<PAGE>   1

================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 MARCH 31, 2001

                                       OR

    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                            COMMISSION FILE NUMBERS:

                ACME INTERMEDIATE HOLDINGS, LLC        333-40277

                ACME TELEVISION, LLC                   333-40281

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

                         ACME INTERMEDIATE HOLDINGS, LLC
                                       AND
                              ACME TELEVISION, LLC
           (Exact Name of Registrants as specified in their Charters)

<TABLE>
<S>                                  <C>                                    <C>
            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.)
</TABLE>

                        2101 E. FOURTH STREET, SUITE 202A
                          SANTA ANA, CALIFORNIA, 92705
                                 (714) 245-9499
          (Address and Telephone number of Principal Executive Offices)

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

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 [ ]

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.

As of May 11, 2001, ACME Intermediate Holdings, LLC and ACME Television, LLC had
910,986 and 200, respectively, common membership units outstanding; all such
units are owned, directly or indirectly, by ACME Communications, Inc.

================================================================================
<PAGE>   2

                         ACME INTERMEDIATE HOLDINGS, LLC
                                       AND
                              ACME TELEVISION, LLC

                                    FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
 ITEM
NUMBER                                                                                                PAGE
------                                                                                                ----
<S>      <C>                                                                                      <C>
                                       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

             Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001 ..............       3

             Consolidated Statements of Operations and Members' Capital for the Three Months Ended
             March 31, 2000 and March 31, 2001 ...................................................       4

             Consolidated Statements of Cash Flows for the Three Months Ended
             March 31, 2000 and March 31, 2001 ...................................................       5

             Notes to Consolidated Financial Statements ..........................................       6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results Of Operations ...       7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk ..............................      11

                                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .......................................................................      11

Item 6.  Exhibits and Reports on Form 8-K ........................................................      11
</TABLE>



                                       2
<PAGE>   3

                ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
                      ACME TELEVISION, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         AS OF DECEMBER 31, 2000          AS OF MARCH 31, 2001
                                                        -------------------------       -------------------------
                                                           ACME                           ACME
                                                      INTERMEDIATE        ACME        INTERMEDIATE         ACME
                                                      HOLDINGS, LLC  TELEVISION, LLC  HOLDINGS, LLC  TELEVISION, LLC
                                                      ------------------------------  ------------------------------
                                                                                               (UNAUDITED)
                                                                              (IN THOUSANDS)
<S>                                                   <C>            <C>              <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents ......................      $  10,347       $  10,347       $  12,360       $  12,360
  Accounts receivable, net .......................         15,022          15,022          12,384          12,384
  Due from affiliates ............................             --             128              --              --
  Current portion of programming rights ..........         12,477          12,477          12,270          12,270
  Prepaid expenses and other current assets ......          2,444           1,017           2,711           1,318
  Deferred income taxes ..........................          1,139           1,139           1,140           1,140
                                                        ---------       ---------       ---------       ---------
        Total current assets .....................         41,429          40,130          40,865          39,472

Property and equipment, net ......................         29,471          29,471          30,144          30,144
Programming rights, net of current portion .......         10,984          10,984           7,729           7,729
Intangible assets, net ...........................        267,964         267,964         264,122         264,122
Other assets .....................................          9,140           9,140           8,925           8,925
                                                        ---------       ---------       ---------       ---------
        Total assets .............................      $ 358,988       $ 357,689       $ 351,785       $ 350,392
                                                        =========       =========       =========       =========

LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
  Accounts payable ...............................      $   7,214       $   7,214       $   7,048       $   7,048
  Accrued liabilities ............................          9,344           9,344          14,479          14,479
  Due to affiliates ..............................          1,042           1,042           1,153           1,025
  Current portion of programming rights
    payable ......................................         12,108          12,108          11,091          11,091
  Current portion of obligations under
    lease ........................................          2,271           2,271           2,311           2,311
                                                        ---------       ---------       ---------       ---------
         Total current liabilities ...............         31,979          31,979          36,082          35,954

Programming rights payable, net of
  current portion ................................         10,205          10,205           7,744           7,744
Obligations under lease, net of
  current portion ................................          7,258           7,258           6,664           6,664
Other liabilities ................................            250             250             250             250
Deferred income taxes ............................         15,045          18,279          11,638          15,569
10 7/8% senior discount notes ....................        175,000         175,000         175,000         175,000
12% senior secured notes .........................         54,722              --          56,523              --
                                                        ---------       ---------       ---------       ---------
         Total liabilities .......................        294,459         242,971         293,901         241,181
                                                        ---------       ---------       ---------       ---------

Members' capital .................................        183,257         217,418         183,390         217,551
Accumulated deficit ..............................       (118,728)       (102,700)       (125,506)       (108,340)
                                                        ---------       ---------       ---------       ---------
         Total members' capital ..................         64,529         114,718          57,884         109,211
                                                        ---------       ---------       ---------       ---------

         Total liabilities and members' capital ..      $ 358,988       $ 357,689       $ 351,785       $ 350,392
                                                        =========       =========       =========       =========
</TABLE>

See the notes to the consolidated financial statements



                                       3
<PAGE>   4

                ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
                      ACME TELEVISION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   FOR THE THREE MONTHS ENDED MARCH 31,
                                      --------------------------------------------------------------
                                                  2000                            2001
                                      ------------------------------  ------------------------------
                                           ACME                           ACME
                                      INTERMEDIATE         ACME       INTERMEDIATE        ACME
                                      HOLDINGS, LLC  TELEVISION, LLC  HOLDINGS, LLC  TELEVISION, LLC
                                      -------------  ---------------  -------------  ---------------
                                                              (IN THOUSANDS)
<S>                                   <C>            <C>              <C>            <C>
Net revenues ......................      $ 16,218       $  16,218       $ 16,481       $  16,481

Operating expenses:
   Station operating expenses .....        12,655          12,655         13,585          13,585
   Depreciation and amortization ..         5,180           5,180          4,959           4,959
   Corporate expenses .............           888             888            914             914
   Equity-based compensation ......           132             132            132             132
                                         --------       ---------       --------       ---------
            Operating loss ........        (2,637)         (2,637)        (3,109)         (3,109)

Other income (expenses):
   Interest income ................            17              17            133             133
   Interest expense ...............        (6,356)         (4,757)        (7,144)         (5,309)
   Other ..........................            (1)             (1)           (45)            (45)
                                         --------       ---------       --------       ---------

Net loss before income taxes ......        (8,977)         (7,378)       (10,165)         (8,330)

Income tax (expense) benefit ......         2,690           2,079          3,388           2,691

                                         --------       ---------       --------       ---------
            Net loss ..............      $ (6,287)      $  (5,299)      $ (6,777)      $  (5,639)

Parent's contribution .............           132             132            132             132

 Members' Capital at the
   beginning of the period ........        85,405         131,356         64,529         114,718
                                         --------       ---------       --------       ---------

Members' Capital at the
   end of the period ..............      $ 79,250       $ 126,189       $ 57,884       $ 109,211
                                         ========       =========       ========       =========
</TABLE>

See the notes to the consolidated financial statements.



                                       4
<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                                 For the Three Months Ended
                                                                  --------------------------------------------------------
                                                                         March 31, 2000              March 31, 2001
                                                                  --------------------------   ---------------------------
                                                                      ACME          ACME          ACME            ACME
                                                                  Intermediate    Television,  Intermediate    Television,
                                                                  Holdings, LLC      LLC       Holdings, LLC       LLC
                                                                  -------------   ----------   -------------   -----------
<S>                                                               <C>             <C>          <C>             <C>
Cash flows from operating activities:
     Net loss .................................................      $(6,287)      $(5,299)      $ (6,777)      $ (5,639)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
     Depreciation and amortization ............................        5,180         5,180          4,959          4,959
     Amortization of program rights ...........................        2,949         2,949          3,515          3,515
     Amortization of debt issuance costs ......................          280           260            387            164
     Amortization of discount on 10 7/8% senior discount notes         4,280         4,280             --             --
     Amortization of discount on 12% senior secured notes .....        1,579            --          1,801             --
     Equity-based compensation ................................          132           132            132            132
     Deferred taxes ...........................................       (2,690)       (2,079)        (3,408)        (2,711)
Changes in assets and liabilities:
     Decrease in accounts receivables, net ....................        1,973         1,973          2,638          2,638
     (Increase) decrease in prepaid expenses ..................          155           155           (267)          (301)
     Increase in other assets .................................       (1,143)       (1,143)          (172)            51
     Increase (decrease) in accounts payable ..................          503           503           (166)          (166)
     Increase (decrease) in accrued expenses ..................       (4,410)       (4,410)         5,136          5,136
     Payments on programming rights payable ...................       (2,987)       (2,987)        (3,531)        (3,531)
     Increase in due to affiliates ............................          433           433            110            110
     Decrease in other liabilities ............................         (114)         (114)            --             --
                                                                     -------       -------       --------       --------

          Net cash provided by (used in) operating activities .         (167)         (167)         4,357          4,357

Cash flows from investing activities:
     Purchase of property and equipment .......................       (1,193)       (1,193)        (1,790)        (1,790)
     Purchase of and deposits for station interests ...........         (323)         (323)            --             --
                                                                     -------       -------       --------       --------

          Net cash used in investing activities ...............       (1,516)       (1,516)        (1,790)        (1,790)

Cash flows from financing activities:
     Payments of capital lease obligations ....................         (389)         (389)          (554)          (554)
                                                                     -------       -------       --------       --------
          Net cash used in financing activities ...............         (389)         (389)          (554)          (554)

     Net decrease in cash .....................................       (2,072)       (2,072)         2,013          2,013
     Cash at beginning of period ..............................        4,012         4,012         10,347         10,347
                                                                     -------       -------       --------       --------

     Cash at end of period ....................................      $ 1,940       $ 1,940       $ 12,360       $ 12,360
                                                                     =======       =======       ========       ========
Cash Payments for:
          Interest ............................................      $   212       $   212       $    258       $    258
          Taxes ...............................................      $   181       $   181       $     20       $     20
                                                                     =======       =======       ========       ========
 Non-Cash Transactions:
          Program rights in exchange for program rights payable      $   586       $   586       $     53       $     53
                                                                     =======       =======       ========       ========
</TABLE>

See the notes to the consolidated financial statements.



                                       5
<PAGE>   6

                ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
                      ACME TELEVISION, LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
          FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 2001



(1) FORMATION AND DESCRIPTION OF THE 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 ACME Intermediate of
ACME Parent's wholly-owned subsidiaries - ACME Oregon and 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 the Company 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 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 Parent owns directly or indirectly, 100% of the outstanding member
units of ACME Intermediate. ACME Intermediate owns, directly or indirectly, 100%
of the outstanding member units of ACME Television.


DESCRIPTION OF THE BUSINESS

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



                                       6
<PAGE>   7

<TABLE>
<CAPTION>
                                                                                   Network
 Station         Channel                   Market                      Rank      Affiliation
---------        -------      --------------------------------         ----      -----------
<S>              <C>          <C>                                      <C>       <C>
KPLR               11         St. Louis, MO                             22           WB
KWBP               32         Portland, OR                              23           WB
KUWB               30         Salt Lake City, UT                        36           WB
KWBQ               19         Albuquerque-Santa Fe, NM                  50           WB
KASY               50         Albuquerque-Santa Fe, NM                  50          UPN
WBXX               20         Knoxville, TN                             56           WB
WTVK               46         Ft. Myers-Naples, FL                      63           WB
WBDT               26         Dayton, OH                                69           WB
WIWB               14         Green Bay-Appleton, WI                    81           WB
WBUI               23         Champaign-Springfield-Decatur, IL         83           WB
</TABLE>


(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 to both ACME
Intermediate and ACME Television. Segment information is not presented since all
of the Company's revenue is attributed to a single reportable segment -
television broadcasting.

        The accompanying consolidated financial statements for the three-month
period ended March 31, 2000 and 2001 are unaudited and have been prepared in
accordance with accounting principles generally accepted in the United States of
America, the instructions to this Form 10-Q and Article 10 of Regulation S-X. In
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, 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
Company's Annual Report on Form 10-K filed with the SEC on April 2, 2001. The
results of operations presented in the accompanying financial statements are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.


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

        The following discussion should be read in conjunction with the
Company's unaudited consolidated financial statements and related notes included
elsewhere in this report on Form 10-Q and with the audited financial statements
and Management's Discussion and Analysis contained in the Company's Form 10-K
for the year ended December 31, 2000.

FORWARD-LOOKING STATEMENTS

        This report includes forward-looking statements. In addition, when used
in this report, the words "believe," "expect" and any similar expressions are
intended to identify forward-looking statements. Such statements are subject to
a number of risks and uncertainties. Actual results in the future could differ
materially and adversely from those described in the forward-looking statements
as a result of various important factors, including (but not limited to) the
impact of changes in national and regional economies, our ability to service our
outstanding debt, successful integration of acquired entities (including
achievement of synergies and cost reductions), pricing fluctuations in local and
national advertising, volatility in programming costs, the effects of
governmental regulation of broadcasting and the other risk factors set forth in
the Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on April 2, 2001. The Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements that may
be made to reflect any future events or circumstances.



                                       7
<PAGE>   8

OVERVIEW

        We derive our 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 station operating expenses are programming costs, employee
compensation, advertising and promotion expenditures and depreciation and
amortization. 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, 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 or from other program suppliers.


RESULTS OF OPERATIONS

        The following tables set forth selected operating and cash flow data:


<TABLE>
<CAPTION>
                                               ACME Intermediate and ACME Television
                                                     Three Months ended March 31,
                                                        2000              2001
                                                      -------           -------
<S>                                            <C>                      <C>
Broadcast cash flow and adjusted EBITDA(1):

   Operating loss ...........................         $(2,637)          $(3,109)
   Add back:
      Equity-based compensation .............             132               132
      Depreciation and amortization .........           5,180             4,959
      Time brokerage fees ...................               -                 -
      Amortization of program rights ........           2,949             3,515
      Corporate expenses ....................             888               914
      Adjusted program payments (1) .........          (2,935)           (3,522)
                                                      -------           -------
            Broadcast cash flow .............           3,577             2,889
   Less:
      Corporate expenses ....................             888               914
                                                      -------           -------
            Adjusted EBITDA .................         $ 2,689           $ 1,975

Broadcast cash flow margin (1) ..............            22.1%             17.5%
Adjusted EBITDA margin (1) ..................            16.6%             12.0%

Cash flows provided by (used in):
     Operating activities ...................         $  (167)          $ 4,357
     Investing activities ...................         $(1,516)          $(1,790)
     Financing activities ...................         $  (389)          $  (554)
</TABLE>



                                       8
<PAGE>   9

(1) We define:

        -       broadcast cash flow as operating income, plus equity-based
                compensation, depreciation and amortization, time brokerage
                fees, amortization of program rights, and corporate expenses,
                less program payments -- the latter as adjusted to reflect
                reductions for liabilities relating to expired rights or rights
                which have been written-off in connection with acquisitions and
                adjusted to allocate evenly over the payment term any advance
                deposits;

        -       adjusted EBITDA as broadcast cash flow less corporate expenses;

        -       broadcast cash flow margin as broadcast cash flow as a
                percentage of net revenues; and

        -       adjusted EBITDA margin as adjusted EBITDA as a percentage of net
                revenues.

        We have included broadcast cash flow, broadcast cash flow margin,
        adjusted EBITDA and adjusted EBITDA margin data because management
        believes that these measures are useful to an investor to evaluate our
        ability to service debt and to assess the earning ability of our
        stations' operations. However, you should not consider these items in
        isolation or as substitutes for net income, cash flows from operating
        activities and other statement of operations or cash flows data prepared
        in accordance with accounting principles generally accepted in the
        United States of America. These measures are not necessarily comparable
        to similarly titled measures employed by other companies.

QUARTER ENDED MARCH 31, 2001 VS MARCH 31, 2000

        Net revenues increased 2% to $16.5 million for the first quarter of 2001
compared to $16.2 million for the same period a year ago. This significantly
slower rate of revenue growth compared to recent quarters reflects the adverse
impact of the overall soft economy and specifically the lower demand from
advertisers that the broadcast industry has been experiencing since the fall of
2000.

        Station operating expenses increased 7% to $13.6 million for first three
months of 2001 compared to $12.7 million for the same period a year ago,
reflecting our continued investment in programming, staffing and sales related
costs.

        Depreciation and amortization decreased 4% to $5.0 million in the first
quarter of 2001 compared to $5.2 million in the same period a year ago. This
decrease relates primarily to the sale of the studio building in St. Louis in
June 2000 and the several assets acquired in 1997 with our station in Portland
reaching full depreciation in the fourth quarter of 2000.

        Corporate expenses increased 3% to $914,000 for the first quarter of
2001 as compared to $888,000 for the same period a year ago due to increased
salary costs. As a percentage of net revenues, corporate expenses were
approximately 5.5% for both first quarters.

        Equity-based compensation of $132,000 in the first quarter of 2001 and
2000 relate to stock options issued upon the conversion of our long-term
incentive plan awards during our IPO in September of 1999. These options were
issued at a price below market value at the date of grant and therefore generate
compensation expense over the life of the option.

        ACME Television's interest expense for the first quarter of 2001 was
$5.3 million and was $4.8 million in the first quarter of 2000 reflecting the
increased interest expense relating to the higher accreted principal balance of
its 10 7/8% senior discount notes along with increased interest related to
higher capital lease obligations compared to a year ago.

        ACME Intermediate's interest expense for the first quarter of 2001 was
$7.1 million and was $6.4 million for the previous year. In addition to the
higher interest expense at ACME Television, interest expense also increased
relating to higher accreted principal balances for ACME Intermediate's 12%
senior secured notes balance compared to a year ago.

        ACME Intermediate and ACME Television's income tax benefits for the
first quarter of 2001 were $3.4 million and $2.7 million, respectively, compared
to income tax benefits of $2.7 and $2.1 million, respectively, in the
corresponding quarter of 2000. These tax benefits relate to the losses generated
during the period reduced by goodwill amortization of approximately $1.2 million
that is not deductible for tax purposes.

        Broadcast cash flow for the first quarter decreased 19% to $2.9 million
compared to $3.6 million in the same period a year ago. This decrease was the
result of our slower revenue growth during the current quarter coupled with our
continued investment in programming, staffing and sales related costs.



                                       9
<PAGE>   10

        Adjusted EBITDA decreased to $2.0 million for the first quarter of 2001
compared to $2.7 million adjusted EBITDA for the first quarter of 2000. This
decrease reflects our decreased broadcast cash flow coupled with our increased
corporate overhead expenses.

        ACME Television's net loss for the first quarter of 2001 was $5.6
million compared to a net loss for the first quarter of 2000 of $6.3 million.
This increased loss was due to the combined effect of lower EBITDA and higher
interest expense. ACME Intermediate's higher net loss for the first quarter of
2001 compared to ACME Television's reflects the interest expense related to ACME
Intermediate's 12% senior secured notes, net of the related income tax benefit.

LIQUIDITY AND CAPITAL RESOURCES

        Cash flow provided by operating activities was $4.4 million for the
three months ended March 31, 2001 compared to cash flow used in operating
activities of $167,000 for the first three months of 2000. This increase of
approximately $4.5 million is related primarily to the first quarter 2000
payment of $2.7 million in non-recurring IPO bonuses coupled with higher
collections of accounts receivable and lower payments of accrued expenses during
the first quarter of 2001 as compared to 2000.

        Cash flow used in investing activities during the first three months of
2001 was $1.8 million compared to $1.5 million used during the first three
months of 2000. The $300,000 increase is attributable to the purchases of
broadcast and other equipment while we continue to improve technical facilities
at our stations.

        Cash flow used in financing activities of $554,000 for the first three
months of 2001 an increase of $165,000 over 2000, all of which relates to
increased payments on our capital lease facilities.

        ACME Television's revolving credit facility allows for borrowings up to
$30.0 million, dependent upon our meeting certain financial tests. All $30.0
million was available as of March 31, 2001. The revolving credit facility allows
borrowings to be used to fund future acquisitions of broadcast stations and for
general corporate purposes. At March 31, 2001 there were no borrowings
outstanding under the facility. We do not expect to meet certain of the
financial tests for the second quarter 2001 and, due to uncertain economic
conditions affecting advertiser demand, we cannot predict whether we will be
able to meet such tests during the remainder of the year. We intend to request
an amendment to these financial tests. Without such an amendment or a waiver, we
may not be able to borrow under this facility. In such case, the Company
anticipates that it would be able to establish another facility.

        ACME Television also has a capital lease facility which can be drawn
against in the aggregate amount of $4 million, all of which is available for
draw down as of March 31, 2001. This lease commitment expires on June 30, 2001.
Borrowings under this and previous lease facilities are generally repaid over
five years. As of March 31, 2001, amounts due under this and predecessor
facilities were $9.0 million bearing an implicit average interest rate of 8.91%
per annum. At March 31, 2000, amounts due under the facilities were $7.0 million
and bore the same implicit average interest rate of 9.30%.

        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,
with the first payment due on March 31, 2001. Since this first payment date fell
on a Saturday, the payment was made on Monday, April 2, 2001.

        At March 31, 2001, the Company had $12.4 million of cash and working
capital of $4.8 million at ACME Intermediate and $3.5 million at ACME
Television.

        The Company believes that existing cash balances, funds generated from
operations, contributions from ACME Parent and borrowings under its credit
agreement and capital lease facilities, if necessary, will be sufficient to
satisfy the Company's cash requirements for its existing operations for at least
the next twelve months. The Company expects that any future acquisitions of
television stations would be financed through these same sources, and, if
necessary, through additional debt and/or equity financing. However, there is no
guarantee that such additional debt and/or equity will be available or available
at terms acceptable to the Company.



                                       10
<PAGE>   11

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's revolving 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, 2001, the
Company had no borrowings under the revolving credit facility.


                           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.

                None.

        (b) REPORTS ON FORM 8-K

                The Company has not filed a Current Report on Form 8-K within
the three-month period ended March 31,2001.




                                   SIGNATURES

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





                                       ACME INTERMEDIATE HOLDINGS, LLC.



Date: May 14, 2001                     By:          /s/  THOMAS ALLEN
                                           -------------------------------------
                                           Thomas Allen
                                           Executive VicePresident / CFO
                                           (Principal accounting officer)




                                       ACME TELEVISION, LLC.



Date: May 14, 2001                     By:          /s/  THOMAS ALLEN
                                           -------------------------------------
                                           Thomas Allen Executive
                                           Executive Vice President / CFO
                                           (Principal accounting officer)



                                       11