and dispositions-                                                 
        Decrease in accounts receivable, net........................                365                490
             Increase in dividend receivable from parent............             (1,355)                 -
        Decrease in prepaid expenses and other current assets.......                  1                 16
        Decrease in accounts payable and                                  
           accrued liabilities......................................               (181)               (21)
             Increase in state deferred taxes.......................                 56                 68
        Net effect of change in deferred barter revenues                  
           and deferred barter costs................................                 (4)               (11)
        Increase in subsidiary trust minority interest expense payable            1,210                  -
    Payments on program contracts payable...........................               (514)              (516)
                                                                           -------------      -------------
    Net cash flows from operating activities.........................               581              1,620
                                                                           -------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                     
       Investment in Parent Preferred Securities.....................          (206,200)                 -
    Acquisition of property and equipment............................               (30)               (66)
                                                                           -------------      -------------
    Net cash flows used in investing activities......................          (206,230)               (66)
                                                                           -------------      -------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                     
    Net change in due from parent....................................              (553)            (1,398)
    Contributions of capital.........................................            12,008                  -
    Net proceeds from subsidiary trust securities offering ..........           194,192                  -
                                                                           -------------      -------------
        Net cash flows from/(used in) financing activities...........           205,647             (1,398)
                                                                           -------------      -------------
NET INCREASE (DECREASE) IN CASH AND CASH                                  
    EQUIVALENTS                                                                      (2)               156
CASH AND CASH EQUIVALENTS, beginning of period.......................                 3                 11
                                                                           -------------      -------------
CASH AND CASH EQUIVALENTS, end of period.............................      $          1       $        167
                                                                           ============       ============

SUPPLEMENTAL SCHEDULE OF NONCASH  INVESTING                               
    AND FINANCING ACTIVITIES:                                             
    Parent preferred stock dividends.................................      $          -       $      6,508
                                                                           ============       ============
    Subsidiary trust minority interest payments......................      $          -       $      5,812
                                                                           ============       ============
</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 three months ended March 31, 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
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>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

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 three months ended
March 31, 1997 and 1998:

OPERATING DATA (dollars in thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                THREE MONTHS ENDED
                                                                                    MARCH 31,
                                                                             1997             1998
                                                                             ----             ----
<S>                                                                      <C>              <C>          
Net broadcast revenues (a).............................................. $       2,135    $       2,133
Barter revenues.........................................................            78              146
                                                                         -------------    -------------
Total revenues..........................................................         2,213            2,279
                                                                         -------------    -------------
Operating Costs (b).....................................................         1,157            1,119
Depreciation, amortization and stock-based compensation (c).............           733            1,094
                                                                         -------------    -------------
Broadcast operating income..............................................           323               66
Dividend and interest income (d)........................................         1,355            6,611
Subsidiary trust minority interest expense (e)..........................        (1,210)          (5,812)
                                                                         --------------   --------------
Net income before income taxes..........................................           468              865
Income taxes............................................................           198              365
                                                                         -------------    -------------
Net income.............................................................. $         270    $         500
                                                                         =============    =============

OTHER DATA:
    Broadcast cash flow (BCF) (f)....................................... $         631    $         717
    BCF margin (g)                                                               29.6%           33.6%
    Adjusted EBITDA (h)................................................. $         542    $         644
    Adjusted EBITDA margin (g)..........................................         25.4%           30.2%
    Program contract payments........................................    $         514    $         516
    Corporate management fees........................................    $          89    $          73
- ----------------------------------------------------------------------------------------------------------
</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.

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.

                                       10

<PAGE>



f)   "Broadcast  cash  flow" is  defined  as  broadcast  operating  income  plus
     corporate  overhead  expense,  special bonuses paid to executive  officers,
     stock-based  compensation,  depreciation and  amortization  (including film
     amortization  and excess  syndicated  programming),  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.  Special bonuses paid to executive  officers are considered  unusual
     and  non-recurring.  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.

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.


Net  broadcast  revenues  for the three  months  ended March 31,  1998  remained
consistent compared to the three months ended March 31, 1997. When comparing the
three  months  ended March 31, 1998 to the three  months  ended March 31,  1997,
revenues from local  advertisers  increased  approximately  $97,000 or 6.6%, and
revenues from national  advertisers  decreased $128,000 or 16.0%. Revenue growth
from local  advertisers  primarily  resulted from an increase in market  revenue
growth combined with a slight increase in market share.  The decrease in revenue
from  national  advertisers  primarily  resulted from a decrease in revenue from
children's  programming,  fast food  advertisers,  soft  drink  advertisers  and
automobile advertisers.

Operating  costs  decreased to $1.1 million for the three months ended March 31,
1998 from $1.2 million for the three months ended March 31, 1997,  or 8.3%.  The
decrease  in  operating  costs  for the three  months  ended  March 31,  1998 as
compared to the three  months  ended March 31, 1997 was  primarily  related to a
decrease in sales  commissions  related to national  advertising  revenues and a
decrease in promotion expenses.

Broadcast operating income decreased to $66,000 for the three months ended March
31, 1998 from $323,000 for the three months ended March 31, 1997, or 79.6%.  The
decrease in broadcast operating income for the three months ended March 31, 1998
as compared to the three months ended March 31, 1997 was primarily  attributable
to increases in amortization of intangibles  related to the private placement of
$200  million  aggregate  liquidation  value  115/8%  High Yield  Trust  Offered
Preferred  Securities (the "HYTOPS") of Sinclair Capital,  a subsidiary trust of
the Company,  completed March 12, 1997 and the addition of programming contracts
during the third and fourth quarters of 1997.

Subsidiary  trust minority  interest  expense  increased to $5.8 million for the
three  months  ended March 31, 1998 from $1.2 million for the three months ended
March 31, 1997. The increase in subsidiary  trust minority  interest expense for
the three  months  ended March 31, 1998 as  compared to the three  months  ended
March 31, 1997 was  attributable  to the HYTOPS being  outstanding for a partial
quarter during 1997.

Dividend  and  interest  income  increased  to $6.6 million for the three months
ended March 31,  1998 from $1.4  million  for the three  months  ended March 31,
1997.  The increase in dividend  and interest  income for the three months ended
March  31,  1998 as  compared  to the three  months  ended  March  31,  1997 was
primarily  attributable to the Parent Preferred Securities being outstanding for
a partial quarter during 1997.

The income tax provision  increased to $365,000 for the three months ended March
31, 1998 from  $198,000 for the three months ended March 31, 1997.  The increase
for the three  months ended March 31, 1998 as compared to the three months ended
March 31,  1997 are  attributable  to the Parent  Preferred  Securities  and the
HYTOPS being outstanding for a partial quarter during 1997,  partially offset by
an increase in operating costs.  The Company's  effective tax rate for the three
months   ended  March  31,  1998  and  March  31,  1997  was  42.2%  and  42.3%,
respectively.


                                       11

<PAGE>


Deferred state taxes increased to $402,000 as of March 31, 1998 from $334,000 as
of December 31, 1997. The increase in the Company's deferred tax liability as of
March 31,  1998 as compared to  December  31, 1997 is  primarily  due to pre-tax
income for the three  months  ended March 31,  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 balance sheet.

Broadcast  cash flow  increased to $717,000 for the three months ended March 31,
1998 from  $631,000 for the three months  ended March 31,  1997,  or 13.6%.  The
increase in  broadcast  cash flow for the three  months  ended March 31, 1998 as
compared to the three months  ended March 31, 1997  primarily  resulted  from an
increase in local revenues  without a  corresponding  increase in expenses and a
decrease in certain operating costs as noted above.

Adjusted EBITDA  increased to $644,000 for the three months ended March 31, 1998
from $542,000 for the three months ended March 31, 1997, or 18.8%.  The increase
in adjusted  EBITDA for the three months ended March 31, 1998 as compared to the
three months ended March 31, 1997 resulted from  increases in local  revenues as
noted above.

The Company's broadcast cash flow margin increased to 33.6% for the three months
ended March 31, 1998 from 29.6% for the three months  ended March 31, 1997.  The
increase in broadcast cash flow margin for the three months ended March 31, 1998
as compared to the three months  ended March 31, 1997  resulted  primarily  from
increases in local revenues  without a corresponding  increase in expenses and a
decrease in certain operating costs as noted above.

The Company's  adjusted  EBITDA  margin  increased to 30.2% for the three months
ended March 31, 1998 from 25.4% for the three months  ended March 31, 1997.  The
increase in adjusted  EBITDA margin for the three months ended March 31, 1998 as
compared to the three months ended March 31, 1997  resulted  primarily  from the
circumstances affecting broadcast cash flow margins as noted above.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1998,  the Company had cash balances of  approximately  $167,000
and working capital of approximately  $765,000.  The Company's primary source of
liquidity is cash from operations which management  believes to be sufficient to
meet  operating  cash  requirements.  Cash  requirements  or  excess  cash  from
operations are funded by or deposited into Sinclair's centralized banking system
utilized by all of its wholly owned subsidiaries.

The  Company  does not  anticipate  capital  expenditures  in the coming year to
exceed historical capital  expenditures,  which were  approximately  $197,000 in
1997.  If the Company is required to make capital  expenditures  to keep up with
emerging  technologies,  management  believes  it will  be  able  to  fund  such
expenditures  from its  cash  flow and from  the  proceeds  of  indebtedness  or
financing that is allowed to be incurred or obtained under the Company's  Senior
Debenture  Indenture or from capital  contributions  from Sinclair to the extent
permitted under Sinclair's debt instruments.  Under these instruments,  Sinclair
would  currently  be able to make  capital  contributions  to the  Company in an
amount the Company  believes is sufficient to cover such costs if it chose to do
so.

PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

    27  Financial Data Schedule


(B) REPORTS ON FORM 8-K

    None.

                                       12

<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 11th day of May 1998.



                                           KDSM, INC.

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



<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                       1,000   
<CURRENCY>                                     US DOLLAR   
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS                                    
<FISCAL-YEAR-END>                                        DEC-31-1998     
<PERIOD-START>                                           JAN-01-1998     
<PERIOD-END>                                             MAR-31-1998     
<EXCHANGE-RATE>                                                    1     
<CASH>                                                           167     
<SECURITIES>                                                       0     
<RECEIVABLES>                                                  1,683     
<ALLOWANCES>                                                      23     
<INVENTORY>                                                        0     
<CURRENT-ASSETS>                                               3,659     
<PP&E>                                                         3,818     
<DEPRECIATION>                                                   636     
<TOTAL-ASSETS>                                               258,603     
<CURRENT-LIABILITIES>                                          2,894     
<BONDS>                                                            0     
                                        200,000     
                                                        0     
<COMMON>                                                           0     
<OTHER-SE>                                                    54,249     
<TOTAL-LIABILITY-AND-EQUITY>                                 258,603     
<SALES>                                                            0     
<TOTAL-REVENUES>                                               2,279     
<CGS>                                                              0     
<TOTAL-COSTS>                                                  2,213     
<OTHER-EXPENSES>                                                   0     
<LOSS-PROVISION>                                                   0     
<INTEREST-EXPENSE>                                                 0     
<INCOME-PRETAX>                                                  865     
<INCOME-TAX>                                                    365      
<INCOME-CONTINUING>                                              500     
<DISCONTINUED>                                                     0     
<EXTRAORDINARY>                                                    0     
<CHANGES>                                                          0     
<NET-INCOME>                                                     500     
<EPS-PRIMARY>                                                  5,000
<EPS-DILUTED>                                                  5,000
        

<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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