UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

Washington, D.C. 20549

FORM 10-Q

[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~Numbers:~~quarterly period ended June 30, 2003

ACME Intermediate Holdings, LLC		333-40277
ACME Television, LLC		333-40281

~~ACME~~o ~~INTERMEDIATE~~TRANSITION ~~HOLDINGS,~~REPORT ~~LLC AND ACME~~PURSUANT ~~TELEVISION,~~TO ~~LLC (Exact~~SECTION ~~name~~13 ofOR ~~registrants~~15(d) asOF ~~specified~~THE inSECURITIES ~~their~~EXCHANGE ~~charters)~~ ACT OF 1934

Delaware	ACME INTERMEDIATE HOLDINGS, LLC	52-2050589
Delaware	ACME TELEVISION, LLC	52-2050588
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identifications no.)

Commission File Number: 333-40277

~~2101~~ACME E.Intermediate ~~Fourth Street~~Holdings, ~~Suite 202A~~LLC ~~Santa Ana, California, 92705~~ ~~(714) 245-9499~~ ~~(Address and telephone number of principal executive offices)~~

~~Indicate by check mark whether the registrants~~ (~~1) have~~Exact ~~filed~~name ~~all reports required to be filed by Section 13 or 15(d)~~ of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ~~of 1934~~its ~~during the preceding 12 months, and (2~~charter) ~~have been subject to such filing~~ ~~requirements for the past 90 days. Yes [X] No [ ]~~

100% of the membership units of ACME Intermediate Holdings, LLC are owned directly or indirectly by ACME Communications, Inc. 100% of the membership units of ACME Television, LLC are owned directly or indirectly by ACME Intermediate Holdings, LLC. Such membership units are not publicly traded and, therefore, have no separate, quantifiable market value.


Delaware		52-2050589
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

As2101 ofE. ~~August 14,~~Fourth ~~2002~~Street, ~~ACME~~Suite 202 ~~Intermediate~~A Santa ~~Holdings~~Ana, ~~LLC and ACME Television~~California, ~~LLC~~92705 ~~had~~(714) 245-9499 (Address ~~910,986~~ and ~~200,~~telephone ~~respectively,~~number ~~common~~of ~~membership~~principal ~~units~~executive ~~outstanding; all~~offices) ~~such units are owned, directly or indirectly, by ACME Communications, Inc.~~

Indicate by check mark whether the registrants (1) have 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, and (2) have been subject to such filing requirements for the past 90 days. Yes x No o

100% of the membership units of ACME Intermediate Holdings, LLC are owned directly or indirectly by ACME Communications, Inc. Such membership units are not publicly traded and, therefore, have no separate, quantifiable market value.

As of August 14, 2003, ACME Intermediate Holdings, LLC had 910,986 common membership units outstanding; all such units are owned, directly or indirectly, by ACME Communications, Inc.

TABLE OF CONTENTS

		Consolidated Balance Sheets
		Consolidated Statements of Operations and Members’ Capital
		Consolidated Statements of Cash Flows
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
		Notes to Consolidated Financial Statements (Unaudited)
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures.
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	Item 1. Legal Proceedings
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
	Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

ACME INTERMEDIATE HOLDINGS, LLC ~~AND~~ ~~ACME TELEVISION, LLC~~

FORM 10-Q

TABLE OF CONTENTS

ITEM
Item
NUMBER		PAGE
Number					Page
PART I — FINANCIAL INFORMATION
			Part I — Financial Information
Item 1.	~~Financial Statements~~	Financial Statements
	Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001	3
		Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002				3
	Consolidated Statements of Operations and Members’ Capital for the Three Months Ended June 30, 2002 and June 30, 2001	4
		Consolidated Statements of Operations and Members’ Capital for the Three and Six Months Ended June 30, 2003 and June 30, 2002				4
	Consolidated Statements of Operations and Members’ Capital for the Six Months Ended June 30, 2002 and June 30, 2001	5
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and June 30, 2002				5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and June 30, 2001	6
		Notes to Consolidated Financial Statements				7
	Notes to Consolidated Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results Of Operations				10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results Of Operations	10
Item 3.		Quantitative and Qualitative Disclosures About Market Risk				15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.		Controls and Procedures				16
PART II — OTHER INFORMATION
				Part II — Other Information
Item 1.	~~Legal Proceedings~~	15Legal Proceedings				16
Item 6.	~~Exhibits and Reports on Form 8-K~~	15Exhibits and Reports on Form 8-K				16
Signature						17

ACME Intermediate Holdings, LLC and Subsidiaries ~~ACME Television, LLC and Subsidiaries~~ Consolidated Balance Sheets (In thousands)

						As of June 30, 2002							As of December 31, 2001
					As of
						ACME							ACME
					June 30,				December 31,
						Intermediate				ACME			Intermediate			ACME
					2003				2002
						Holdings, LLC				Television, LLC			Holdings, LLC			Television, LLC
					(Unaudited)
						(Unaudited)
ASSETS
ASSETS
Current assets:
Current assets:
	Cash and cash equivalents				$	11,097			$	1,808
		Cash and cash equivalents				$	1,967			$	1,967		$	4,280		$	4,280
	Restricted cash					7,218				1,233
		Restricted cash					2,869				2,869			1,741			1,741
	Accounts receivable, net					8,643				10,458
		Accounts receivable, net					16,062				16,062			13,563			13,563
	Current portion of programming rights					9,269				9,894
		Current portion of programming rights					12,458				12,458			14,539			14,539
	Prepaid expenses and other current assets					1,660				1,084
		Prepaid expenses and other current assets					1,943				1,943			1,286			1,286
	Assets held for sale					—				199,478
		Deferred income taxes					—				—			746			746
		Total current assets				37,887				223,955
			Total current assets				35,299				35,299			36,155			36,155
Restricted cash, net of current portion						1,171				1,677
Property and equipment, net						29,417	~~40,358~~			30,165	~~40,358~~			~~36,493~~			~~36,493~~
Programming rights, net of current portion						11,007	~~23,502~~			15,102	~~23,502~~			~~20,490~~			~~20,490~~
Intangible assets, net							252,595				252,595			252,595			252,595
Goodwill, net						12,233				12,233
Other assets							8,565				7,422			8,369			7,113
Broadcast licenses, net						84,442				84,394
Deposits							1,991				1,991			848			848
Other assets						4,442				6,969
			Total assets		$	$180,599	~~362,310~~		$	$374,495	~~361,167~~		$	~~354,950~~		$	~~353,694~~
LIABILITIES AND MEMBERS’ CAPITAL
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
	Accounts payable	~~Accounts payable~~			$	$6,504	~~8,847~~		$	$8,154	~~8,847~~			~~8,620~~			~~8,620~~
	Accrued liabilities	~~Accrued liabilities~~				5,052	~~9,850~~			11,583	~~9,850~~			~~13,269~~			~~13,269~~
	Due to affiliates	~~Due to affiliates~~				1,892	~~1,500~~			1,892	~~1,371~~			~~1,161~~			~~1,033~~
	Current portion of programming rights payable	~~Current portion of programming rights payable~~				8,772	~~12,425~~			9,627	~~12,425~~			~~14,121~~			~~14,121~~
	Current portion of obligations under lease	~~Current portion of obligations under lease~~				2,774	~~4,035~~			3,710	~~4,035~~			~~3,290~~			~~3,290~~
				Total current liabilities			36,657				36,528			40,461			40,333
	Income taxes payable					1,662				—
Programming rights payable, net of current portion							22,537				22,537			19,931			19,931
	Liabilities held for sale					—				45,810
Obligations under lease, net of current portion							10,110				10,110			9,436			9,436
		Total current liabilities				26,656				80,776
Other liabilities							251				251			328			328
Programming rights payable, net of current portion						11,002				14,814
Deferred income taxes							31,422				31,089			1,635			7,878
Obligations under lease, net of current portion						6,179				8,441
Notes payable under revolving credit facility							5,446				5,446			—			—
Other liabilities						49				55
10 7/8% senior discount notes							175,000				175,000			175,000			175,000
Deferred income taxes						7,203				5,698
12% senior secured notes							66,672				—			62,424			—
Notes payable under revolving credit facility						—				18,789
				Total liabilities			348,095				280,961			309,215			252,906
10 7/8% senior discount notes						—				175,000
Members’ capital							203,866				238,027			191,386			225,547
12% senior secured discount notes						29,107				69,061
Accumulated deficit							(189,651	)			(157,821	)		(145,651	)		(124,759	)
			Total liabilities			80,196				372,634
				Total members’ capital			14,215				80,206			45,735			100,788
Members’ capital						204,120				204,096
				Total liabilities and members’ capital		$	362,310			$	361,167		$	354,950		$	353,694
Accumulated deficit						(103,717	)			(202,235	)
		Total members’ capital				100,403				1,861
		Total liabilities and members’ capital			$	180,599			$	374,495

See the notes to the consolidated financial statements.

ACME Intermediate Holdings, LLC and Subsidiaries ~~ACME Television, LLC and Subsidiaries~~ Consolidated Statements of Operations and Members’ Capital (Unaudited) ~~(In thousands)~~

					For the Three Months Ended June 30,
				For the Three Months Ended								For the Six Months Ended
					2002								2001
				June 30,								June 30,
					ACME								ACME
				2003				2002				2003				2002
					Intermediate				ACME				Intermediate				ACME
Net revenues				$	11,532			$	9,240			$	21,524			$	16,727
					Holdings, LLC				Television, LLC				Holdings, LLC				Television, LLC
Operating expenses:
Net revenues					$	20,899			$	20,899			$	18,895			$	18,895
	Station operating expenses				11,297				9,222				21,660				17,595
Operating expenses:
	Depreciation and amortization				1,131				1,002				2,192				1,965
		Station operating expenses				16,240				16,240				14,431				14,431
	Corporate expenses				969				1,028				1,939				1,926
		Depreciation and amortization				1,281				1,281				4,910				4,910
	Equity-based compensation				12				67				24				133
		Corporate expenses				1,028				1,028				906				906
		Operating loss			(1,877	)			(2,079	)			(4,291	)			(4,892	)
		Equity-based compensation				116				116				133				133
Other income (expenses):
		LMA fees				4				4				—				—
	Interest income				198				8				294				16
			Operating Income (loss)			2,230				2,230				(1,485	)			(1,485	)
	Interest expense				(2,496	)			(7,578	)			(10,880	)			(15,164	)
Other income (expenses):
	Loss on extinguishment of debt				(9,926	)			—				(9,926	)			—
		Interest income				8				8				40				40
	Other expense, net				(3	)			(72	)			(40	)			(88	)
		Interest expense				(7,757	)			(5,500	)			(7,314	)			(5,348	)
Loss from continuing operations before income taxes					(14,104	)			(9,721	)			(24,843	)			(20,128	)
		Loss on sale of assets, net				(16	)			(16	)			(10	)			(10	)
Income tax benefit (expense), continuing operations					(300	)			906				(783	)			(27,896	)
		Other expense				(105	)			(105	)			(50	)			(50	)
Loss from continuing operations					(14,404	)			(8,815	)			(25,626	)			(48,024	)
Net loss before income taxes						(5,640	)			(3,383	)			(8,819	)			(6,853	)
Income (loss) from discontinued operations (including gain on disposal), net of tax					(33	)			2,450				124,144				4,024
Income tax benefit (expense)						(725	)			(892	)			2,875				2,128
		Net income (loss)		$	(14,437	)		$	(6,365	)		$	98,518			$	(44,000	)
			Net loss		$	(6,365	)		$	(4,275	)		$	(5,944	)		$	(4,725	)
Parent’s contribution					12				379				24				12,480
Parent’s contributions						379				379				133				133
Members’ capital at the beginning of the period					114,828				20,201				1,861				45,735
Members’ Capital at the beginning of the period						20,201				84,102				57,884				109,211
	Members’ capital at the end of the period			$	100,403			$	14,215			$	100,403			$	14,215
Members’ Capital at the end of the period					$	14,215			$	80,206			$	52,073			$	104,619

See the notes to the consolidated financial statements.

ACME Intermediate Holdings, LLC and Subsidiaries ~~ACME Television, LLC and Subsidiaries~~ Consolidated Statements of ~~Operations~~Cash ~~and Members’ Capital~~Flows (Unaudited) ~~(In thousands)~~

				For the Six Months Ended June 30,	~~For the Six Months Ended June 30,~~
					2002							2001
				2003				2002
					ACME							ACME
				(In thousands)
					Intermediate				ACME			Intermediate			ACME
Cash flows from operating activities:
					Holdings, LLC				Television, LLC			Holdings, LLC			Television, LLC
	Net loss from continuing operations			$	(25,626	)		$	(48,024	)
Net revenues					$	37,747			$	37,747		$	35,376		$	35,376
Adjustments to reconcile net loss to net cash used in operating activities:
Operating expenses:
	Depreciation and amortization				2,192				1,965
		Station operating expenses				30,901				30,901			28,016			28,016
	Amortization of program rights				5,403				4,298
		Depreciation and amortization				2,452				2,452			9,869			9,869
	Amortization of debt issuance costs				853				1,069
		Corporate expenses				1,845				1,845			1,820			1,820
	Amortization of discount on 12% senior secured notes				298				4,248
		Equity-based compensation				231				231			265			265
	Loss on extinguishment of debt				9,926				—
		LMA fees				4				4			—			—
	Equity-based compensation				24				133
			Operating Income (loss)			2,314				2,314			(4,594	)		(4,594	)
	Deferred taxes				668				27,820
Other income (expenses):
	(Gain) loss on disposal of assets				(33	)			16
		Interest income				21				21			173			173
Changes in assets and liabilities:
		Interest expense				(15,505	)			(11,143	)		(14,458	)		(10,657	)
	Increase in accounts receivables, net				(412	)			(1,424	)
		Loss on sale of assets, net				(16	)			(16	)		(10	)		(10	)
	Increase in prepaid expenses and other current assets				(576	)			(338	)
		Other expense				(154	)			(154	)		(95	)		(95	)
	Increase in other assets				(126	)			(129	)
Net loss before income taxes						(13,340	)			(8,978	)		(18,984	)		(15,183	)
	Decrease in accounts payable				(58	)			(333	)
Income tax benefit (expense)						(30,660	)			(24,084	)		6,263			4,819
	Increase (decrease) in accrued liabilities				(6,300	)			560
			Net loss		$	(44,000	)		$	(33,062	)	$	(12,721	)	$	(10,364	)
	Payments for programming rights				(5,313	)			(4,495	)
Parent’s contributions						12,480				12,480			265			265
	Decrease in other liabilities				(42	)			(65	)
	Members’ Capital at the beginning of the period					45,735				100,788			64,529			114,718
		Net cash used in operating activities			(19,122	)			(14,699	)
Members’ Capital at the end of the period					$	14,215			$	80,206		$	52,073		$	104,619
Cash flows from investing activities:
	Purchase of property and equipment				(1,641	)			(5,310	)
	Purchases of and deposits for station interests				(48	)			(278	)
	Purchase of minority interest in automobile website				—				(871	)
		Net cash used in investing activities			(1,689	)			(6,459	)
Cash flows from financing activities:
	Increase in revolving credit facility				1,429				5,446
	Payments on revolving credit facility				(20,218	)			—
	Payment of financing costs on credit facility				(504	)			(1,162	)
	Redemption of 10 7/8% and 12% notes				(216,635	)			—
	Cash expenses associated with the redemption of notes				(6,240	)			—
	Cash restricted as collateral under capital lease facilities				(5,479	)			(1,128	)
	Proceeds from capital lease facilities				—				2,327
	Payments on capital lease obligations				(2,962	)			(1,915	)
	Contribution of parent				—				12,480
		Net cash provided by (used in) financing activities			(250,609	)			16,048

See the notes to the consolidated financial statements.

ACME Intermediate Holdings, LLC and Subsidiaries ~~ACME Television, LLC and Subsidiaries~~ Consolidated Statements of Cash Flows (Unaudited)

						For the Six Months Ended
				For the Six Months Ended June 30,
						June 30, 2002							June 30, 2001
				2003				2002
						ACME				ACME			ACME			ACME
				(In thousands)
						Intermediate				Television,			Intermediate			Television,
Decrease in cash					(271,420	)			(5,110	)
						Holdings, LLC				LLC			Holdings, LLC			LLC
	Cash from discontinued operations				280,709				2,797
										(In thousands)
	Net increase (decrease) in cash				9,289				(2,313	)
Cash flows from operating activities:
	Cash at beginning of period				1,808				4,280
		Net loss				$	(44,000	)		$	(33,062	)	$	(12,721	)	$	(10,364	)
	Cash at end of period			$	11,097			$	1,967
		Adjustments to reconcile net loss to net cash provided by operating activities:
Cash payments for:
			Depreciation and amortization				2,452				2,452			9,869			9,869
		Interest		$	16,015			$	9,991
			Amortization of program rights				8,017				8,017			7,076			7,076
		Taxes		$	115			$	86
			Amortization of debt issuance costs				1,069				1,069			796			796
Non-cash transactions:
			Amortization of discount on 12% senior secured notes				4,248				—			3,724			—
		Program rights in exchange for program rights payable		$	579			$	5,901
			Loss on sale of assets, net				16				16			10			10
			Equity-based compensation				231				231			265			265
			Deferred taxes				30,533				23,957			(6,263	)		(4,819	)
Changes in assets and liabilities:
			(Increase) decrease in accounts receivables, net				(2,499	)			(2,499	)		72			72
			Increase in prepaid expenses				(657	)			(657	)		(259	)		(336	)
			Increase in other assets				(53	)			(166	)		(200	)		(200	)
			Increase (decrease) in accounts payable				3,094				3,094			(438	)		(438	)
			Increase (decrease) in accrued liabilities				(3,485	)			(3,485	)		427			427
			Payments on programming rights payable				(8,084	)			(8,084	)		(7,060	)		(7,060	)
			Increase in due to affiliates				338				338			128			128
			Decrease in other liabilities				(8	)			(9	)		—			—
				Net cash used in operating activities			(8,788	)			(8,788	)		(4,574	)		(4,574	)
Cash flows from investing activities:
			Purchase of property and equipment				(9,200	)			(9,200	)		(3,082	)		(3,082	)
			Proceeds from the sale of assets				—				—			230			230
			Purchases of and deposits for station interests				(278	)			(278	)		(51	)		(51	)
			Purchase of minority interest in automobile website				(871	)			(871	)		—			—
				Net cash used in investing activities			(10,349	)			(10,349	)		(2,903	)		(2,903	)
Cash flows from financing activities:
			Increase in revolving credit facility				5,446				5,446			—			—
			Payment of financing costs on credit facility				(1,162	)			(1,162	)		—			—
			Cash restricted as collateral under capital lease facilities				(1,128	)			(1,128	)		—			—
			Capital lease obligations				3,334				3,334			2,966			2,966
			Payments of capital lease obligations				(1,915	)			(1,915	)		(1,049	)		(1,049	)
			Capital contribution from parent				12,249				12,249			—			—
				Net cash provided by financing activities			16,824				16,824			1,917			1,917
			Net increase (decrease) in cash				(2,313	)			(2,313	)		(5,560	)		(5,560	)
			Cash at beginning of period				4,280				4,280			10,347			10,347
			Cash at end of period			$	1,967			$	1,967		$	4,787		$	4,787
Cash payments for:
				Interest		$	11,003			$	11,003		$	10,021		$	10,021
				Taxes		$	127			$	127		$	23		$	23
	Non-cash transactions:
				Program rights in exchange for program rights payable		$	8,950			$	8,950		$	1,914		$	1,914

See the notes to the consolidated financial statements.

ACME ~~INTERMEDIATE~~Intermediate ~~HOLDINGS~~Holdings, LLC ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries ~~ACME~~Notes ~~TELEVISION,~~to ~~LLC~~Consolidated ~~AND~~Financial ~~SUBSIDIARIES NOTES~~Statements ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~ (~~UNAUDITED~~Unaudited) ~~FOR~~For ~~THE~~the ~~THREE~~three ~~MONTHS~~and ~~ENDED~~six ~~JUNE~~months ended June 30, ~~2002~~2003 ~~AND~~and ~~JUNE~~ June 30, ~~2001~~2002

(1) ~~FORMATION~~ Formation ~~AND~~and ~~DESCRIPTION~~Description OFof ~~THE~~the ~~BUSINESS~~Business

Reorganization of Parent

ACME Communications, Inc. was formed on July 23, 1999, in preparation for and in conjunction with an initial public offering of its stock.

On September 27, 1999, the Board of Advisors of ACME Television Holdings, LLC the parent company of ACME Intermediate Holdings, LLC (“ACME Intermediate”) and its ~~wholly-owned subsidiary ACME Television, LLC (“ACME Television”) and its~~ members and the Board of Directors of ACME Communications, Inc. and its stockholder approved a merger and reorganization (the “Reorganization”), whereby ACME Communications, Inc., became the direct parent of ACME Television Holdings, LLC. As a result of the Reorganization, ACME Communications, Inc. is the ultimate parent of ACME Intermediate ~~and its wholly owned subsidiary ACME Television~~. All transactions contemplated as part of the Reorganization closed on October 5, 1999. References to “ACME Parent” herein refer to ACME Communications, Inc.

Formation

ACME Intermediate was formed on August 8, 1997. Upon formation, ACME Intermediate received a contribution from ACME Parent, of ACME Parent’s wholly-owned subsidiaries — ACME Television of Oregon, LLC (“ACME Oregon”) and ACME Television of Tennessee, LLC (“ACME Tennessee”) and certain other net assets. This Contribution of $25,455,000 (including cash of $2,380,000) was made in exchange for membership units in ACME Intermediate and was treated as a transaction between entities under common control, similar to a pooling of interests. Accordingly, the transaction was recorded at historical cost and ACME Intermediate has reflected the results of operations of the contributed entities for the year ended December 31, 1997. In addition, on September 30, 1997, ACME Parent made an additional contribution of $21,746,000 in exchange for membership units in ACME Intermediate.

ACME ~~Television was formed on August 8, 1997. Upon formation, ACME Television received a contribution from ACME~~ Parent ~~through~~owns ~~ACME~~directly ~~Intermediate of~~or ~~ACME Parent’s wholly owned subsidiaries — ACME Oregon and ACME Tennessee and certain other net assets. This Contribution of $25~~indirectly,~~455,000~~ ~~(including~~100% ~~cash~~ of ~~$2,380,000)~~ ~~was made in exchange for membership units in~~ the ~~Company~~outstanding ~~and was~~member ~~treated~~units ~~as a transaction between entities under common control, similar to a pooling~~ of ~~interests. Accordingly, the transaction was recorded at historical cost and~~ ACME ~~Television has reflected the results of operations of the contributed entities for the year ended December 31, 1997. In addition, on September 30, 1997, ACME~~ Intermediate ~~made an additional contribution of $60,061,000 in exchange for membership units in ACME Television~~.

~~ACME~~In ~~Parent~~March ~~owns directly or indirectly~~2003, ~~100%~~we ofcompleted the ~~outstanding~~sale ~~member units~~ of ~~ACME~~our ~~Intermediate~~stations in St. ~~ACME~~Louis (KPLR-TV) ~~Intermediate~~and ~~owns~~Portland, ~~directly~~OR or(KWBP-TV) ~~indirectly, 100%~~to subsidiaries of Tribune Company (“the Tribune ~~outstanding~~Transaction”). ~~member~~The ~~units~~results of ~~ACME~~these ~~Television~~stations are included in discontinued operations for all periods presented.

Description of the Business

ACME Intermediate is a holding company with no independent operations other than through its wholly-owned subsidiary, ACME Television, LLC (“ACME Television”). ACME Television, through its wholly-owned subsidiaries, owns and operates the following ~~ten~~ nine commercially licensed broadcast television stations located throughout the United States:

U.S.

Network

Market

Network

Station

Channel

Marketplace

Rank

Affiliation

Station

Channel

Market

Rank*

Affiliation

KUWB

Salt Lake City, Utah

KPLR

St. Louis, MO

KWBQ

Albuquerque-Santa Fe, New Mexico

KWBP

Portland, OR

KASY

Albuquerque-Santa Fe, New Mexico

UPN

KUWB

Salt Lake City, UT

WBDT

Dayton, Ohio

KWBQ

Albuquerque-Santa Fe, NM

WBXX

Knoxville, Tennessee

KASY

Albuquerque-Santa Fe, NM

UPN

WIWB

Green Bay-Appleton, Wisconsin

WBDT

Dayton, OH

WTVK

Ft. Myers-Naples, Florida

WBXX

Knoxville, TN

WBUI

Champaign-Springfield-Decatur, Illinois

WIWB

Green Bay-Appleton, WI

WBUW

Madison, Wisconsin

WTVK

Ft. Myers-Naples, FL

WBUI

Champaign-Springfield-Decatur, IL

* Based on television households

InThe ~~March~~Company ~~2002,~~also ~~ACME~~owns ~~Parent~~the ~~entered~~rights ~~into,~~to ~~and~~acquire ~~subsequently~~construction ~~assigned~~permits to ~~ACME~~build ~~Television,~~three anew ~~court-approved~~WB ~~asset~~Network ~~purchase~~affiliates ~~agreement~~in toLexington, ~~buy~~KY, ~~substantially~~Richmond, ~~all~~VA and ofFlint-Saginaw-Bay ~~the~~Cities, ~~broadcast~~MI. ~~assets~~The ofCompany ~~station~~also ~~WHPN,~~has the ~~UPN~~right ~~affiliate~~to ~~serving~~acquire ~~the Madison,~~a ~~Wisconsin~~construction ~~marketplace,~~permit ~~for~~in aPortland, ~~cash~~OR. ~~purchase~~The ~~price~~acquisition of ~~$5.6 million.~~these ~~We began~~construction ~~operating~~permits ~~the~~is ~~station~~dependent ~~under~~on anthe ~~interim~~Federal ~~local~~Communications ~~marketing~~Commission ~~agreement~~approving ~~(“LMA”) on~~the ~~April 1,~~underlying ~~2002~~applications. ~~and~~If ~~expect~~the toPortland, ~~switch~~OR ~~the~~application ~~affiliation~~is togranted, the Company WBwill ~~Television~~sell ~~Network (“The~~it ~~WB”)~~due byto ~~the~~a ~~end~~non-compete ofarrangement ~~August~~contained ~~2002~~in ~~and~~our toTribune Transaction ~~close~~agreements. ~~the~~The ~~transaction~~aggregate ~~during~~purchase ~~the~~price ~~fourth~~for these four ~~quarter~~construction ofpermits ~~2002~~is approximately $18.4 million.

We also own the rights to acquire construction permits to build four other stations — three to be new WB Network affiliates in Lexington, KY, Richmond, VA and Flint-Saginaw-Bay Cities, MI and the fourth to be a second station, operated as an independent, in Portland, OR. The acquisition of these construction permits is dependent on the Federal Communications Commission approving the underlying applications. The aggregate purchase price for these four construction permits is approximately $18.4 million.

(2) Presentation of Interim Financial Statements

~~Financial statements are presented for each of ACME Intermediate Holdings, LLC and its wholly-owned subsidiary, ACME Television, LLC.~~ Unless the context requires otherwise, references to the “Company” ~~refers~~refer to ~~both ACME~~ ACME Intermediate Holdings, LLC and ~~ACME~~its ~~Television~~wholly-owned subsidiaries. Segment information is not presented ~~since~~ because all of ~~our~~the ~~revenue~~Company’s isrevenues are attributed to a single reportable segment — television broadcasting.

The accompanying consolidated financial statements for the three and six ~~month~~months ~~periods~~ ended June 30, ~~2001~~2003 and 2002 are unaudited and have been prepared in in accordance with accounting principles generally accepted in the United ~~States~~ States of America, the instructions to this Form 10-Q and Article 10 of Regulation S-X. In ~~our~~the opinion of management, such financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position and the results of operations, and cash flows for these periods. As permitted under the applicable rules and regulations of the Securities and Exchange Commission ~~(“SEC”)~~, these financials statements do not include all disclosures and footnotes normally included with annual consolidated financial statements, and accordingly, should be read in conjunction with the consolidated financial statements, and the notes thereto, included in the ~~our~~Company’s Annual Report on Form 10-K ~~for the year ended December 31, 2001,~~ filed with the SEC on April 115, ~~2002~~2003. The results of operations presented in the accompanying consolidated financial statements are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2002~~ 2003.

~~(3) Intangible~~ Certain ~~Assets~~amounts —previously ~~Adoption~~reported ofin ~~Statements~~2002 ~~142~~have ~~and~~been ~~144~~reclassified to conform to the 2003 financial statement presentation.

~~We adopted the provisions of Statement of Financial Accounting Standards~~ (~~“SFAS”~~3) Accounting ~~No. 142,~~for ~~“Goodwill~~Stock ~~and Other Intangible Assets” effective January~~Options ~~1, 2002. Under SFAS No. 142, we will no longer amortize goodwill or~~ ~~intangible assets. As of December 31, 2001 and June 30, 2002, we had $87.6~~ ~~million is unamortized goodwill and $165 million in unamortized broadcast licenses.~~

InThe ~~connection~~Company ~~with the~~has ~~transitional~~adopted ~~goodwill~~Statement ~~impairment~~of ~~evaluation,~~Financial Accounting Standards No. 123 (“SFAS No. ~~142~~123”), “Accounting for Stock-Based Compensation,” which ~~required~~establishes usa tofair ~~perform~~value anbased ~~assessment~~method of ~~whether~~accounting ~~there~~for ~~was any~~stock-based ~~indication~~compensation. ~~that~~SFAS ~~goodwill~~No. 123 ~~was~~encourages ~~impaired~~but atdoes ~~the~~not ~~date~~require ofentities ~~adoption.~~to Weadopt ~~performed~~its ~~the~~provisions ~~assessment~~in onplace aof ~~consolidated~~the ~~basis~~provisions ~~and~~of ~~determined~~Accounting ~~that~~Principles Board ~~there~~Opinion ~~was~~No. 25 ~~not~~(“APB anNo. 25”), ~~indication~~“Accounting offor ~~impairment.~~Stock InIssued ~~addition,~~to weEmployees”. ~~determined~~SFAS ~~that~~No. 123 ~~our~~permits ~~intangible~~entities ~~assets,~~to ~~comprised~~recognize the expense of ~~FCC~~all ~~licenses,~~stock-based ~~represented~~awards ~~intangible~~over ~~assets~~the ~~with~~vesting anperiod ~~indefinite~~of ~~life~~the awards. WeThe ~~evaluated~~expense ~~each~~is ~~asset~~calculated based on the ~~for~~fair ~~impairment~~value inat ~~accordance~~the ~~with~~date ~~SFAS~~of grant. Alternatively, APB No. ~~142,~~25 ~~based~~requires onthat the ~~fair~~ ~~value~~expense of ~~the~~stock-based ~~intangibles.~~employee ~~Based~~compensation onbe ~~this~~recognized ~~evaluation,~~based weon ~~did not~~the ~~record~~difference, if any, ~~impairment~~between ofthe ~~FCC~~quoted ~~licenses.~~market ~~The~~price ~~evaluation~~ of ~~impairment of~~the ~~goodwill~~stock and ~~FCC~~the ~~licenses~~amount the employee must bepay ~~done~~to atacquire ~~least~~the ~~annually~~stock. ~~and~~APB ~~more frequently~~No. 25 ifspecifies ~~events~~various ordates to ~~circumstances~~be ~~indicate~~used ~~that~~to determine the ~~assets~~quoted ~~may~~market beprice, depending on whether the terms ~~impaired.~~of the

~~Following~~stock-based iscompensation aaward ~~reconciliation~~are offixed ~~the~~or ~~June 30,~~variable. ~~2001~~Under ~~reported~~SFAS ~~net~~No. 123 if ~~loss~~an entity elects to ~~the~~ ~~net~~follow ~~loss~~APB asNo. 25 it ~~would~~must ~~have~~provide ~~been~~pro forma net income disclosure for employee stock option grants made, as if the fair-value-based method defined in SFAS No. ~~142~~123 had been ~~effective~~applied. onThe Company has elected to ~~January~~apply the provisions of APB No. 125. Had the Company chosen to adopt the provisions of Statement of Financial Accounting Standards No. 123, ~~2001:~~as amended by SFAS No. 148 — “Accounting for Stock-Based Compensation — Transition and Disclosure,” and recognized compensation cost based upon the fair value of all options granted (including those granted at or above fair market value) at the date of grant, the Company’s net loss (in thousands) and net loss per share for the three and six months ended June 30, 2003 and 2002 would have been:

				ACME Intermediate, LLC
Amounts in thousands, except per share data		For the Three Months Ended								For the Six Months Ended
				For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
				June 30,								June 30,
		2003				2002				2003				2002
(In thousands)				2002				2001				2002				2001
		(unaudited)								(unaudited)
				(Unaudited)								(Unaudited)
Net income (loss), as reported		$	(14,437	)		$	(6,365	)		$	98,518			$	(44,000	)
Reported net loss				$	(6,365	)		$	(5,944	)		$	(44,000	)		$	(12,721	)
Add: Stock-based employee compensation expense included in reported net income (loss)			12				67				24				133
Add back:
Deduct: Total stock-based compensation expense determined under fair-value based method for all awards			(1,363	)			(1,507	)			(2,726	)			(3,015	)
	Goodwill amortization				—				1,351				—				2,686
Pro forma net income (loss)		$	(15,788	)		$	(7,805	)		$	95,816			$	(46,882	)
	Broadcast licenses amortization				—				2,489				—				4,994
	Income tax expense								(898	)							(1,909	)
		Adjusted net loss		$	(6,365	)		$	(3,002	)		$	(44,000	)		$	(6,950	)

			ACME Television, LLC
			For the Three Months Ended						For the Six Months Ended
			June 30,						June 30,
(In thousands)			2002			2001			2002			2001
			(Unaudited)						(Unaudited)
Reported net loss			$	(4,275	)	$	(4,725	)	$	(33,062	)	$	(10,364	)
Add back:
	Goodwill amortization			—			1,351			—			2,686
	Broadcast licenses amortization			—			2,489			—			4,994
	Income tax expense						(898	)					(1,909	)
		Adjusted net loss	$	(4,275	)	$	(1,783	)	$	(33,062	)	$	(4,593	)

(4) Intangible Assets — Adoption of Statements 142 and 144

~~Prior~~The toCompany ~~January 1,~~adopted ~~2002, we recorded deferred tax liabilities relating to~~ the ~~difference~~provisions ~~in the book basis and tax basis~~ of ~~goodwill~~Statement ~~and intangibles. The reversals~~ of ~~those~~Financial ~~deferred tax liabilities were utilized to support the~~Accounting ~~realization~~Standards ~~of deferred tax assets~~ (~~primarily consisting of net operating loss carryforwards~~“SFAS”) ~~and the corresponding deferred tax benefits recorded. As a result of the adoption of SFAS~~ No. 142, ~~those~~“Goodwill ~~deferred tax liabilities will no longer reverse on a scheduled basis~~ and ~~can~~Other noIntangible ~~longer~~Assets” ~~be utilized to support~~effective ~~the~~January 1, ~~realization of deferred tax assets~~2002. ~~Accordingly,~~Under weSFAS ~~recorded a one-time, non-cash charge totaling $29~~No.~~2 and 22.3~~ ~~million for ACME Intermediate and ACME Television~~142, ~~respectively,~~the toCompany ~~deferred~~no ~~income~~longer ~~tax~~amortizes ~~expense in the quarter ended~~goodwill ~~March 31,~~or ~~2002~~intangible ~~to establish a valuation allowance against its deferred tax~~ assets.

WePrior ~~also~~to ~~adopted~~January 1, 2002, the ~~provisions~~Company ofrecorded ~~SFAS~~deferred ~~No. 144~~tax ~~“Accounting~~liabilities relating ~~for~~to the ~~Impairment~~ ordifference ~~Disposal~~in ofthe ~~Long-Lived~~book ~~Assets”~~basis ~~effective January 1,~~and ~~2002.~~tax ~~SFAS~~basis Noof goodwill and intangibles. ~~144~~ ~~requires~~The usfuture toreversals ~~evaluate~~of ~~long-lived~~those ~~assets~~deferred ~~for~~tax ~~impairment~~liabilities were ~~when~~utilized ~~certain~~to ~~conditions~~support ~~exist,~~the ~~including~~realization aof ~~current~~deferred ~~period~~tax ~~operating~~assets (primarily ~~loss~~consisting ~~combined~~of ~~with~~net aoperating ~~history~~loss ofcarryforwards) ~~operating~~and ~~losses.~~the Incorresponding ~~evaluating~~deferred ~~whether~~tax ~~there~~benefits isrecorded anby ~~impairment,~~ the ~~carrying~~Company. ~~value~~As a result of the ~~asset~~adoption ~~is compared~~of toSFAS ~~the~~No. 142, ~~sum~~those ofdeferred ~~the~~tax ~~undiscounted~~liabilities ~~cash~~will ~~flows~~no ~~expected~~longer toreverse ~~result from~~on ~~the~~a ~~use~~scheduled basis and ~~eventual~~can ~~disposition~~no oflonger ~~the~~be ~~assets.~~utilized Weto ~~evaluate long-lived~~support ~~assets~~the atrealization ~~the~~of ~~station~~deferred ~~level~~tax assets. ~~As of June 30~~Accordingly, ~~2002,~~the ~~we have~~Company ~~not~~ recorded ~~any~~a ~~impairment~~one-time, ~~related to long~~non-~~lived~~cash ~~assets.~~charge ~~Future~~totaling ~~adverse~~$28.4 million ~~changes~~to indeferred ~~market~~income ~~conditions,~~tax ~~changes~~expense in ~~technology~~the ~~and~~quarter ~~other~~ended March 31, ~~factors~~2002 ~~could~~to ~~reduce~~establish ~~the~~a ~~expected~~valuation ~~future~~allowance ~~cash~~against ~~flows~~its ~~and~~deferred ~~result~~tax ~~in an impairment charge~~assets.

(45) Revolving Credit Facility

InOn ~~February 2002~~March 21, ~~we completed~~2003 ~~our~~the ~~new~~Company ~~revolving~~completed ~~credit~~the ~~facility~~Tribune ~~with~~Transaction ~~Foothill Capital~~and ~~Corporation,~~concurrently asrepaid ~~both~~all ~~agent~~borrowings ~~and~~under ~~lender.~~its Inrevolving ~~June~~credit ~~2002,~~agreement. ~~GE Capital~~The ~~became~~Company aamended ~~co-lender~~this ~~under~~facility ~~the~~on ~~agreement~~August 8, 2003 and ~~maximum~~is ~~borrowings~~compliance ~~under~~ with the covenants ~~facility~~of ~~were~~this ~~increased~~amended ~~to $40 million~~facility. The ~~new~~amendment ~~facility~~resulted isin ~~secured~~extending bythe term ~~all~~ of ~~our~~the ~~television~~agreement ~~station assets~~until ~~and expires May~~July 31, ~~2004.~~2006 ~~Under this~~and ~~agreement,~~included weother ~~have~~changes ~~the option to borrow at an interest rate determined by~~including ~~either~~revised ~~a base rate (Wells Fargo Bank’s prime rate) plus 3 percentage points~~collateral, ~~or at~~interest ~~the~~rates ~~LIBOR~~and ~~rate~~financial ~~plus 4~~covenants.~~25 percentage~~ ~~points.~~ The ~~financial~~maximum ~~covenants~~amount of borrowings, which ~~are~~ ~~quarterly~~is ~~tests~~determined ~~beginning~~by ~~March 31,~~a ~~2002,~~fixed ~~included~~percentage inof ~~the~~appraised ~~new facility are~~station ~~(a) minimum EBITDA~~values, ~~(b) maximum~~remained ~~total~~at ~~leverage, (c)~~$40 ~~minimum~~million. ~~net~~The ~~tangible~~amended ~~worth and~~agreement ~~(d) maximum~~continues ~~capital expenditures (annual basis only). In addition~~ to ~~the~~contain ~~financial covenants, the facility contains~~ negative covenants, which, among other restrictions, will require the ~~lenders~~lender’ s approval for certain station acquisitions and dispositions. At June 30, ~~2002~~2003 there wewere ~~had~~no borrowings under the ~~facility~~ ~~of $5.4 million and had $36.4 million available under the~~ facility. ~~We were in compliance with all covenants at June 30, 2002.~~

Costs associated with amending the credit facility, including loan fees and related professional fees, will be, and unamortized costs relating to the facility are, included in long-term other assets and are amortized over the term of the facilities.

(6) Senior Discount and Senior Secured Discount Notes

~~Costs~~On ~~associated~~April 21, ~~with~~2003, the ~~procuring~~Company redeemed all of ~~bank~~its ~~credit~~10 ~~facilities,~~7/8% ~~including~~$175 million ~~loan~~Senior ~~fees~~Discount Notes and ~~related~~$41.6 million ~~professional~~of ~~fees,~~its ~~are~~12% ~~included~~$71.634 million inSenior Secured ~~long-term~~Discount ~~other~~Notes. ~~assets~~The notes were redeemed at a total cost $217.3 million, including redemption premiums and ~~are~~accrued ~~amortized~~interest ~~over~~from March 31, 2003 to the ~~term~~redemption ofdate. Separately, the ~~facilities.~~Company ~~Approximately~~acquired prior to the redemption approximately $~~292,000~~6.8 million of Senior Discount Notes purchased in the ~~capitalized~~open ~~costs~~market. ~~that~~The ~~related~~Company torecorded a loss of $9.9 million on the ~~prior~~extinguishment based ~~facility~~on ~~were~~the ~~expensed~~difference inbetween the ~~first~~reacquisition price and the net carrying ~~quarter~~amount of ~~2002~~the debt (both terms as defined by SFAS No. 26).

~~ITEM~~ On 2August 13, 2003, the Company issued redemption notices to the holders of the remaining $30 million Senior Secured Discount Notes that it was redeeming 100% of those notes on September 30, 2003. ~~MANAGEMENT’S~~Under ~~DISCUSSION~~the ~~AND~~provisions ~~ANALYSIS~~of the OFindentures, ~~FINANCIAL~~the ~~CONDITION~~notes ~~AND~~will ~~RESULTS~~be called at par and the proceeds to fund the OFredemption ~~OPERATIONS~~will be provided from a combination of cash on hand and borrowings under the amended revolving credit facility.

~~Forward~~(7) Discontinued ~~-Looking Statements:~~Operations

~~This~~Income ~~Quarterly~~(loss) ~~Report~~from ondiscontinued ~~Form 10-Q~~operations ~~includes~~is ~~forward-looking~~comprised statements. We have based these forward-looking statements on our current expectations and projections about future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “may,” “will,” “could,” “expect,” “believe,” “potential,” or “might” or the negative of ~~such terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our and~~ the ~~television~~ ~~broadcast industry’s actual results, levels of activity,~~following: ~~performance, achievements and prospects to be materially different from those~~ ~~expressed or implied by such forward-looking statements. These risks,~~ ~~uncertainties and other factors include those identified in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2002.~~


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,

Amounts in thousands	2003			2002			2003			2002

	(Unaudited)
Income from operations of discontinued operations	$	—		$	4,084		$	1,466		$	6,708
Gain (loss) on disposal of discontinued operations		(34	)		—			126,484			—
Income tax benefit (expense)		1			(1,634	)		(2,340	)		(2,684	)

Income (loss) from discontinued operations	$	(33	)	$	2,450		$	125,610		$	4,024

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

Forward-looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “expect,” “believe,” or “might” or the negative of such terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our and the television broadcast industry’s actual results, levels of activity, performance, achievements and prospects to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include those identified in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2003.

We are under no duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

The following discussion should be read in conjunction with ~~our~~the Company’s consolidated financial statements and related notes included elsewhere in this report on Form 10-Q.

~~OVERVIEW~~Overview

Our ten owned and operated television stations are regionally diverse and range in size (based on television households) from the 22nd through the 82nd largest markets in the nation. All but one of our stations are affiliates of The WB. Our second station in the Albuquerque-Santa Fe marketplace is a UPN affiliate. KPLR — St. Louis, our only VHF station, has been broadcasting in that market for over 40 years and is considered a mature television station. Our other nine stations (our “Developing Stations”) have only been on the air, or achieving measurable ratings, for 2-5 years. In addition, we currently operate under an LMA the UPN affiliate in Madison, WI. We expect to both complete our acquisition of this station and switch it affiliation to The WB during the second half of 2002.

We derive revenues primarily from the sale of advertising time to local, regional and national advertisers. Our revenues depend on popular programming that attracts audiences in the demographic groups targeted by advertisers, allowing us to sell advertising time at satisfactory rates. Our revenues also depend significantly on factors such as the national and local economy and the level of local competition.

Our revenues are generally highest during the fourth quarter of each year, primarily due to increased expenditures by advertisers in anticipation of holiday season consumer spending and an increase in viewership during this period. We generally pay commissions to advertising agencies on local, regional and national advertising and to national sales representatives on national advertising. Our revenues reflect deductions from gross revenues for commissions payable to advertising agencies and national sales representatives.

Our primary ongoing operating expenses are programming costs, employee compensation, advertising and promotion expenditures and depreciation. Programming expense consists primarily of amortization of broadcast rights relating to syndicated programs as well as news production costs and music licensing fees. Changes in employee compensation expense result primarily from increases in total staffing levels, from adjustments to fixed salaries based on individual performance and inflation and from changes in sales commissions paid to our sales staff based on levels of advertising revenues. Advertising and promotion expenses consist primarily of media and related production costs resulting from the promotion of our stations and programs. This amount is net of any reimbursement received or due to us for such advertisement and promotion from The WB, UPN or from other program suppliers.

~~RESULTS~~ Our OFnine ~~OPERATIONS~~continuing television stations are regionally diverse and range in size (based on television households) from the 36th through the 83rd largest markets in the nation. All but one of our stations are affiliates of The WB Television Network. Our second station in the Albuquerque — Santa Fe marketplace is a UPN affiliate.

~~The~~We ~~following~~derive ~~table~~revenues ~~sets~~primarily ~~forth~~from ~~our~~the ~~calculation~~sale of ~~broadcast~~advertising ~~cash~~time ~~flow~~to ~~and~~local, ~~EBITDA~~regional ~~along~~and ~~with~~national aadvertisers. ~~summary~~Our ofrevenues ~~our~~depend ~~statement~~on ofpopular ~~cash~~programming that ~~flow~~attracts ~~data~~audiences ~~for~~in the ~~periods~~demographic groups targeted by advertisers, ~~indicated:~~allowing us to sell advertising time at satisfactory rates. Our revenues also depend significantly on factors such as the national and local economy and the level of local competition.

~~Other~~ Our ~~Operating~~revenues ~~Data:~~are generally highest during the fourth quarter of each year, primarily due to increased expenditures by advertisers in anticipation of holiday season consumer spending and an increase in viewership during this period. We generally pay commissions to advertising agencies on local, regional and national advertising and to national sales representatives on national advertising. Our revenues reflect deductions from gross revenues for commissions payable to advertising agencies and national sales representatives.

					Three Months ended June 30,						Six Months ended June 30,
Broadcast cash flow and EBITDA(1):					2002			2001			2002			2001
					(Unaudited)						(Unaudited)
	Operating Income (loss)				$	2,230		$	(1,485	)	$	2,314		$	(4,594	)
	Add back:
			Equity-based compensation			116			133			231			265
			Depreciation and amortization			1,281			4,910			2,452			9,869
			LMA Fees			4			—			4			—
			Amortization of program rights			3,953			3,561			8,017			7,076
			Corporate expenses			1,028			906			1,845			1,820
			Adjusted program payments (1)			(3,952	)		(3,538	)		(8,084	)		(7,060	)
				Broadcast cash flow		4,660			4,487			6,779			7,376
	Less:
			Corporate expenses			1,028			906			1,845			1,820
				EBITDA	$	3,632		$	3,581		$	4,934		$	5,556
Broadcast cash flow margin (1)						22.3	%		23.7	%		18.0	%		20.9	%
EBITDA margin (1)						17.4	%		19.0	%		13.1	%		15.7	%
Cash flows provided by (used in):
		Operating activities									$	(8,788	)	$	(4,574	)
		Investing activities									$	(10,349	)	$	(2,903	)
		Financing activities									$	16,824		$	1,917

Our primary ongoing operating expenses are programming costs, employee compensation, advertising and promotion expenditures and depreciation. Programming expense consists primarily of amortization of broadcast rights relating to syndicated programs as well as news production and sports rights fees. Changes in employee compensation expense result primarily from increases in total staffing levels, from adjustments to fixed salaries based on individual performance and inflation and from changes in sales commissions paid to our sales staff based on levels of advertising revenues. Advertising and promotion expenses consist primarily of media and related production costs resulting from the promotion of our stations and programs. This amount is net of any reimbursement received or due to us for such advertisement and promotion from The WB Network, UPN or from other program suppliers.

~~(1)~~Results Weof ~~define:~~Operations

•The ~~broadcast~~Three ~~cash flow as operating income, plus equity-based compensation, depreciation~~ and ~~amortization,~~Six ~~LMA~~Months ~~fees,~~ended ~~amortization of program rights~~June 30, ~~and~~2003 ~~corporate~~vs. ~~expenses~~June 30, less program payments — the latter as adjusted to reflect reductions for liabilities relating to expired rights or rights that have been written-off in connection with acquisitions; • EBITDA as broadcast cash flow less corporate expenses; • broadcast cash flow margin as broadcast cash flow as a percentage of net revenues; and • EBITDA margin as EBITDA as a percentage of net revenues.2002

We Net ~~have~~revenues ~~included~~increased ~~broadcast~~25% ~~cash~~to ~~flow,~~$11.5 million ~~broadcast~~for ~~cash~~the ~~flow~~second ~~margin,~~quarter ~~EBITDA~~of ~~and~~2003 compared ~~EBITDA~~to ~~margin~~$9.2 million ~~data~~for ~~because~~the ~~management~~same ~~believes~~period ~~that~~a ~~these~~year ~~measures~~ago. ~~are~~For ~~useful~~the tosix-month period anended ~~investor~~June 30, to2003, ~~evaluate~~ our ~~ability~~net torevenues ~~service~~increased ~~debt~~29% ~~and~~to $21.5 million compared to ~~assess~~$16.7 million during the ~~earning~~same ~~ability~~six ofmonth ~~our~~period ~~stations’~~of ~~operations~~2002. ~~However,~~These increases ~~you~~reflect ~~should~~our ~~not~~increased ~~consider~~share ~~these~~of ~~items~~market inrevenues ~~isolation~~driven orby asratings increases ~~substitutes~~over ~~for~~the ~~net~~past ~~income,~~year. ~~cash~~On ~~flows~~a ~~from~~“same ~~operating~~station” ~~activities~~basis, ~~and~~i.e. ~~other~~excluding ~~statement~~the results of ~~operations~~our orMadison ~~cash~~station ~~flows~~which ~~data~~was ~~prepared~~acquired in ~~accordance~~the ~~with~~fourth ~~accounting~~quarter ~~principles~~for 2002, ~~generally~~our ~~accepted~~second inquarter ~~the~~and ~~United~~six-month ~~States~~2003 ofnet ~~America.~~revenues ~~These~~increased ~~measures~~21% ~~are~~and ~~not~~25%, respectively, ~~necessarily~~over comparable toperiods ~~similarly~~of ~~titled measures employed by other companies~~2002.

~~Quarter~~ Station ~~and~~operating ~~Six~~expenses ~~Months~~increased ~~ended~~23% ~~June~~to $11.3 30million for second three months of 2003 compared to $9.2 million for the same period a year ago. For the six-months, ~~2002~~station vsoperating ~~June~~costs grew by 23% to $21.7 30million compared to $17.6 million for the first six-months of 2002. On a same-station basis, our ~~2001~~station operating expenses increased 17% and 18% during the second quarter and first six months of 2003, respectively, compared to the same periods of 2002. These increases reflect our continued investment in programming, staffing and sales related costs.

~~Net~~Depreciation ~~revenues~~and ~~increased~~amortization ~~11% to $20.9 million~~ for the second quarter ofand ~~2002~~six-months ~~compared~~increased 13% and 12% to $181.91 million ~~for~~and ~~the~~$2.2 million, ~~same~~respectively, ~~period a year ago while year-to-date net~~compared ~~revenues were up 7%~~ to $371.70 million ~~for~~and ~~2002 compared to~~ $352.40 million ~~for~~in the ~~first~~ ~~six months of 2001. Our double digit~~ second quarter ~~revenue~~and ~~growth reflects~~first ~~increased~~six ~~market~~months ~~share performance at our Developing Stations~~of 2002, ~~driven by~~respectively. ~~sustained~~These ~~ratings~~increases ~~growth,~~reflect ~~coupled~~greater ~~with~~depreciation aexpense ~~return~~on additions to ~~moderate~~property ~~growth~~and ~~of television~~equipment ~~spending~~placed ininto ~~almost~~service ~~all~~during ~~of our markets~~2002.

Corporate expenses decreased 6% to $969,000 for the second quarter of 2003 as compared to $1.0 million for the first quarter of 2002 reflecting a combination of staffing cuts and lower professional fees as the Company continues to reduce expense levels in light of the Tribune Transaction. Corporate expenses for the six-month periods of 2003 and 2002 were essentially unchanged at $1.9 million.

~~Station~~Equity-based ~~operating expenses~~compensation ~~increased~~was ~~13% to~~ $~~16.2 million~~12,000 ~~for~~in the second quarter of ~~2002~~ 2003 compared to $~~14.4 million~~67,000 for the ~~same~~second ~~period~~quarter aof ~~year~~2002 ~~ago~~ and ~~increased~~ ~~10%~~was to $~~30.9 million~~24,000 for the six-~~month~~months ~~period~~ ended June 30, ~~2002~~ 2003 compared ~~with~~to $~~28.0 million~~133,000 for the ~~corresponding~~comparable year-earlier period ~~in 2001~~. ~~These increases~~This ~~are~~expense ~~primarily~~relates ~~due~~ to ~~increased~~stock ~~programming~~options ~~expense~~issued ~~which~~upon ~~was up 17%~~the ~~for~~conversion ~~both~~of ~~the~~our ~~quarter and six~~long-~~month~~term ~~periods~~incentive ~~compared~~plan toawards ~~2001~~during ~~due to~~ our ~~continued~~ ~~investment~~IPO in, ~~and upgrade to, our program schedule~~September 1999. ~~Sales~~These ~~and~~options ~~related expenses~~ were upissued ~~15%~~at ~~for~~a ~~the~~price ~~quarter~~below ~~and~~market ~~23%~~value ~~for~~at the ~~six~~date ~~month period as~~of ~~compared~~grant toand ~~the~~therefore ~~same~~generate ~~periods~~compensation inexpense ~~2001,~~over ~~principally~~the ~~due~~vesting toperiod ~~increased~~of ~~Nielsen’s~~the ~~rating service charges~~option. ~~Engineering~~The ~~expenses~~decreases ~~increased~~in ~~21%~~expense ~~for~~in the second quarter and ~~10% for the~~ six-month periods ~~period~~of 2003 were due to ~~new~~several ~~costs~~optionees ~~associated~~having ~~with~~fully ~~our~~vested ~~new~~their ~~digital~~options in ~~facilities~~the second half of 2002.

~~Depreciation~~Interest ~~and~~expense, ~~amortization~~net ~~decreased~~of ~~74%~~interest income, decreased to $12.3 million in the ~~second~~ second quarter of ~~2002~~2003 compared to $47.96 million in the ~~same~~second ~~period~~quarter aof ~~year~~2002. This ~~ago~~decrease ~~and~~reflects ~~for~~ the ~~six~~eliminated ~~month~~interest ~~period,~~on ~~depreciation~~all ~~and~~of ~~amortization~~our ~~decreased~~$175 million 7510 7/8% toNotes and $241.5 7 million, ~~compared~~of toour ~~$9.9 million~~12% ~~for~~Notes ~~the~~that ~~same~~were ~~period~~redeemed inon ~~2001~~April 21, 2003 ~~due~~along towith ~~our adoption~~the repayment of ~~SFAS~~all ~~No. 142.~~balances ~~Under~~outstanding ~~SFAS~~under ~~No. 142,~~the ~~our~~Company’s credit ~~goodwill~~facility ~~and~~on ~~other intangible~~March 21, ~~assets~~2003. ~~are~~We noincurred ~~longer~~a ~~amortized,~~loss ~~and~~on ~~therefore,~~extinguishment ~~the~~of debt of $19.39 million in the second quarter ofin ~~2002~~connection ~~consists~~with ~~only~~the ofredemption ~~depreciation expense~~of ~~relating~~our toNotes ~~fixed~~in ~~assets~~April. ~~This represents~~For athe ~~12%~~six-month ~~increase~~period, ~~compared~~net tointerest ~~our~~expense ~~second~~was ~~quarter~~down 30% ~~2001~~from ~~depreciation expense~~$15.1 million ~~because~~to of$10.6 million ~~our~~as ~~capital~~a ~~expenditures~~result toof ~~convert~~our toreduction ~~digital~~in ~~broadcasting~~debt ~~and~~with toproceeds ~~upgrade~~received ~~existing~~in ~~equipment~~the Tribune Transaction.

~~Corporate~~The ~~expenses~~Company ~~increased~~recorded ~~13%~~a totax expense of $~~1.0 million~~300,000 ~~for~~during the second quarter of 2003, including a deferred tax expense of ~~2002~~ as$250,000, compared to a deferred tax benefit of $~~906~~909,000 million ~~for~~in the ~~same~~corresponding ~~period~~quarter aof ~~year ago~~2002. OnThe ~~a year~~tax toexpense ~~date~~for ~~basis~~the six months ended June 30, ~~corporate~~2003 ~~expenses~~was ~~increased~~$783,000 1%compared to a tax expense of $127.~~845~~3 million for the same period in 2002. The second quarter and ~~compared~~six-month 2003 tax expenses relate to ~~$1.820 million~~the invaluation ~~2001~~allowance against deferred tax assets created by tax deductible amortization of intangibles, which are not being amortized on a book basis. ~~Both~~The ~~the~~benefit ~~increase~~recorded in the second quarter ~~and~~of 2002 relates to losses at the ~~increase~~continuing operations being utilized against income from discontinued operations for the same period. The six-month ~~period~~2002 tax ~~are~~expense ~~due~~relates to the implementation of SFAS No. 142 on January 1, 2002. ~~primarily~~Prior to ~~increased~~January 1, ~~insurance~~2002, ~~expenses~~the Company recorded deferred tax liabilities relating to the difference in the book basis and ~~increased~~tax ~~investor~~basis of goodwill and ~~relations~~intangibles. ~~expenses~~The ~~offset~~reversals of those deferred tax liabilities were utilized to support the realization of deferred tax assets (primarily consisting of net operating loss carryforwards) and the corresponding deferred tax benefits recorded by the Company. As a ~~reduction~~result inof ~~professional~~the ~~fees~~adoption of SFAS 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no ~~incentive~~longer ~~compensation~~be ~~provisions~~utilized to support the realization of deferred tax assets. Accordingly, the Company recorded a charge totaling $28.4 million to deferred income tax expense on March 31, 2002 to establish a valuation allowance against its deferred tax assets.

~~Equity-based~~Income ~~compensation~~from discontinued operations, net of ~~$116~~tax,~~000~~ induring the second quarter ~~of 2002 and~~ was $~~133~~33,000, inrepresenting ~~the~~minor ~~second~~adjustments ~~quarter~~to oftransaction ~~2001~~costs ~~and~~relating ~~$231,000~~to the ~~and~~station ~~$265,000~~sales ~~for~~during the ~~six-months~~ ~~ended~~quarter. ~~June 30,~~Net ~~2002~~income ~~and~~from ~~2001,~~discontinued ~~respectively, relates to stock options~~operations ~~issued~~for ~~upon~~ the ~~conversion~~second quarter of ~~our~~2002 ~~long-term~~and ~~incentive~~the ~~plan~~six ~~awards~~months ~~during~~ended ~~ACME Parent’s~~June 30, ~~IPO~~2002 inreflect the ~~September~~profitable operations of ~~1999.~~our ~~These~~station ~~options~~KPLR ~~were~~in ~~issued~~St. atLouis, awhich ~~price~~was ~~below~~sold in ~~market~~connection ~~value~~with at the ~~date~~Tribune ofTransaction ~~grant~~during ~~and~~that ~~therefore~~period. ~~generate~~For ~~compensation~~the ~~expense~~six-month ~~over~~period ~~the~~ended ~~life~~June 30, of2003, ~~the~~net ~~option.~~income ~~The~~from ~~decrease~~discontinued operations ofrepresents the ~~$17,000~~profitable ~~for~~results of the ~~quarter~~stations sold and ~~$34,000 year~~ tothe ~~date~~gain inon ~~2002~~the issale ~~due~~of to$124.1 million ~~stock~~net ~~options~~of ~~that~~tax ~~were~~expense ~~forfeited~~of ~~by former employees~~$2.3 million.

~~ACME~~The ~~Television~~Company’s ~~interest~~net ~~expense~~losses for the second ~~quarter~~quarters of ~~2002~~2003 ~~was~~and 2002 were $514.5 4 million and ~~was~~ $56.34 million, respectively. This increase in the ~~second~~net ~~quarter~~loss ofis primarily ~~2001~~attributable ~~and~~to ~~for~~ the ~~six month~~loss ~~period~~on ~~was~~extinguishment ~~$11.1 million~~on indebt ~~2002~~ and ~~$10.7 million~~prior ~~in 2001. This second~~year ~~quarter~~income ~~2002~~from ~~increase~~discontinued ~~was~~operations ~~primarily~~net ~~due~~of tolower ~~increased~~ interest expense onand ~~new~~an ~~borrowings~~improvement ~~under~~in ~~our~~station ~~senior~~revenues ~~credit~~in ~~facility~~excess ~~and~~of ~~increased~~station ~~interest~~operating expenses. Net ~~expense~~income onfor ~~our~~the ~~capital~~six-months ~~lease~~ended ~~facilities~~June 30, 2003 was $98.5 million ~~Interest~~compared ~~expense~~to a net loss of $44.0 million for the ~~six-month~~ comparable period ~~also~~in ~~includes~~2002. This increase is attributable to the ~~accelerated~~gain ~~amortization~~on sale of ~~prepaid~~discontinued operations, lower net interest ~~financing~~expense ~~costs~~and ~~associated~~improved ~~with~~station ~~our~~operating ~~former~~results, ~~credit~~net ~~facility~~of ~~that~~the ~~was~~loss ~~terminated~~on inextinguishment ~~February~~of ~~2002~~debt ~~(see~~and ~~“Liquidity~~the ~~and~~deferred ~~Capital~~tax ~~Resources”~~expense ~~below)~~relating to the adoption of SFAS 142.

~~ACME~~Liquidity ~~Intermediate’s interest expense for the second quarter of 2002 was $7.8 million~~ and ~~was~~Capital ~~$7.3 million for the previous year and for the six month~~Resources ~~period was $15.5 million in 2002 and $14.5 million in 2001. In addition to the~~ ~~higher interest expense at ACME Television, interest expense also increased~~ ~~relating to the higher accreted principal balance for ACME Intermediate’s 12% senior secured notes compared to a year ago.~~

~~ACME Intermediate and ACME Television’s income tax expense for the second~~Cash ~~quarter~~flow ofused ~~2002~~by ~~were~~operating ~~$725,000~~activities ~~and~~was $~~892,000, respectively, compared to income tax benefits of $2~~19.~~9 and $~~2.1 million, ~~respectively,~~for in the ~~corresponding~~six ~~quarter~~months ofended ~~2001.~~June 30, ~~For~~2003 ~~the~~compared ~~six~~to ~~month~~cash ~~period~~flow ~~ACME~~used ~~Intermediate’s~~by ~~income~~operating ~~tax~~activities ~~expense~~of ~~was~~ $3014.7 ~~for 2002 and the benefit was $6.3~~ million for ~~2001. ACME Television’s income tax expense was $24.1 for~~ the first six ~~month~~months ~~period~~of ~~ended June 30,~~ 2002 ~~and the benefit was $4~~.~~8 million~~ ~~for~~This ~~the~~increase ~~same period~~ in ~~2001.~~cash ~~These~~flow ~~increases~~usage ~~are due to the implementation~~ of ~~SFAS No~~$4.5 ~~142~~million onrelates ~~January 1,~~primarily ~~2002. Prior~~ to ~~January 1,~~increased ~~2002,~~cash weinterest ~~recorded~~payments ~~deferred tax liabilities relating to the difference in the book basis and tax basis~~ of ~~goodwill and intangibles~~$6. ~~The~~0 ~~reversals~~million ~~of those deferred tax liabilities were utilized to support the realization of deferred tax assets~~ (~~primarily~~including ~~consisting of net operating loss carryforwards) and~~ the corresponding deferred tax benefits recorded. As a result of the adoption of SFAS 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of deferred tax assets. Accordingly, we recorded a onefirst-time~~, non~~ semi-~~cash~~annual ~~charge~~interest ~~totaling~~payment ~~$29.2 million~~of ~~and~~ $224.3 million on ~~for~~our ~~ACME~~Senior ~~Intermediate and~~Secured ~~ACME~~Discount ~~Television,~~Notes ~~respectively,~~paid toon ~~deferred~~March 31, ~~income~~2003), ~~tax~~net ~~expense~~of ~~to establish~~improved aoperating ~~valuation~~results ~~allowance~~and ~~against~~working ~~its~~capital ~~deferred tax assets~~changes.

Broadcast cash flow (as defined) for the second quarter increased 4% to $4.7 million compared to $4.5 million in the same period a year ago due to our revenue growth beginning to overcome our growth in expenses.

On Cash aflow ~~year-to-date~~used ~~basis,~~in ~~broadcast~~investing ~~cash~~activities ~~flow~~during ~~decreased~~the 8%six tomonths of 2003 was $61.87 million compared to $76.45 million inused during the ~~same~~first ~~period~~six amonths ~~year~~of ~~ago.~~2002 as ~~This decrease is~~ the ~~result~~ ofCompany ~~our~~completed ~~expense~~substantially ~~growth~~all ~~in excess~~ of ~~our~~its ~~revenue~~digital ~~growth~~upgrades ~~during~~in ~~the~~2002 and ~~six-month~~spent ~~period~~considerably ~~due~~less toon ~~continued~~capital ~~investment~~expenditures in ~~programming,~~the ~~staffing~~2003 ~~and sales related costs~~period.

~~EBITDA~~Cash ~~(as~~flow ~~defined)~~used ~~increased~~in 1%financing toactivities was $3250.635 million for the ~~second quarter~~first six months of ~~2002~~2003 compared to cash flow provided by financing activities of $316.580 million ~~EBITDA~~during ~~for~~ the ~~second~~first ~~quarter~~six months of ~~2001~~2002. onIn connection with the ~~strength~~Tribune Transaction in March 2003, the Company repaid all of ~~increased~~its ~~broadcast~~revolving credit ~~cash~~facility ~~flow~~and also repurchased and redeemed approximately $216.6 million, excluding Onpremium aand ~~year-to-date~~accrued ~~basis~~interest, ~~EBITDA~~of its 10 7/8% Senior Discount Notes ~~decreased~~and 1112% toSenior $4Secured Discount Notes.~~9 million~~ ~~compared~~Cash payments, including the call premium, related to the extinguishment of debt were approximately $5.6 .2 million induring the ~~same~~first ~~period~~six months of 2003. In addition, also as a result of ~~year~~the ~~ago~~Tribune Transaction, the Company pledged approximately $5.5 million ~~This~~in ~~six-month~~cash deposits ~~decrease~~to ~~reflects~~a ~~our~~lessor ~~decreased~~as ~~six~~additional ~~month~~collateral ~~broadcast~~for certain existing capital ~~cash~~lease ~~flow~~obligations.

~~ACME~~Cash ~~Television’s~~provided ~~net~~by ~~loss~~discontinued ~~for~~operations during the ~~second~~first ~~quarter~~six months of 2003 ~~2002~~ was $4280.37 million ~~compared~~, torepresenting ~~a net loss for~~ the ~~second~~operating ~~quarter~~results of ~~2001 of $4.7. For the six month period~~, ~~ACME Television’s net loss was $33.1 million in 2002~~ and ~~$10.4 million in 2001 . The $421,000 decrease in net loss for~~ the ~~quarter as compared~~sales toproceeds ~~the~~from, ~~same period in 2001 is primarily attributable to~~ our ~~increased~~two ~~broadcast cash~~stations ~~flow~~sold ~~and~~in ~~the~~connection ~~reduction~~with in the ~~amortization of intangibles of $3.8 million.~~Tribune ~~The $22~~Transaction.~~7 million~~ ~~increase~~Cash inprovided ~~ACME~~by ~~Television’s~~these ~~net~~discontinued ~~loss~~operations ~~for~~during the six ~~month~~ ~~period~~months isended ~~primarily attributable to the one-time tax charge of $22.3~~June ~~million incurred due to the adoption of SFAS No. 142~~30, ~~lower~~2002 ~~adjusted~~was ~~EBITDA and increased interest expense, net of a reduction in the amortization of intangibles of~~ $72.78 million. ~~ACME Intermediate’s higher net~~ ~~loss for the quarter and six-month periods ended June 30, 2002, compared to ACME Television’s, reflect the~~ ~~interest and income tax expense related to ACME Intermediate’s 12% senior~~ ~~secured notes.~~

~~LIQUIDITY~~ On ~~AND~~August 8, ~~CAPITAL~~2003, ~~RESOURCES~~the Company amended its revolving credit agreement. The amendment included the extension of the term of the agreement through July 31, 2006, the revision of certain collateral, the revision of the financial covenants, and the revision of the interest rates to be charged under the agreement. The maximum borrowings under the facility remain at $40 million, approximately $38 million of which was available as of August 8, 2003 — the date of the amendment. The agreement also requires that the Company redeem the remaining $30 million of its outstanding 12% Senior Secured Discount Notes by October 1, 2003 and the Company has notified the holders of redemption on September 30, 2003. There were no outstanding balances under the agreement at either June 30, 2003 or the date of the amendment. The Company expects to fund the redemption of the 12% Senior Secured Discount Notes and an interest payment of $1.8 million from a combination of cash on hand and initial borrowings under the amended facility.

~~Cash~~The ~~flow~~Company ~~used~~expects inthat ~~operating~~any ~~activities~~future ~~was~~acquisitions ~~$8.8 million~~and ~~for~~(related ~~the~~capital expenditures) ~~six~~of ~~months ended~~television ~~June 30~~stations, ~~2002~~including ~~compared~~any toof ~~cash~~the ~~flow~~four ~~used~~construction permits, inwould ~~operating~~be ~~activities~~financed ofthrough ~~$4.6~~its amended revolving credit facility and ~~million~~expected ~~for~~new ~~the~~capital ~~second~~lease ~~six~~facilities ~~months~~or, ofif ~~2001~~necessary, through additional debt and equity financings. ~~This~~Although ~~increase~~we inbelieve ~~the~~it ~~use~~would be a secondary ofalternative, ~~cash~~we ~~relates~~also ~~primarily~~have the ability to ~~our~~sell ~~lower~~select ~~EBITDA compounded~~stations byin ~~reduced~~the ~~collections~~event of unforeseen ~~net~~credit ~~revenues~~difficulties, such as ~~most~~might ~~of our~~be ~~increase~~experienced inif ~~sales~~there were further declines in the ~~2002~~U.S. ~~period~~economy ~~occurred~~or ~~late~~ in ~~the~~advertising ~~second~~demand. There is no ~~quarter~~guarantee ~~and,~~that ~~therefore,~~such other means of raising capital will be ~~collected~~at interms acceptable to the ~~following~~Company, ~~quarter. Interest expense~~and ~~was~~accordingly ~~also~~current ~~higher~~stockholders ~~for~~could ~~the~~be ~~six~~adversely affected ~~months~~by ~~ended~~such ~~June 30,~~financings. ~~2002 compared~~Funding tofor ~~the~~operating ~~prior~~losses, ~~year~~existing ~~due~~lease repayments toand ~~higher~~current ~~debt~~projected oncapital ~~our~~expenditures ~~revolving~~is ~~credit~~expected to be made ~~and~~from ~~capital~~current ~~lease~~cash ~~facilities~~on hand.

Cash flow used in investing activities during the second six months of 2002 was $10.3 million compared to $2.9 million used during the second six months of 2001. The $7.4 million increase is attributable to the purchases of broadcast and other equipment while we continue to improve technical facilities at our stations, a minority investment in an automobile-related website and the deposit made in connection with our pending purchase of WHPN, Madison, Wisconsin.

Cash flow provided by financing activities was $16.8 million for the second six months of 2002 compared to $1.9 million used in financing activities in 2001. This $14.9 million increase is primarily attributable to the $12 million contribution from ACME Parent. The remainder relates to our borrowings on our credit facility offset by payment of financing costs and decreased net borrowings on our capital lease facilities (net of repayments and cash placed on deposit to secure such borrowings).

In February 2002, we completed our new revolving credit facility with Foothill Capital Corporation, as both agent and lender. In June 2002, GE Capital became a co-lender under the agreement and maximum borrowings under the facility were increased to $40 million. The new revolving facility is secured by all of our television assets and expires May 31, 2004. Under this agreement, we have the option to borrow at an interest rate determined by either a base rate (Wells Fargo Bank’s prime rate) plus 3 percentage points, or at the LIBOR rate plus 4.25 percentage points. The financial covenants, which are quarterly tests beginning March 31, 2002, included in the new facility are (a) minimum EBITDA, (b) maximum total leverage, (c) minimum net tangible worth and (d) maximum capital expenditures (annual basis only). In addition to the financial covenants, the facility contains negative covenants, which, among other restrictions, require the lenders’ approval for certain, station acquisitions and dispositions. At June 30, 2002 we had borrowings under the facility totaling $5.4 million and had $34.6 million available under the facility outstanding under the facility. We were in compliance with all covenants at June 30, 2002.

In March 2002, upon posting an additional $1.1 million of restricted cash as collateral, we borrowed the final $3.3 million of our most recent capital lease facility. Borrowings under our various capital lease facilities are generally paid over four to five years. At June 30, 2002, amounts due under all capital lease facilities totaled $14.1 million bearing an implicit average interest rate of 8.4% per annum.

We expect to incur approximately $6 million in additional capital expenditures in 2002 as we conclude our transition to digital broadcasting,

upgrade the Madison, WI station we anticipate purchasing and purchase the capital equipment for our new morning news show “The Daily Buzz” that we expect to launch this fall. We expect that our capital expenditures after 2002, apart from those related to any pending and future acquisitions, will approximate $3.5 million per year.

Effective October 1, 2000, ACME Television’s $175 million 10 7/8% Senior Discount Notes due September 30, 2004 began accruing cash interest. The interest payment on these notes amounts to approximately $9.5 million every six months and the payments are due on March 31st and September 30th. ACME Intermediate’s $71.6 million 12% Senior Secured Notes begin accruing cash interest on October 1, 2002, with the first semi-annual payment of approximately $4.2 million due on March 31, 2003.

At June 30, 2002, the Company had $4.8 million of cash, $2.9 million of which is restricted to collateralize capital lease obligations, and working deficits of $1.4 million and $1.2 million for ACME Intermediate and ACME Television, respectively.

We believes that existing unrestricted cash balances, funds generated from operations and borrowings under our credit facility will be sufficient to satisfy our cash requirements for our existing operations for at least the next twelve months. We expect that any future acquisitions of television stations, including the completion of our WHPN — Madison, Wisconsin acquisition and any of the four construction permits, would be financed through these same sources or, if necessary, through additional debt and equity financings. There is no guarantee that such other means of raising capital will be available at all or on terms that are acceptable to us. Accordingly, current members could be adversely affected should such financings become necessary.

Critical Accounting Policies and Estimates

~~Our~~The Company’s discussion and analysis of ~~our~~its financial condition and results of operations are based upon ~~our~~its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to broadcast rights, bad debts, intangible assets, income taxes, and contingencies and litigation. WeThe ~~base~~Company ~~our~~bases its estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. WeThe ~~believe~~Company believes the following critical accounting policies affect ~~the~~its more significant judgments ~~judgements~~ and estimates used in the preparation of ~~our~~its consolidated financial statements.

Programming Rights

~~Our~~The Company’s programming rights are stated, on a gross basis, at the lower of amortized cost or estimated realizable value. WeThe ~~regularly~~Company ~~evaluate estimated~~evaluates estimated realizable value of programming rights based on current usage ~~and revenue~~ ~~performance and projected future revenue and usage of such programs. Changes~~ in our programming schedule could impact the estimated realizable value of programming. For the quarter and six-month periods ended June 30, 2001 programming rights impairment charges totaled $32,000 and $46,000, respectively. There was no impairment of programming rights during the quarter and six-month periods ended June 30, 2002.

~~Long-Lived Assets, Goodwill and~~13 ~~Intangible Assets~~

We evaluate long-lived assets in accordance with SFAS No. 144. SFAS 144 requires us to evaluate long-lived assets for impairment when certain conditions exist, including a current period operating loss combined with a history of operating losses. In evaluating whether there is an impairment, the carrying value of the assets is compared to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. We evaluate long-lived assets at the station level. As of June 30, 2002, we have not recorded any impairment related to long-lived assets. Future adverse changes in market condition, changes in technology and other factors could reduce the expected future cash flows and result in an impairment charge.

We evaluate goodwill and intangibles in accordance with SFAS No. 142. In connection with the transitional goodwill impairment evaluation, SFAS 142 required us to perform an assessment of whether there was any indication that goodwill was impaired at the date of adoption (January 1, 2002). We performed the assessment on a consolidated basis and determined that there was not an indication of impairment. In addition, we determined that our intangible assets, comprised of FCC licenses, represented intangible assets with an indefinite life. We evaluated each asset for impairment in accordance with SFAS No. 142, based on the fair value of the intangibles. Based on this evaluation, we did not record any impairment of FCC licenses. The evaluation of impairment of goodwill and FCC licenses must be done at least annually and more frequently if events or circumstances indicate that the assets may be impaired.

and revenue performance and projected future revenue and usage of such programs. Changes in the Company’s programming schedule could impact the estimated realizable value of programming. In addition, estimates of future revenue performance relate to the number of advertising spots which will be sold by the Company and the amount generated from such sales. A decrease in the number of spots sold or the amount for such sales could also impact the Company’s estimated realizable value. There were no write downs recorded by the Company for either of the six month periods ended June 30, 2003 or June 30, 2002.

Impairment of Long-Lived Asset Values

The carrying values of our long-lived assets are reviewed for impairment based upon estimated future undiscounted cash flows of the stations. During the year ended December 31, 2002 and the six months ended June 30, 2003, the Company has not recorded any impairment related to long-lived assets. Future adverse changes in market conditions, changes in technology and other factors could reduce the expected future cash flows and result in an impairment charge.

Revenue Recognition

WeThe ~~record~~Company records revenue from the sale of airtime related to advertising and contracted time at the time of broadcast. ~~and~~The ~~maintain~~Company anmaintains allowances ~~allowance~~ for doubtful accounts for ~~the~~ estimated losses ~~that~~resulting ~~may result~~ from the inability of ~~our~~ its customers to make required payments. WeThe ~~utilizes~~Company utilizes information available to usit, including the timing of payments and the financial condition of our customers, to estimate the allowance for doubtful accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. WeThe doCompany does not have a significant concentration of accounts receivable from any single customer or industry segment.

Accounting for ~~Income~~Goodwill ~~Taxes~~and Other Intangible Assets

~~Prior~~In toJune ~~January 1~~2001, ~~2002,~~the weFinancial ~~recorded~~Accounting ~~deferred~~Standards ~~tax~~Board ~~liabilities~~(the ~~relating~~“FASB”) toissued ~~the~~Statement ~~difference~~of inFinancial ~~the~~Accounting ~~book~~Standards ~~basis~~(“SFAS”) ~~and~~No. 141, ~~tax~~Business Combinations, ~~basis~~and ofSFAS ~~goodwill~~No. 142, Goodwill and ~~intangibles~~Other Intangible Assets. SFAS No. ~~The~~141 ~~reversals~~requires ofthat ~~those~~the ~~deferred~~purchase ~~tax~~method ~~liabilities~~of ~~were~~accounting ~~utilized~~be toused ~~support~~for ~~the~~all business ~~realization~~combinations ofcompleted ~~deferred~~or ~~tax~~initiated ~~assets~~after ~~(primarily~~June 30, ~~consisting~~2001 ofSFAS ~~net~~No. 141 ~~operating loss~~also ~~carryforwards)~~specifies ~~and~~criteria ~~the~~that ~~corresponding~~must ~~deferred~~be ~~tax~~met ~~benefits~~before ~~recorded.~~intangible Asassets acquired in a ~~result~~purchase ofmethod ~~the~~business ~~adoption~~combination ofcan ~~SFAS~~be ~~No. 142,~~recognized ~~those~~and ~~deferred~~reported ~~tax~~apart ~~liabilities~~from goodwill, ~~will~~noting ~~no longer~~that ~~reverse~~any onpurchase aprice ~~scheduled~~allocable ~~basis~~to ~~and~~an ~~can~~assembled noworkforce may ~~longer~~not be ~~utilized~~accounted tofor ~~support the~~separately. ~~realization~~SFAS ofNo. 142 ~~deferred~~requires ~~tax~~that goodwill and intangible assets. ~~Accordingly,~~with weindefinite ~~recorded~~useful alives ~~one-time~~no longer be amortized, but ~~non-cash~~instead, ~~charge~~tested ~~totaling~~for ~~$28.4 million~~impairment to(at ~~deferred~~least ~~income~~annually) ~~tax~~in ~~expense~~accordance inwith the ~~quarter~~provisions ~~ended~~of ~~March~~SFAS No. ~~31,~~142. ~~2002~~SFAS toNo. 142 ~~establish~~also arequires ~~valuation~~that ~~allowance against~~intangible ~~our~~assets ~~deferred~~with ~~tax~~definite ~~assets.~~useful Iflives webe ~~were~~amortized toover ~~determine~~their ~~that~~respective weestimated ~~would~~useful lives beto ~~able~~their ~~to realize~~estimated aresidual ~~deferred~~values, ~~tax~~and ~~asset~~reviewed for impairment in accordance ~~the~~with ~~future~~SFAS ~~that~~No. 121, is“Accounting infor ~~excess~~the Impairment of ~~the~~Long ~~net~~Lived ~~recorded~~Assets ~~amount,~~and wefor ~~would~~Long ~~record~~Lived anAssets ~~adjustment~~ to ~~the~~Be ~~valuation allowance~~Disposed ~~and a tax benefit~~Of”.

~~ITEM~~ The 3Company determined that its fair value exceeded its carrying value as of January 1, 2002, December 31, 2002 (its annual impairment testing date) and June 30, 2003, and, accordingly, no impairment was recorded during 2002 or during the six months ended June 30, 2003. ~~QUANTITATIVE~~In ~~AND~~addition, ~~QUALITATIVE~~as ~~DISCLOSURES~~prescribed ~~ABOUT~~by ~~MARKET~~SFAS No. 142, ~~RISK~~the Company is no longer amortizing goodwill effective January 1, 2002.

~~Our~~In ~~credit~~the ~~facility~~connection ~~has~~with athe ~~variable~~adoption ~~interest~~with ~~rate.~~Statement ~~Accordingly~~142, ~~our~~the Company ~~interest~~determined ~~expense~~that ~~could~~its beintangible ~~materially~~assets ~~affected~~have byan ~~future~~indefinite ~~fluctuations~~life. Accordingly, the Company tested these intangible assets in accordance with the provisions of ~~applicable~~Statement ~~interest~~142 ~~rate.~~and Atno ~~June~~longer amortizes these intangibles effective January 301, 2002,. weThe ~~had~~Company ~~borrowings~~also determined that the fair value of ~~$5.4 million~~its intangible assets ~~and~~exceeded ~~$34.6~~their carrying values as of January ~~million~~1, ~~available~~2002, ~~under~~December 31, ~~the~~2002 ~~credit~~and June 30, ~~facility~~2003, accordingly there was no impairment recorded.

WeThe ~~are~~Company’s ~~also~~discussion ~~exposed~~and toanalysis ~~risk~~of ~~from~~its afinancial ~~change~~condition inand results ~~interest~~of ~~rates~~operations ~~to the extent we~~ are ~~required~~based toupon ~~refinance~~our ~~existing~~consolidated ~~fixed~~financial ~~rate indebtedness at rates higher~~statements, ~~than~~which ~~those prevailing at the time the existing indebtedness was incurred. We~~ have ~~senior~~been ~~discount~~prepared ~~notes~~in ~~totaling~~accordance ~~$175 million~~with ~~and~~accounting ~~senior~~principles ~~secured discount~~generally ~~notes~~accepted ~~totaling $71.6 million due~~ in the ~~years~~United ~~2004 and 2005, respectively~~States. ~~Effective~~ ~~October 1, 2000, the senior discount notes began accruing cash interest.~~ The ~~interest~~preparation ~~payment~~of on these ~~notes~~financial ~~amounts~~statements requires us to ~~approximately~~make ~~$9.5 million~~estimates ~~every~~and ~~six~~judgments ~~months.~~that ~~Effective~~affect ~~October 1, 2002,~~ the ~~senior~~reported ~~secured~~amounts ~~notes~~of ~~will~~assets, ~~being~~liabilities, ~~accruing~~revenues ~~cash~~and ~~interest~~expenses, and ~~the~~related ~~first~~disclosure ~~semi-annual interest payment~~ of ~~approximately~~contingent ~~$4.2 million~~assets ~~will~~and ~~be due on March 31, 2003~~liabilities. ~~Based~~On ~~upon~~an ~~the quoted~~on-going ~~market price~~basis, ~~the~~we ~~fair~~evaluate ~~value of the senior discount notes and senior~~our ~~secured discount notes was $178.1 and $65.9 million~~estimates, ~~respectively,~~including asthose ofrelated ~~June~~to ~~30, 2002.~~

~~PART II — OTHER INFORMATION~~14

ITEMTable 1.of LEGAL PROCEEDINGS Contents

Webroadcast ~~currently~~rights, ~~and~~bad ~~from~~debts, ~~time~~intangible toassets, ~~time~~income ~~are~~taxes, ~~involved~~and incontingencies and litigation. ~~incidental to~~The ~~the~~Company ~~conduct~~bases ofits ~~our~~estimates ~~business.~~on Wehistorical ~~maintain~~experience ~~comprehensive general liability~~ and on various other ~~insurance,~~assumptions ~~which~~that we believe to be ~~adequate~~reasonable under the circumstances, the results of which form the basis for making judgments about the ~~purpose.~~carrying Wevalues of assets and liabilities that are not readily apparent ~~currently~~from aother ~~party~~sources. toActual ~~any~~results ~~lawsuit~~may differ from these estimates under different assumptions or ~~proceeding~~conditions. ~~that~~The ~~management~~Company believes ~~would~~the following ~~have~~critical aaccounting ~~material~~policies ~~adverse~~ affect on its ~~financial~~more ~~condition~~significant orjudgments ~~results~~and estimates used in the preparation of ~~operations~~ its consolidated financial statements.

~~ITEM~~Impact 6.of ~~EXHIBITS~~Recent ~~AND~~Accounting ~~REPORTS ON FORM 8-K.~~Pronouncements

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (“SFAS 145”). SFAS 145 rescinds SFAS 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. Upon adoption of SFAS 145, we are required to apply the criteria in APB Opinion No. 30, Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (Opinion No. 30), in determining the classification of gains and losses resulting from the extinguishment of debt. Additionally, SFAS 145 amends SFAS 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. SFAS 145 is effective for fiscal years beginning after May ~~EXHIBITS~~15, 2002 with early adoption of the provisions related to the rescission of SFAS 4 encouraged. Upon adoption, companies must reclassify prior period items that do not meet the extraordinary item classification criteria in Opinion No. 30. This impacted the Company’s accounting for extinguishment of debt which occurred during the six months ended June 30, 2003. The Company did not account for such extinguishment as extraordinary.

~~None~~In February 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”), which addresses the consolidation by business enterprises of variable interest entities, which have one or both of the following characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support from other parties, or (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) the direct or indirect ability to make decisions about the entity’s activities through voting or similar rights, (b) the obligation to absorb the expected losses of the entity if they occur, or (c) the right to receive the expected residual returns of the entity if they occur. FIN 46 will have a significant effect on existing practice because it requires existing variable interest entities to be consolidated if those entities do not effectively disburse risks among parties involved. In addition, FIN 46 contains detailed disclosure requirements. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the second fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. This Interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is second applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the second year restated. The Company expects that the adoption of FIN 46 will not have an impact on the Company’s consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s credit facility has a variable interest rate. Accordingly, the Company’s interest expense could be materially affected by future fluctuations in the applicable interest rate. At March 31, 2003, the Company had no borrowings under the credit facility.

We are also exposed to risk from a change in interest rates to the extent we are required to refinance existing fixed rate indebtedness at rates higher than those prevailing at the time the existing indebtedness was incurred. On April 21, 2003, the Company redeemed all of its Senior Discount Notes and $41.6 million of its Senior Secured Discount Notes. The fair value of the $30 million in Senior Secured Discount Notes uncalled as of June 30, 2003 was $30.5 million. The book value of such notes at March 31, 2003 was $29.1 million.

~~REPORTS~~Item 4. Controls ONand ~~FORM 8-K~~Procedures.

~~ACME~~Disclosure ~~Parent~~controls and procedures are designed to ensure that information required to be disclosed in our periodic reports filed aor ~~Current~~submitted ~~Report~~under onthe Securities ~~Form 8-K~~Exchange onAct ~~April~~of 1934 is recorded, processed, summarized and reported within the required time periods. As of June 1130, ~~2002~~2003, tothe end of the period covered by this report, the Company carried out an evaluation under the ~~that~~supervision ~~its~~and ~~Board~~with the participation of ~~Directors~~our ~~had~~Chief ~~decided~~Executive toOfficer ~~consider~~and ~~the~~Chief Financial ~~sale~~Officer of ~~one~~the effectiveness of our disclosure controls and ~~largest~~procedures. ~~stations~~Based on that evaluation, ~~contingent~~our ~~upon~~Chief ~~receiving~~Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective. The Company reviews its disclosure controls and procedures on an ongoing ~~appropriate~~basis ~~offer~~and may from time to time make changes aimed at enhancing their effectiveness and to ensure that they evolve with the Company’s business.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company currently and from time to time is involved in litigation incidental to the conduct of its business. The Company maintains comprehensive general liability and other insurance, which it believes to be adequate for the purpose. The Company is not currently a party to any lawsuit or proceeding that management believes would have a material adverse affect on its financial condition or results of operations.

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

	(a)		Exhibits.

	10.1*		Amended and Restated Loan and Security Agreement between ACME Television, LLC, as borrower, ACME Communications, Inc., Wells Fargo Foothill, Inc. and General Electric Capital Corporation, dated August 8, 2003.

	31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) under the Securities and Exchange Act of 1934, as amended

	31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) under the Securities and Exchange Act of 1934, as amended

	32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	*		Incorporated by reference to ACME Communications, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2003 filed on August 14, 2003.

	(b)		Reports on Form 8-K

The Company did not file reports on Form 8-K with the Securities and Exchange Commission during the three months ended June 30, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrants~~registrant ~~have~~has duly caused this report to be signed on ~~their~~its behalf by the undersigned thereunto duly authorized.

		ACME INTERMEDIATE HOLDINGS, LLC.
	ACME Intermediate Holdings, LLC
Date: August 14, 2002		By: /s/ THOMAS D. ALLEN
Date: August 15, 2003	By:		/s/ Thomas D. Allen
			Thomas D. Allen Executive Vice President/CFO (Principal accounting officer)
	Thomas D. Allen
		ACME TELEVISION, LLC.
	Executive Vice President / CFO
Date: August 14, 2002		By: /s/ THOMAS D. ALLEN
	(Principal accounting officer)
			Thomas D. Allen Executive Vice President/CFO (Principal accounting officer)

17 Table of Contents

EXHIBIT INDEX


Exhibit
Number		Description

10.1*		Amended and Restated Loan and Security Agreement between ACME Television, LLC, as borrower, ACME Communications, Inc., Wells Fargo Foothill, Inc. and General Electric Capital Corporation, dated August 8, 2003.
31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) under the Securities and Exchange Act of 1934, as amended
31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) under the Securities and Exchange Act of 1934, as amended
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by reference to ACME Communications, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2003 filed on August 14, 2003.

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