Annual Reports

 
Quarterly Reports

  • 10-Q (Jul 30, 2013)
  • 10-Q (May 6, 2013)
  • 10-Q (Nov 7, 2012)
  • 10-Q (Aug 7, 2012)
  • 10-Q (May 7, 2012)
  • 10-Q (Nov 8, 2011)

 
8-K

 
Other

Fisher Communications 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Quarterly Report on Form 10-Q
Table of Contents

 

 

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 September 30, 2010

or

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number: 0-22439

 

 

FISHER COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

WASHINGTON   91-0222175
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification Number)

140 Fourth Ave. N., Suite 500

Seattle, Washington 98109

(Address of Principal Executive Offices) (Zip Code)

(206) 404-7000

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $1.25 par value, outstanding as of November 1, 2010: 8,786,780

 

 

 


Table of Contents

 

PART I

FINANCIAL INFORMATION

 

Item 1.   Financial Statements      3   

The following Condensed Consolidated Financial Statements are presented for Fisher Communications, Inc., and its subsidiaries.

  
1.   Condensed Consolidated Statements of Operations (unaudited):
Three and nine months ended September 30, 2010 and 2009
     3   
2.   Condensed Consolidated Balance Sheets (unaudited):
September 30, 2010 and December 31, 2009
     4   
3.   Condensed Consolidated Statements of Cash Flows (unaudited):
Nine months ended September 30, 2010 and 2009
     5   
4.   Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited):
Three and nine months ended September 30, 2010 and 2009
     6   
5.   Notes to Condensed Consolidated Financial Statements (unaudited)      7   
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations      19   
Item 3.   Quantitative and Qualitative Disclosures About Market Risk      27   
Item 4.   Controls and Procedures      27   
PART II   
OTHER INFORMATION   
Item 1.   Legal Proceedings      28   
Item 1A.   Risk Factors      28   
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      28   
Item 3.   Defaults Upon Senior Securities      28   
Item 4.   (Removed and Reserved)      28   
Item 5.   Other Information      28   
Item 6.   Exhibits      29   
SIGNATURES      30   
EXHIBIT INDEX      31   

 

2


Table of Contents

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

     Nine months ended
September 30,
    Three months ended
September 30,
 

(in thousands, except per-share amounts)

   2010     2009     2010     2009  

Revenue

   $ 118,360      $ 95,023      $ 42,186      $ 34,527   
                                

Operating expenses

        

Direct operating costs

     52,068        47,948        17,521        16,270   

Selling, general and administrative expenses

     42,076        36,854        13,897        11,900   

Amortization of program rights

     8,886        7,084        2,953        2,507   

Depreciation and amortization

     10,884        10,173        3,538        3,450   

Plaza fire expenses (reimbursements), net

     (3,319     3,951        (2,919     3,951   

Gain on asset exchange, net

     (2,057     —          (275     —     
                                

Total operating expenses

     108,538        106,010        34,715        38,078   
                                

Income (loss) from operations

     9,822        (10,987     7,471        (3,551

Gain (loss) on extinguishment of senior notes, net

     (72     2,965        —          —     

Other income, net

     194        1,221        30        392   

Interest expense

     (7,630     (8,917     (2,368     (2,714
                                

Income (loss) before income taxes

     2,314        (15,718     5,133        (5,873

Provision (benefit) for income taxes

     845        (5,309     1,813        (1,863
                                

Net income (loss)

   $ 1,469      $ (10,409   $ 3,320      $ (4,010
                                

Net income (loss) per share applicable to common shareholders - basic

   $ 0.17      $ (1.19   $ 0.38      $ (0.46
                                

Net income (loss) per share applicable to common shareholders assuming dilution

   $ 0.17      $ (1.19   $ 0.38      $ (0.46
                                

Weighted average shares outstanding

     8,797        8,774        8,801        8,778   
                                

Weighted average shares outstanding assuming dilution

     8,837        8,774        8,845        8,778   
                                

See accompanying notes to condensed consolidated financial statements.

 

3


Table of Contents

 

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

     September 30,     December 31,  

(in thousands, except share and per share amounts)

   2010     2009  

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 40,206      $ 43,982   

Receivables, net

     29,262        28,070   

Income taxes receivable

     931        11,746   

Deferred income taxes

     3,813        3,813   

Prepaid expenses and other

     4,631        4,460   

Cash surrender value of life insurance and annuity contracts

     2,332        2,626   

Television broadcast rights

     10,919        7,919   
                

Total current assets

     92,094        102,616   

Cash surrender value of life insurance and annuity contracts

     16,294        15,711   

Goodwill, net

     13,293        13,293   

Intangible assets, net

     40,602        40,779   

Deferred financing fees and other

     7,674        7,590   

Deferred income taxes

     2,432        2,297   

Property, plant and equipment, net

     145,752        148,824   
                

Total Assets

   $ 318,141      $ 331,110   
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current Liabilities

    

Accounts payable

   $ 3,275      $ 3,148   

Accrued payroll and related benefits

     7,580        4,445   

Interest payable

     376        3,158   

Television broadcast rights payable

     10,777        7,987   

Current portion of accrued retirement benefits

     1,100        1,100   

Other current liabilities

     7,464        6,251   
                

Total current liabilities

     30,572        26,089   

Long-term debt

     104,690        122,050   

Accrued retirement benefits

     18,039        18,023   

Other liabilities

     7,657        9,476   

Commitments and Contingencies

    

Stockholders’ Equity

    

Common stock, shares authorized 12,000,000, $1.25 par value; 8,786,338 and 8,762,383 issued and outstanding at September 30, 2010 and December 31, 2009, respectively

     10,983        10,953   

Capital in excess of par

     12,910        12,086   

Accumulated other comprehensive income (loss), net of income taxes:

    

Accumulated loss

     (1,525     (1,525

Prior service cost

     (109     (139

Retained earnings

     134,924        134,097   
                

Total Stockholders’ Equity

     157,183        155,472   
                

Total Liabilities and Stockholders’ Equity

   $ 318,141      $ 331,110   
                

See accompanying notes to condensed consolidated financial statements.

 

4


Table of Contents

 

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

     Nine months ended September 30,  

(in thousands)

   2010     2009  

Operating activities

    

Net income (loss)

   $ 1,469      $ (10,409

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

    

Depreciation and amortization

     10,884        10,173   

Deferred income taxes

     (135     530   

Amortization of deferred financing fees

     312        358   

Amortization of broadcast rights

     8,886        7,084   

Payments for broadcast rights

     (9,103     (7,118

Gain on exchange of assets, net

     (2,057     —     

(Gain) loss on extinguishment of senior notes, net

     72        (2,965

Loss on disposal of fixed assets destroyed in Plaza fire

     —          1,482   

Loss on disposition of property, plant and equipment

     215        —     

Amortization of non-cash contract termination fee

     (1,096     (1,096

Amortization of short-term investment discount

     —          (303

Equity in operations of equity investees

     41        115   

Stock-based compensation

     958        768   

Other

     —          109   

Change in operating assets and liabilities, net

    

Receivables

     (1,419     2,593   

Prepaid expenses and other

     256        (823

Cash surrender value of life insurance and annuity contracts

     (692     (478

Other assets

     (87     (31

Accounts payable, accrued payroll and related benefits and other current liabilities

     6,161        1,576   

Interest payable

     (2,782     (3,247

Income taxes receivable and payable

     10,993        (6,673

Accrued retirement benefits

     45        (38

Other liabilities

     (507     (721
                

Net cash provided by (used in) operating activities

     22,414        (9,114
                

Investing activities

    

Proceeds from sale of short-term investments

     —          60,000   

Investment in equity investee

     (23     —     

Consolidation of non-controlling interest

     75        —     

Purchases of property, plant and equipment

     (8,854     (8,679
                

Net cash provided by (used in) investing activities

     (8,802     51,321   
                

Financing activities

    

Repurchase of senior notes

     (17,160     (24,428

Shares settled upon vesting of stock rights

     (104     —     

Payments on capital lease obligations

     (124     (115
                

Net cash used in financing activities

     (17,388     (24,543
                

Net increase (decrease) in cash and cash equivalents

     (3,776     17,664   

Cash and cash equivalents, beginning of period

     43,982        31,835   
                

Cash and cash equivalents, end of period

   $ 40,206      $ 49,499   
                

See accompanying notes to condensed consolidated financial statements.

 

5


Table of Contents

 

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

     Nine months ended September 30,     Three months ended September 30,  

(in thousands)

       2010             2009             2010             2009      

Net income (loss)

   $ 1,469      $ (10,409   $ 3,320      $ (4,010

Other comprehensive income:

        

Unrealized loss on marketable securities

     —          141        —          90   

Effect of income taxes

     —          (49     —          (32

Accumulated loss

     —          61        —          20   

Effect of income taxes

     —          (21     —          (7

Prior service cost

     45        45        15        15   

Effect of income taxes

     (15     (16     (5     (5
                                

Other comprehensive income

     30        161        10        81   
                                

Comprehensive income (loss)

   $ 1,499      $ (10,248   $ 3,330      $ (3,929
                                

See accompanying notes to condensed consolidated financial statements.

 

6


Table of Contents

 

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Fisher Communications, Inc., its wholly-owned subsidiaries and any variable interest entities, where applicable (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included in the periods presented. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010, or for any other period. The balance sheet at December 31, 2009 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for annual financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (“2009 Form 10-K”).

2. Significant Accounting Policies and Recent Accounting Pronouncements

The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements are disclosed in the Company’s 2009 Form 10-K. With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2010, as compared to the recent accounting pronouncements described in the Company’s 2009 Annual Report on Form 10-K, that are of significance, or potential significance, to the Company.

In June 2009, updated authoritative guidance on consolidation was issued. The updated guidance addresses the effects on certain provisions of previous accounting guidance related to the consolidation of variable interest entities as a result of the elimination of the qualifying special-purpose entity concept and concerns about the application of certain key provisions of consolidation guidance, including those in which the accounting and disclosures under the standard do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This update is effective January 1, 2010 for the Company.

Based on the updated authoritative guidance discussed above, the Company determined that it was appropriate to consolidate its investment in Southwest Oregon Broadcasting Corporation. The Company owns 50% of the outstanding stock of Southwest Oregon Broadcasting Corporation, licensee of a television station in Roseburg, Oregon for which the Company serves as the manager. The consolidation of this equity investment did not have a significant impact on the Company’s unaudited condensed consolidated financial statements.

3. Fair Value Measurements

The Company measures certain financial assets at fair value on a recurring basis. The fair value of these financial assets was determined based on three levels of inputs, of which, the first two levels are considered observable and the last unobservable. The three levels of inputs that may be used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis consist solely of marketable securities. As of September 30, 2010 and December 31, 2009, the reported fair value of marketable securities, using Level 1 inputs, was $1.1 million. Marketable securities are included in deferred financing fees and other assets on the Company’s condensed consolidated balance sheets.

As of September 30, 2010 and December 31, 2009, all of the Company’s debt was at a fixed rate and totaled $104.7 and $122.1 million, respectively. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The estimated fair value of the Company’s long-term debt at September 30, 2010 and December 31, 2009 was $105.5 million and $117.2 million, respectively. Fair market values are determined based on market quotes by brokers. For fixed rate debt, interest rate changes do not impact financial position, operations or cash flows.

 

7


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

4. Goodwill and Intangible Assets

The following table summarizes the carrying amount of goodwill and intangible assets (in thousands):

 

     September 30, 2010      December 31, 2009  
     Gross
carrying
amount
     Accumulated
amortization
    Net      Gross
carrying
amount
     Accumulated
amortization
    Net  

Goodwill (1)

   $ 13,293       $ —        $ 13,293       $ 13,293       $ —        $ 13,293   

Intangible assets:

               

Broadcast licenses (1)

   $ 37,430       $ —        $ 37,430       $ 37,430       $ —        $ 37,430   

Other intangible assets

     285         —          285         285         —          285   

Intangible assets subject to amortization (2)

               

Network affiliation agreement

     3,560         (673     2,887         3,560         (496     3,064   
                                                   

Total intangible assets

   $ 41,275       $ (673   $ 40,602       $ 41,275       $ (496   $ 40,779   
                                                   

 

(1) Goodwill and broadcast licenses are considered indefinite-lived assets for which no periodic amortization is recognized. The television and radio broadcast licenses are issued by the Federal Communications Commission (“FCC”) and provide the Company with the exclusive right to utilize certain frequency spectrum to air its stations’ programming. While FCC licenses are issued for only a fixed time, renewals of FCC licenses have occurred routinely and at nominal cost. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of its FCC licenses.
(2) Intangible assets subject to amortization are amortized on a straight-line basis. Total amortization expense for intangible assets subject to amortization for the three and nine months ended September 30, 2010 was $60,000 and $177,000, respectively. Total amortization expense for intangible assets subject to amortization for the three and nine months ended September 30, 2009 was $59,000 and $177,000, respectively.

The Company tests goodwill and intangible assets for impairment at least annually, as of October 1st of each year, or whenever events indicate that impairment may exist. The Company has determined that the impairment test should be conducted at the reporting unit level, which, with respect to the broadcast operations, requires separate assessment of each of the Company’s television and radio station groups. The Company determines fair value based on valuation methodologies that include an analysis of market transactions for comparable businesses, discounted cash flows, and a review of the underlying assets of the reporting unit.

The following table presents the estimated amortization expense for the Company’s intangible assets for the remainder of 2010 and each of the next five years and thereafter (in thousands):

 

Year ending December 31,

      

2010

   $ 59   

2011

     236   

2012

     236   

2013

     236   

2014

     236   

2015

     236   

Thereafter

     1,648   
        
   $ 2,887   
        

5. Consulting and License Agreement

In March 2010, Fisher Communications, Inc. entered into a three year consulting and license agreement with ACME Television, LLC (“ACME”) which was effective April 1, 2010. Under the terms of the agreement the Company provides consulting services to ACME’s The Daily Buzz television show and the Company also licenses certain assets of the program in order to produce unique content to be distributed on both traditional broadcast and newly created digital platforms. In conjunction with the agreement, the Company was granted an option to purchase the ownership rights to The Daily Buzz television show until September 30, 2012.

 

8


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

This agreement does not meet the criteria for consolidation. Revenue earned under this agreement is recorded in operating revenue and programming and other expenses are recorded in operating costs.

6. Extinguishment of Senior Notes

During the second quarter of 2010, the Company purchased $17.4 million aggregate principal amount of its 8.625% senior notes due in 2014 (“Senior Notes”). The total consideration for the repurchase was $17.2 million in cash plus accrued interest of $272,000. The Company recorded a loss on extinguishment of debt of $72,000, comprised of a charge for a write off of related unamortized debt issuance costs of $272,000 partially offset by a gain on extinguishment of debt of $200,000.

7. Television and Radio Broadcast Rights and Other Broadcast Commitments

The Company acquires television and radio broadcast rights. The impact of such contracts on the Company’s overall financial results is dependent on a number of factors, including popularity of the program, increased competition from other programming, and strength of the advertising market. It is possible that the cost of commitments for program rights may ultimately exceed direct revenue from the program. Estimates of future revenue can change significantly and, accordingly, are reviewed periodically to determine whether impairment is expected over the life of the contract.

As of September 30, 2010, the Company had commitments under various agreements of $35.3 million for future rights to broadcast television programs, rights to sell available advertising time on third party radio stations and commitments under certain network affiliate agreements.

8. Retirement Benefits

The Company has a noncontributory supplemental retirement program for former members of key management. No new participants have been admitted to this program since 2001 and no current executive officers participate in the program. The program provides for vesting of benefits under certain circumstances. Funding is not required, but the Company has made investments in annuity contracts and maintains life insurance policies on the lives of the individual participants to assist in payment of retirement benefits. The Company is the owner and beneficiary of the annuity contracts and life insurance policies; accordingly, the cash value of the annuity contracts and the cash surrender value of the life insurance policies are reported on the balance sheet in the financial statements and the appreciation is included in the consolidated statement of operations. Payment of the benefits under the supplemental retirement program requires continued employment, involuntary termination or disability through the date of expected retirement. The cost of the program is accrued over the average expected future lifetime of the participants.

In June 2005, the program was amended to freeze accrual of all benefits to active participants provided under the program. The Company continues to recognize periodic pension cost related to the program, but the amount is lower as a result of the curtailment.

The net periodic pension cost for the Company’s supplemental retirement program is as follows (in thousands):

 

     Nine months ended
September 30,
     Three months ended
September 30,
 
         2010              2009              2010              2009      

Interest cost

   $ 762       $ 813       $ 254       $ 271   

Amortization of loss

     30         85         10         29   
                                   

Net periodic pension cost

   $ 792       $ 898       $ 264       $ 300   
                                   

The discount rate used to determine net periodic pension cost was 5.57% for both the three and nine month periods ended September 30, 2010. The discount rate used to determine net periodic pension cost was 5.50% for both the three and nine month periods ended September 30, 2009.

9. Net income (loss) per share

Net income (loss) per share is based upon the weighted average number of shares outstanding during the period. Net income (loss) per share assuming dilution is based upon the weighted average number of shares and share equivalents outstanding, including the potentially dilutive impact of stock options and restricted stock rights/units issued under the Company’s incentive plans. Common stock options and restricted stock rights/units are converted using the treasury stock method.

 

9


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

Basic and diluted net loss per share has been computed as follows (in thousands, except per-share amounts):

 

     Nine months ended
September 30,
    Three months ended
September 30,
 
     2010      2009     2010      2009  

Net income (loss)

   $ 1,469       $ (10,409   $ 3,320       $ (4,010
                                  

Weighted average shares outstanding - basic

     8,797         8,774        8,801         8,778   

Weighted effect of dilutive options and rights

     40         —          44         —     
                                  

Weighted average shares outstanding assuming dilution

     8,837         8,774        8,845         8,778   
                                  

Net income (loss) per share applicable to common shareholders - basic

   $ 0.17       $ (1.19   $ 0.38       $ (0.46
                                  

Net income (loss) per share applicable to common shareholders assuming dilution

   $ 0.17       $ (1.19   $ 0.38       $ (0.46
                                  

For the three months ended September 30, 2010, the effect of 109,046 restricted stock rights/units and options to purchase 277,365 shares are excluded from the calculation of weighted average shares outstanding because such rights/units and options were anti-dilutive. For the nine months ended September 30, 2010, the effect of 95,866 restricted stock rights/units and options to purchase 270,631 shares are excluded from the calculation of weighted average shares outstanding because such rights/units and options were anti-dilutive. For the three and nine months ended September 30, 2009, the effect of 98,996 restricted stock rights/units and options to purchase 254,021 shares are excluded from the calculation of weighted average shares outstanding because such rights/units and options were anti-dilutive.

10. Stock-Based Compensation

Stock-based compensation expense for the three and nine months ended September 30, 2010 was $355,000 and $958,000, respectively. Stock-based compensation expense for the three and nine months ended September 30, 2009 was $273,000 and $768,000, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations.

11. Income Taxes

The Company records an income tax provision or benefit based upon its estimated annual effective tax rate, which is estimated at 36.5% and 33.8% for the nine months ended September 30, 2010 and 2009, respectively.

The Company recognizes tax expense related to uncertain tax provisions as part of its income tax provision and recognizes interest and penalties related to uncertain tax positions in interest expense. The U.S. federal statute of limitations remains open for the year 2006 and onward. As of September 30, 2010 and December 31, 2009, the Company had not accrued any amounts for interest or penalties related to uncertain tax positions.

The determination of the Company’s provision for income taxes and valuation allowance requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. In assessing whether and to what extent deferred tax assets can be realized, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The Company assesses the likelihood of the realizability of its deferred tax assets on a quarterly basis. Due to the uncertainty of the Company’s ability to generate state taxable income a full valuation allowance has been established on the Company’s deferred state tax assets. At September 30, 2010, the Company has not recorded a valuation allowance on its federal deferred tax assets as management believes that it is more likely than not that the Company’s federal deferred tax assets are realizable. The amount of net deferred tax assets considered realizable, however, could be reduced in the future if the Company’s projections of future taxable income are reduced or if the Company does not perform at the levels that it is projecting. This could result in an increase in the Company’s valuation allowance for federal deferred tax assets.

12. Segment Information

The Company reports financial data for three segments: television, radio and Fisher Plaza. The television segment includes the operations of the Company’s 20 owned and operated television stations (including a 50%-owned television station) and the Company’s internet business. The radio segment includes the operations of the Company’s eight owned radio stations and two managed radio stations. Corporate expenses are allocated to the television and radio segments on a pro-rata basis. The Fisher Plaza segment includes the operations of a commercial and communications center located near downtown Seattle that serves as home of the

 

10


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

Company’s Seattle television and radio operations, the Company’s corporate offices and third-party tenants. Other includes intercompany transactions between segments and non-allocated corporate items.

Revenue for each segment is as follows (in thousands):

 

     Nine months ended
September 30,
    Three months ended
September 30,
 
     2010     2009     2010      2009  

Television

   $ 89,634      $ 68,120      $ 31,986       $ 25,116   

Radio

     18,190        16,758        6,534         5,961   

Fisher Plaza

     10,659        10,231        3,666         3,453   

Other

     (123     (86     —           (3
                                 
   $ 118,360      $ 95,023      $ 42,186       $ 34,527   
                                 

For the three and nine months ended September 30, 2010, intersegment revenue amounted to $0 and $123,000, respectively, representing sales between the Company’s television and radio segments. For the three and nine months ended September 30, 2009, intersegment revenue amounted to $3,000 and $86,000, respectively, relating primarily to sales between the Company’s television and radio segments.

Income (loss) from operations for each segment is as follows (in thousands):

 

     Nine months ended
September 30,
    Three months ended
September 30,
 
     2010     2009     2010     2009  

Television

   $ 9,479      $ (5,108   $ 4,521      $ 663   

Radio

     2,363        1,632        1,684        775   

Fisher Plaza

     8,055        1,048        4,583        (2,120

Other

     (10,075     (8,559     (3,317     (2,869
                                

Total segment income (loss)

     9,822        (10,987     7,471        (3,551

Gain (loss) on extinguishment of senior notes, net

     (72     2,965        —          —     

Other income, net

     194        1,221        30        392   

Interest expense

     (7,630     (8,917     (2,368     (2,714
                                

Income (loss) before income taxes

   $ 2,314      $ (15,718   $ 5,133      $ (5,873
                                

Total assets for each segment are as follows (in thousands):

 

     September 30,
2010
     December 31,
2009
 

Television

   $ 144,416       $ 150,574   

Radio

     14,918         14,911   

Fisher Plaza

     112,352         112,384   

Other

     46,455         53,241   
                 
   $ 318,141       $ 331,110   
                 

Total assets by segment are those assets used in the operations of each segment. Other assets consist primarily of cash and cash equivalents held at corporate, cash surrender value of life insurance and annuity contracts, income taxes receivable and deferred income taxes.

 

11


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

13. Plaza Fire Expenses (Reimbursements), net

In July 2009, an electrical fire contained within a garage level equipment room of the east building of Fisher Plaza disrupted city-supplied electrical service to that building. According to a third-party investigation, the fire appears to have been caused by a malfunction of bus duct equipment manufactured by a third-party.

The Company recorded the Plaza fire expenses as incurred and recorded insurance reimbursements within operating results in the period the reimbursements were considered certain. During the three and nine months ended September 30, 2010, the Company recorded net reimbursements of $2.9 million and $3.3 million, respectively, which is included in Plaza fire expenses (reimbursement), net on the Company’s condensed consolidated statements of operations. In total, the Company has incurred approximately $6.8 million in cash expenditures related to the Fisher Plaza fire, comprised of remediation expenses of $3.7 million and capital expenditures of $3.1 million. To date, the Company has received total insurance reimbursements of $5.9 million, which represents substantially all of the Company’s expected reimbursements.

The Company’s insurers have indicated that the event is a covered occurrence under the applicable insurance policies, and the Company and its insurers remain in active discussions regarding the Company’s remaining loss claim related to the incident. The actual amount and timing of the reimbursement of any of the Company’s outstanding claims remains subject to the completion of the insurance companies’ claims adjustment process. The Company intends to vigorously assert all of its claims related to the Plaza fire as necessary.

14. Sprint Nextel Asset Exchange

In 2004, the FCC approved a spectrum allocation exchange between Sprint Nextel Corporation (“Nextel”) and public safety entities to eliminate interference caused to public safety radio licenses by Nextel’s operations.

In order to utilize this spectrum, Nextel is required to relocate broadcasters to new spectrum by replacing all analog equipment currently used by broadcasters with comparable digital equipment. The Company has agreed to accept the substitute equipment that Nextel will provide in all of its markets, and in turn must relinquish its existing equipment back to Nextel. All replacement equipment purchases will be paid for directly by Nextel. All other reasonable and necessary costs incurred by the Company in conjunction with the exchange, both internal and external, will be reimbursed by Nextel.

The Company recognized a gain of $275,000 and $2.1 million for the three and nine months ended September 30, 2010, which is recorded in gain on asset exchange, net on the Company’s condensed consolidated statements of operations. The gain represents the amount of the substitute equipment put into use during the period, including installation costs and net of assets disposed. This gain on asset exchange was not reported as a capital expenditure on the statement of cash flows as it was not a cash outflow.

At September 30, 2010, the Company had received approximately $84,000 of the substitute equipment that had not yet been installed. The $84,000 is recorded as deferred gain in other current liabilities on the Company’s condensed consolidated balance sheet. Once the equipment is fully installed and is in use, the deferred gain will be recorded as a gain on the Company’s condensed consolidated statement of operations.

15. Financial Information for Guarantors

At September 30, 2010, the Company had $104.7 million aggregate principal amount of Senior Notes outstanding. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by the current and future material domestic subsidiaries of the Company.

The condensed consolidated information is presented with the Company’s investments in consolidated subsidiaries accounted for under the equity method, the guarantor subsidiaries, eliminations, and the Company on a consolidated basis. The Company information consists primarily of corporate oversight, administrative personnel and related activities, as well as certain investments. Condensed consolidated statements of operations are presented for the three and nine months ended September 30, 2010 and 2009, and condensed consolidated statements of cash flows are presented for the nine months ended September 30, 2010 and 2009. Also presented are the condensed consolidated balance sheets as of September 30, 2010 and December 31, 2009.

 

12


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

Financial Information for Guarantors

Condensed Consolidated Statement of Operations

For the three months ended September 30, 2010

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

Revenue

   $ —        $ 42,186      $ —        $ 42,186   

Operating expenses

        

Direct operating costs

     115        17,354        52        17,521   

Selling, general and administrative expenses

     4,967        8,982        (52     13,897   

Amortization of program rights

     —          2,953        —          2,953   

Depreciation and amortization

     393        3,145        —          3,538   

Plaza fire expenses (reimbursements), net

     —          (2,919     —          (2,919

Gain on asset exchange, net

     —          (275     —          (275
                                

Total operating expenses

     5,475        29,240        —          34,715   
                                

Income (loss) from operations

     (5,475     12,946        —          7,471   

Gain (loss) on extinguishment of senior notes, net

     —          —          —          —     

Other income, net

     37        (7     —          30   

Equity in income of consolidated subsidiaries

     8,313        —          (8,313     —     

Interest expense

     (2,353     (15     —          (2,368
                                

Income (loss) before income taxes

     522        12,924        (8,313     5,133   

Provision (benefit) for income taxes

     (2,798     4,611        —          1,813   
                                

Net income (loss)

   $ 3,320      $ 8,313      $ (8,313   $ 3,320   
                                

Financial Information for Guarantors

Condensed Consolidated Statement of Operations

For the nine months ended September 30, 2010

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

Revenue

   $ —        $ 118,360      $ —        $ 118,360   

Operating expenses

        

Direct operating costs

     332        51,578        158        52,068   

Selling, general and administrative expenses

     11,007        31,227        (158     42,076   

Amortization of program rights

     —          8,886        —          8,886   

Depreciation and amortization

     1,174        9,710        —          10,884   

Plaza fire expenses (reimbursements), net

     —          (3,319     —          (3,319

Gain on asset exchange, net

     —          (2,057     —          (2,057
                                

Total operating expenses

     12,513        96,025        —          108,538   
                                

Income (loss) from operations

     (12,513     22,335        —          9,822   

Gain (loss) on extinguishment of senior notes, net

     (72     —          —          (72

Other income, net

     233        (39     —          194   

Equity in income of consolidated subsidiaries

     14,345        —          (14,345     —     

Interest expense

     (7,581     (49     —          (7,630
                                

Income (loss) before income taxes

     (5,588     22,247        (14,345     2,314   

Provision (benefit) for income taxes

     (7,057     7,902        —          845   
                                

Net income (loss)

   $ 1,469      $ 14,345      $ (14,345   $ 1,469   
                                

 

13


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

Financial Information for Guarantors

Condensed Consolidated Statement of Operations

For the three months ended September 30, 2009

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

Revenue

   $ —        $ 34,527      $ —        $ 34,527   

Operating expenses

        

Direct operating costs

     105        16,115        50        16,270   

Selling, general and administrative expenses

     2,477        9,473        (50     11,900   

Amortization of program rights

     —          2,507        —          2,507   

Depreciation and amortization

     431        3,019        —          3,450   

Plaza fire expenses (reimbursements), net

     —          3,951        —          3,951   
                                

Total operating expenses

     3,013        35,065        —          38,078   
                                

Income (loss) from operations

     (3,013     (538     —          (3,551

Other income, net

     20        372        —          392   

Equity in income of consolidated subsidiaries

     (107     —          107        —     

Interest expense

     (2,695     (19     —          (2,714
                                

Income (loss) before income taxes

     (5,795     (185     107        (5,873

Provision (benefit) for income taxes

     (1,785     (78     —          (1,863
                                

Net income (loss)

   $ (4,010   $ (107   $ 107      $ (4,010
                                

Financial Information for Guarantors

Condensed Consolidated Statement of Operations

For the nine months ended September 30, 2009

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

Revenue

   $ —        $ 95,023      $ —        $ 95,023   

Operating expenses

        

Direct operating costs

     316        47,481        151        47,948   

Selling, general and administrative expenses

     7,480        29,525        (151     36,854   

Amortization of program rights

     —          7,084        —          7,084   

Depreciation and amortization

     1,182        8,991        —          10,173   

Plaza fire expenses (reimbursements), net

     —          3,951        —          3,951   
                                

Total operating expenses

     8,978        97,032        —          106,010   
                                

Income (loss) from operations

     (8,978     (2,009     —          (10,987

Gain (loss) on extinguishment of senior notes, net

     2,965        —          —          2,965   

Other income, net

     704        517        —          1,221   

Equity in income of consolidated subsidiaries

     (1,018     —          1,018        —     

Interest expense

     (8,858     (59     —          (8,917
                                

Income (loss) before income taxes

     (15,185     (1,551     1,018        (15,718

Provision (benefit) for income taxes

     (4,776     (533     —          (5,309
                                

Net income (loss)

   $ (10,409   $ (1,018   $ 1,018      $ (10,409
                                

 

14


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

Financial Information for Guarantors

Condensed Consolidated Balance Sheet

As of September 30, 2010

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

ASSETS

        

Current Assets

        

Cash and cash equivalents

   $ 14,525      $ 25,681      $ —        $ 40,206   

Receivables, net

     —          29,262        —          29,262   

Due from affiliates

     (16,862     16,862        —          —     

Income taxes receivable

     8,547        (7,616     —          931   

Deferred income taxes

     947        2,866        —          3,813   

Prepaid expenses and other

     491        4,140        —          4,631   

Cash surrender value of life insurance and annuity contracts

     2,332        —            2,332   

Television broadcast rights

     —          10,919        —          10,919   
                                

Total current assets

     9,980        82,114        —          92,094   

Investment in consolidated subsidiaries

     249,545        —          (249,545     —     

Cash surrender value of life insurance and annuity contracts

     16,294        —          —          16,294   

Goodwill, net

     —          13,293        —          13,293   

Intangible assets, net

     —          40,602        —          40,602   

Deferred financing fees and other

     3,013        4,661        —          7,674   

Deferred income taxes

     2,980        (548     —          2,432   

Property, plant and equipment, net

     2,853        142,899        —          145,752   
                                

Total Assets

   $ 284,665      $ 283,021      $ (249,545   $ 318,141   
                                

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current Liabilities

        

Accounts payable

   $ 34      $ 3,241      $ —        $ 3,275   

Accrued payroll and related benefits

     2,396        5,184        —          7,580   

Interest payable

     376        —          —          376   

Television broadcast rights payable

     —          10,777        —          10,777   

Current portion of accrued retirement benefits

     1,100        —          —          1,100   

Other current liabilities

     1,025        6,439        —          7,464   
                                

Total current liabilities

     4,931        25,641        —          30,572   

Long-term debt

     104,690        —          —          104,690   

Accrued retirement benefits

     18,039        —          —          18,039   

Other liabilities

     (178     7,835        —          7,657   

Stockholders’ Equity

        

Common stock

     10,983        1,131        (1,131     10,983   

Capital in excess of par

     12,910        164,233        (164,233     12,910   

Accumulated other comprehensive income (loss), net of income taxes:

        

Accumulated loss

     (1,525     —          —          (1,525

Prior service cost

     (109     —          —          (109

Retained earnings

     134,924        84,181        (84,181     134,924   
                                

Total Stockholders’ Equity

     157,183        249,545        (249,545     157,183   
                                

Total Liabilities and Stockholders’ Equity

   $ 284,665      $ 283,021      $ (249,545   $ 318,141   
                                

 

15


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

Financial Information for Guarantors

Condensed Consolidated Balance Sheet

As of December 31, 2009

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

ASSETS

        

Current Assets

        

Cash and cash equivalents

   $ 8,840      $ 35,142      $ —        $ 43,982   

Receivables, net

     —          28,070        —          28,070   

Due from affiliate

     12,810        (12,810     —          —     

Income taxes receivable

     13,757        (2,011     —          11,746   

Deferred income taxes

     947        2,866        —          3,813   

Prepaid expenses and other

     1,555        2,905        —          4,460   

Cash surrender value of life insurance and annuity contracts

     2,626        —            2,626   

Television broadcast rights

     —          7,919        —          7,919   
                                

Total current assets

     40,535        62,081        —          102,616   

Investment in consolidated subsidiaries

     235,390        —          (235,390     —     

Cash surrender value of life insurance and annuity contracts

     15,711        —          —          15,711   

Goodwill, net

     —          13,293        —          13,293   

Intangible assets, net

     —          40,779        —          40,779   

Deferred financing fees and other

     3,597        3,993        —          7,590   

Deferred income taxes

     3,762        (1,465     —          2,297   

Property, plant and equipment, net

     2,998        145,826        —          148,824   
                                

Total Assets

   $ 301,993      $ 264,507      $ (235,390   $ 331,110   
                                

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current Liabilities

        

Accounts payable

   $ 407      $ 2,741      $ —        $ 3,148   

Accrued payroll and related benefits

     482        3,963        —          4,445   

Interest payable

     3,158        —          —          3,158   

Television broadcast rights payable

     —          7,987        —          7,987   

Current portion of accrued retirement benefits

     1,100        —          —          1,100   

Other current liabilities

     1,301        4,950        —          6,251   
                                

Total current liabilities

     6,448        19,641        —          26,089   

Long-term debt

     122,050        —          —          122,050   

Accrued retirement benefits

     18,023        —          —          18,023   

Other liabilities

     —          9,476        —          9,476   

Stockholders’ Equity

        

Common stock

     10,953        1,131        (1,131     10,953   

Capital in excess of par

     12,086        164,234        (164,234     12,086   

Accumulated other comprehensive income (loss), net of income taxes:

        

Accumulated loss

     (1,525     —          —          (1,525

Prior service cost

     (139     —          —          (139

Retained earnings

     134,097        70,025        (70,025     134,097   
                                

Total Stockholders’ Equity

     155,472        235,390        (235,390     155,472   
                                

Total Liabilities and Stockholders’ Equity

   $ 301,993      $ 264,507      $ (235,390   $ 331,110   
                                

 

 

16


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

Financial Information for Guarantors

Condensed Consolidated Statement of Cash Flows

For the nine months ended September 30, 2010

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

Net cash provided by operating activities

   $ 13,990      $ 8,424      $ —        $ 22,414   

Investing activities

        

Redemption of capital

     10,000        —          (10,000     —     

Investment in equity investee

     —          (23     —          (23

Consolidation of non-controlling interest

     —          75        —          75   

Purchases of property, plant and equipment

     (1,041     (7,813     —          (8,854
                                

Net cash provided by (used in) investing activities

     8,959        (7,761     (10,000     (8,802
                                

Financing activities

        

Redemption of capital

     —          (10,000     10,000        —     

Repurchase of senior notes

     (17,160     —          —          (17,160

Shares settled upon vesting of stock rights

     (104     —          —          (104

Payments on capital lease obligations

     —          (124     —          (124
                                

Net cash provided by (used in) financing activities

     (17,264     (10,124     10,000        (17,388
                                

Net increase (decrease) in cash and cash equivalents

     5,685        (9,461     —          (3,776

Cash and cash equivalents, beginning of period

     8,840        35,142        —          43,982   
                                

Cash and cash equivalents, end of period

   $ 14,525      $ 25,681      $ —        $ 40,206   
                                

Financial Information for Guarantors

Condensed Consolidated Statement of Cash Flows

For the nine months ended September 30, 2009

 

(In thousands)

   Fisher
Communications,
Inc.
    100% Owned
Guarantor
Subsidiaries
    Eliminations     Fisher
Communications,
Inc. and
Subsidiaries
 

Net cash provided by (used in) operating activities

   $ (16,894   $ 7,780      $ —        $ (9,114

Investing activities

        

Capital contribution to subsidiary

     (35,000     —          35,000        —     

Proceeds from sale of short-term investments

     60,000        —          —          60,000   

Purchases of property, plant and equipment

     (1,056     (7,623     —          (8,679
                                

Net cash provided by (used in) investing activities

     23,944        (7,623     35,000        51,321   
                                

Financing activities

        

Capital contribution from parent

     —          35,000        (35,000     —     

Repurchase of senior notes

     (24,428     —          —          (24,428

Payments on capital lease obligations

     —          (115     —          (115
                                

Net cash provided by (used in) financing activities

     (24,428     34,885        (35,000     (24,543
                                

Net increase (decrease) in cash and cash equivalents

     (17,378     35,042        —          17,664   

Cash and cash equivalents, beginning of period

     31,141        694        —          31,835   
                                

Cash and cash equivalents, end of period

   $ 13,763      $ 35,736      $ —        $ 49,499   
                                

 

17


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

 

16. Subsequent Event

In October 2010, the Company purchased $2.9 million aggregate principal amount of its 8.625% senior notes due in 2014 (“Senior Notes”). The total consideration for the repurchases was $2.9 million in cash plus accrued interest of $31,000. The Company will recognize an estimated net loss on extinguishment of debt of $73,000.

 

18


Table of Contents

 

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

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report on Form 10-Q. Some of the statements in this quarterly report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing verbs such as “aims”, “anticipates”, “believes”, “estimates”, “expects”, “hopes”, “intends”, “plans”, “predicts”, “projects” or “targets” or nouns corresponding to such verbs. Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be fully evaluated by events that will occur in the future. There are many risks and uncertainties that could cause actual results to differ materially from those predicted in our forward-looking statements, including, without limitation, those factors discussed under the caption “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the Securities and Exchange Commission on March 12, 2010. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations. As used herein, unless the context requires otherwise, when we say “we”, “us”, “our”, or the “Company”, we are referring to Fisher Communications, Inc. and its consolidated subsidiaries.

This discussion is intended to provide an analysis of significant trends and material changes in our financial condition and operating results during the three and nine months ended September 30, 2010, compared with the corresponding periods in 2009.

Overview

We are an integrated media company. We own and operate 13 full power (including a 50%-owned television station) and seven low power television stations, and own or operate ten radio stations. Our television stations are located in Washington, Oregon, Idaho and California, and our radio stations are located in Washington and Montana. We also own and operate Fisher Plaza, a mixed-use commercial and communications facility located near downtown Seattle that serves as the home for our corporate offices and our Seattle television and radio stations. We lease a majority of the space at Fisher Plaza to a variety of third-party tenants.

Our broadcasting operations receive revenue from the sale of local, regional and national advertising and, to a much lesser extent, from retransmission consent fees, network compensation, tower rental and commercial production activities. Our operating results are sensitive to broad economic trends that affect the broadcasting industry in general, as well as local and regional trends, particularly those affecting the Pacific Northwest economy. The advertising revenue of our stations is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring, and retail advertising in the period leading up to and including the holiday season. In addition, advertising revenue is generally higher during election years due to spending by local, state and national political candidates and advocacy groups. This political spending typically is heaviest during the fourth quarter.

Our television revenue is significantly affected by network affiliation and the success of programming offered by those networks. Our two largest television stations, KOMO TV and KATU TV, accounted for approximately 61% of our television broadcasting revenue and are affiliated with the ABC Television Network. Nine of our television stations (including a 50%-owned television station) are affiliated with the CBS Television Network, six of our television stations are affiliated with Univision (Spanish language), one of our television stations is affiliated with the FOX Television Network and the remainder of our television stations are independent. Our broadcasting operations are subject to competitive pressures from traditional broadcasting sources, as well as from alternative methods of delivering information and entertainment, and these pressures may cause fluctuations in operating results.

In addition to our broadcasting operations, we own and operate Fisher Plaza, and we lease space to other companies that are attracted by the property location and infrastructure provided at this facility. As of September 30, 2010, approximately 95% of Fisher Plaza was occupied or committed for occupancy (40% occupied by Fisher entities) as compared to 97% occupied or committed for occupancy as of December 31, 2009 (43% occupied by Fisher entities). Revenue and operating income from Fisher Plaza are dependent upon the general economic climate, the Seattle economic climate, the outlook of the telecommunications and technology sectors and commercial real estate conditions, including the availability of space in other competing properties.

Management focuses on key metrics from operational data within our broadcasting and Fisher Plaza operations. Information on significant trends is provided in the section entitled “Consolidated Results of Operations.”

 

19


Table of Contents

 

Significant Developments

The following significant developments affect the comparability of our financial statements for the three and nine months ended September 30, 2010 and 2009.

ACME Agreement. In March 2010, we entered into a three year consulting and license agreement with ACME Television, LLC (“ACME”) which was effective April 1, 2010. Under the terms of the agreement we provide consulting services to ACME’s The Daily Buzz television show and we also license certain assets of the program in order to produce unique content to be distributed on both traditional broadcast and newly created digital platforms. In conjunction with the agreement, we were granted an option to purchase the ownership rights to The Daily Buzz television show until September 30, 2012. This agreement does not meet the criteria for consolidation. Revenue earned under this agreement is recorded in operating revenue and programming and other expenses are recorded in operating costs.

DataSphere Investment. In December 2009, we purchased shares of Series B preferred stock of DataSphere Technologies, Inc. for $1.5 million in cash. DataSphere is a Software as a Service Web technology and hyperlocal ad sales company focused on generating online profits for media companies. Since August 2009, we have utilized DataSphere’s technology and sales solution to launch over 120 hyperlocal neighborhood news and information websites and revenue earned through DataSphere’s sales solution are recorded in operating revenue. We also work with DataSphere in its distribution of its technology and sales solution to other broadcast companies looking to establish their own hyperlocal news and information sites. Revenue earned under this arrangement is recorded in operating revenue.

ABC Affiliation Agreement. In August 2009, we renewed our network affiliation agreement with American Broadcasting Company, Inc. (“ABC”). The renewed affiliation agreement, which requires that we pay an annual license fee to ABC for network programming, expires on August 31, 2014.

Retransmission Consent Agreements. In the fourth quarter of 2008 and during 2009 we executed retransmission consent agreements with substantially all of our satellite and cable distribution partners. Retransmission revenue decreased $655,000 in the three months ended September 30, 2010 compared to the same period in 2009. The three months ended September 30, 2009 amount included $1.8 million of cable retransmission consent fees attributable to the first half of 2009, as contracts with several cable distribution partners were executed in the third quarter of 2009. Excluding the $1.8 million of retransmission revenue recorded in the third quarter of 2009 but attributable to the first half of 2009, 2010 retransmission revenue would have increased $1.1 million from the three months ended September 30, 2009. Retransmission revenue increased $3.5 million in the nine months ended September 30, 2010 compared to the same period in 2009.

Repurchase of Senior Notes. During the second quarter of 2010, we repurchased $17.4 million aggregate principal amount of our 8.625% senior notes due 2014 (the “Senior Notes”), for total consideration of $17.2 million in cash plus accrued interest of $272,000. We recorded a loss on extinguishment of debt of approximately $72,000 net of a charge for related unamortized debt issuance costs of $272,000 for the three months ended June 30, 2010. We did not repurchase any of our Senior Notes during the three months ended September 30, 2010 and 2009.

In October 2010, we purchased $2.9 million, aggregate principal amount of our Senior Notes. The total consideration for the repurchases was $2.9 million in cash plus accrued interest of $31,000. A loss of $73,000 will be recorded in connection with the repurchases.

During the first half of 2009, we repurchased $28.0 million aggregate principal amount of our Senior Notes for total consideration of $24.4 million in cash plus accrued interest of $637,000. A gain on extinguishment of debt was recorded net of a charge for related unamortized debt issuance costs of $557,000, resulting in a net gain of approximately $3.0 million.

Local Marketing Agreement. In May 2009, we entered into a three year Local Marketing Agreement (“LMA”) with South Sound Broadcasting LLC (“South Sound”) to manage one of South Sound’s FM radio stations licensed to Oakville, Washington. The station broadcasts our KOMO News Radio programming to FM listeners in the Seattle – Tacoma radio market. In connection with the LMA, we entered into an option agreement with South Sound, whereby we have the right to acquire the station until May 8, 2012. If we do not exercise the option prior to its expiration date, we are obligated to pay South Sound approximately $1.4 million. This agreement does not meet the criteria for consolidation. Advertising revenue earned under this LMA is recorded as operating revenue and LMA fees and programming expenses are recorded as operating costs.

Fisher Plaza Fire. In July 2009, an electrical fire contained within a garage level equipment room of the east building of Fisher Plaza disrupted city-supplied electrical service to that building. According to a third-party investigation, the fire appears to have been caused by a malfunction of bus duct equipment manufactured by a third-party. We recorded the Plaza fire expenses as incurred and recorded insurance reimbursements within operating results in the period the reimbursements were considered highly-probable and

 

20


Table of Contents

certain. All of the final repairs and equipment replacement were completed as of December 31, 2009. We recorded net insurance reimbursements of $2.9 million and $3.3 million during the three and nine months ended September 30, 2010, respectively.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our 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, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, but not limited to, those affecting revenue, goodwill, intangibles and television and broadcast rights impairment, the useful lives of tangible and intangible assets, valuation allowances for deferred tax assets, accounts and insurance receivables and broadcast rights, stock-based compensation expense, income tax provisions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our 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, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2009 and elsewhere in this quarterly report on Form 10-Q. Except as otherwise required by law, we do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

For a detailed discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2009.

There have been no material changes in the application of our critical accounting policies and estimates subsequent to that report. We have discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors.

Consolidated Results of Operations

We report financial data for three segments: television, radio and Fisher Plaza. The television segment includes the operations of 20 owned and operated television stations (including a 50%-owned television station) and our internet business. The radio segment includes the operations of three Seattle radio stations and five Montana radio stations and two managed radio stations. Corporate expenses are allocated to the television and radio segments on a pro-rata basis. The Fisher Plaza segment consists of the operations of Fisher Plaza, a commercial and communications center located near downtown Seattle that serves as the home of our Seattle-based television and radio operations, our corporate offices, and third-party tenants. Fisher-owned entities that reside at Fisher Plaza do not pay rent, but do pay common-area maintenance expenses. The segment data presented below includes additional allocation of depreciation and certain operating expenses from Fisher Plaza to our Seattle-based television and radio operations.

The following table sets forth our results of operations for the three and nine months ended September 30, 2010 and 2009, including the dollar and percentage variances between such periods. Percentage variances have been omitted where they are not considered meaningful.

 

21


Table of Contents

 

      Nine months ended
September 30,
    Variance            Three months ended
September 30,
    Variance  
(dollars in thousands)    2010     2009     $     %            2010     2009     $     %  
(unaudited)                                                        

Revenue

                   

Television

   $ 89,634      $ 68,120      $ 21,514        32      $ 31,986      $ 25,116      $ 6,870        27

Radio

     18,190        16,758        1,432        9        6,534        5,961        573        10

Fisher Plaza

     10,659        10,231        428        4        3,666        3,453        213        6

Other

     (123     (86     (37     -43        —          (3     3        100
                                                                   

Consolidated

     118,360        95,023        23,337        25        42,186        34,527        7,659        22

Direct operating costs

                   

Television

     39,948        36,928        3,020        8        13,416        12,522        894        7

Radio

     7,092        6,649        443        7        2,093        2,236        (143     -6

Fisher Plaza

     3,096        2,766        330        12        1,148        899        249        28

Other

     1,932        1,605        327        20        864        613        251        41
                                                                   

Consolidated

     52,068        47,948        4,120        9        17,521        16,270        1,251        8

Selling, general and administrative expenses

                   

Television

     26,400        22,693        3,707        16        9,125        7,240        1,885        26

Radio

     8,149        7,887        262        3        2,544        2,732        (188     -7

Fisher Plaza

     395        198        197        99        75        (18     93        517

Other

     7,132        6,076        1,056        17        2,153        1,946        207        11
                                                                   

Consolidated

     42,076        36,854        5,222        14        13,897        11,900        1,997        17

Amortization of program rights

                   

Television

     8,886        7,084        1,802        25        2,953        2,507        446        18
                                                                   

Consolidated

     8,886        7,084        1,802        25        2,953        2,507        446        18

Depreciation and amortization

                   

Television

     6,978        6,523        455        7        2,246        2,184        62        3

Radio

     586        590        (4     -1        213        218        (5     -2

Fisher Plaza

     2,432        2,268        164        7        779        741        38        5

Other

     888        792        96        12        300        307        (7     -2
                                                                   

Consolidated

     10,884        10,173        711        7        3,538        3,450        88        3

Plaza fire expenses (reimbursements), net

                   

Fisher Plaza

     (3,319     3,951        (7,270     -184        (2,919     3,951        (6,870     -174
                                                                   

Consolidated

     (3,319     3,951        (7,270     -184        (2,919     3,951        (6,870     -174

Gain on asset exchange, net

                   

Television

     (2,057     —          (2,057          (275     —          (275  
                                                       

Consolidated

     (2,057     —          (2,057          (275     —          (275  

Income (loss) from operations

                   

Television

     9,479        (5,108     14,587        286        4,521        663        3,858        582

Radio

     2,363        1,632        731        45        1,684        775        909        117

Fisher Plaza

     8,055        1,048        7,007        669        4,583        (2,120     6,703        316

Other

     (10,075     (8,559     (1,516     -18        (3,317     (2,869     (448     -16
                                                                   

Consolidated

     9,822        (10,987     20,809        189        7,471        (3,551     (11,022     310

Gain (loss) on extinguishment of senior notes, net

     (72     2,965        (3,037     -102        —          —          —       

Other income, net

     194        1,221        (1,027     -84        30        392        (362     -92

Interest expense

     (7,630     (8,917     1,287        14        (2,368     (2,714     346        13
                                                                   

Income (loss) before income taxes

     2,314        (15,718     18,032        115        5,133        (5,873     11,006        187

Provision (benefit) for income taxes

     845        (5,309     6,154        116        1,813        (1,863     3,676        197
                                                                   

Net income (loss)

   $ 1,469      $ (10,409   $ 11,878        114      $ 3,320      $ (4,010   $ 7,330        183
                                                                   

Comparison of Three and Nine months ended September 30, 2010 and 2009

Revenue

The U.S. financial crisis and broader economic recession resulted in sharp declines in advertising spending in 2009, which had a negative impact on our television and radio revenue. However, there were signs of economic recovery in the first nine months of 2010, which were further strengthened by strong political campaign spending. This broad-based improvement as well as robust political spending contributed to increases in advertising revenue for both television and radio for the three and nine months ended September 30, 2010 compared to the same periods in 2009.

Automotive-related advertising, one of our largest advertising categories, increased 61% and 67%, respectively, for the three and nine months ended September 30, 2010 compared to the same periods in 2009. Other categories including retail (increased 14% and 19%, respectively) and professional services (increased 11% and 18%, respectively) have also shown improvement compared to the same period 2009.

Television revenue increased $6.9 million or 27%, in the three months ended September 30, 2010 compared to the same period in 2009 which is attributable to increases in local and national advertising revenue of 17% as well as increases in political spending of $4.1 million and slightly offset by a decrease in retransmission revenue of $655,000. This decrease was due to $1.8 million of retransmission revenue recorded in the third quarter of 2009 which was attributable to the first half of 2009 under the contracts with several

 

22


Table of Contents

cable distribution partners that were not executed until the third quarter of 2009. If the $1.8 million of retransmission revenue had been recorded in the first half of 2009, third quarter 2010 retransmission revenue would have increased $1.1 million, or 47% compared to the third quarter of 2009.

Television revenue increased $21.5 million or 32% in the nine months ended September 30, 2010 compared to the same period in 2009 which is attributable to increases in local and national advertising revenue of 19% reflecting improved economic conditions, as well as increases in political spending of $6.1 million and increases in retransmission revenue of $3.5 million.

Revenue from our ABC-affiliated stations increased 23% and 31%, respectively, in the three and nine months ended September 30, 2010 compared to the same periods in 2009, primarily due to increases in national and political advertising revenue and retransmission revenue. Revenue from our CBS-affiliated stations increased 30% and 29% for the three and nine months ended September 30, 2010 compared to the same period in 2009, also primarily due to increases in national and political advertising revenue and retransmission revenue. Revenue from our Spanish-language television stations increased 54% and 41% in the three and nine months ended September 30, 2010 compared to the same periods in 2009, primarily due to increases in national advertising revenue and retransmission revenue.

Radio revenue increased 10% and 9%, respectively, in both the three and nine months ended September 30, 2010 compared to the same periods in 2009, primarily due to an increase in local and national advertising revenue driven in part by higher ratings and the improved economy.

Fisher Plaza revenue increased 6% and 4% in the three and nine months ended September 30, 2010 compared to the same periods in 2009, primarily due to increased rental revenue and service fees, as well as increased electrical infrastructure fees and tenant reimbursements. As of September 30, 2010, approximately 95% of Fisher Plaza was occupied or committed for occupancy (40% was occupied by Fisher entities).

Direct operating costs

Direct operating costs consist primarily of costs to produce and promote broadcast programming for the television and radio segments, and costs to operate Fisher Plaza. Many of these costs are relatively fixed in nature and do not necessarily vary on a proportional basis with revenue.

Direct operating costs for the television segment increased $894,000 and $3.0 million in the three and nine months ended September 30, 2010 compared to the same periods in 2009. The increase reflects an increase in our network programming costs and an increase in our payroll tax rates and employee benefits.

Direct operating costs for the radio segment decreased $143,000 in the three months ended September 30, 2010 compared to the same period in 2009. Direct operating costs increased for the radio segment $443,000 in the nine months ended September 30, 2010 compared to the same period in 2009. The increase was primarily from fees related to our LMA with South Sound.

Direct operating costs at Fisher Plaza increased $249,000 and $330,000 in the three and nine months ended September 30 compared to the same periods in 2009, primarily due to planned maintenance activities and an increase in property taxes.

The other category consists primarily of the reclassification and elimination of certain operating expenses between operating segments. For example, KOMO TV and our Seattle-based radio stations recognize facilities-related expenses as selling, general and administrative expenses, while Fisher Plaza records the reimbursement of these intercompany expenses as a reduction of direct operating costs.

Selling, general and administrative expenses

The increase of $1.9 million and $3.7 million in selling, general and administrative expenses in our television segment in the three and nine months ended September 30, 2010 compared to the same periods in 2009 was primarily due to higher sales commissions based on increased local and national revenue.

Selling, general and administrative expenses for the radio segment decreased $188,000 in the three months ended September 30, 2010 compared to the same period in 2009. The increase of $262,000 in selling, general and administrative expenses in our radio segment in the nine months ended September 30, 2010 compared to the same period in 2009 was primarily due to higher sales commissions related to the increase in radio revenue.

Selling, general and administrative expenses increased $93,000 and $197,000, respectively, at Fisher Plaza in the three and nine months ended September 30, 2010 compared to the same periods in 2009. Selling, general and administrative expenses increased due to a loss on disposal of assets.

Other selling, general and administrative expenses increased $207,000 and $1.1 million in the three and nine months ended September 30, 2010 compared to the same periods in 2009. The increase was primarily related to increases in compensation and related benefits

 

23


Table of Contents

expenses partially offset by a decrease in supplemental retirement plan expenses resulting from an actuarial gain on the death benefit for certain life insurance and annuity contracts.

Amortization of program rights

Amortization of program rights for our television segment increased $446,000 and $1.8 million in the three and nine months ended September 30, 2010 compared to the same periods in 2009, primarily due to the addition of new programs for broadcast on our KOMO TV and KATU TV stations.

Depreciation and amortization

Depreciation and amortization for our television segment increased $62,000 and $455,000 in the three and nine months ended September 30, 2010 compared to the same periods in 2009 primarily due to the fixed asset additions as a result of the Sprint Nextel exchange.

Depreciation and amortization for our radio segment for the three and nine months ended September 30, 2010 decreased slightly compared to the same periods in 2009.

Depreciation and amortization for our Fisher Plaza segment increased $38,000 and $164,000 during the three and nine months ended September 30, 2010 compared to the same periods in 2009 primarily as a result of fixed asset replacement expenditures related to the Fisher Plaza fire and the build out for the relocation of our corporate offices from the Plaza West building to the Plaza East building.

Other depreciation and amortization decreased slightly in the three months ended September 30, 2010 compared to the same period in 2009. Other depreciation and amortization increased $96,000 in the nine months ended September 30, 2010 compared to the same period in 2009, primarily due to asset additions associated with information technology infrastructure replacements and upgrades.

Plaza fire expenses (reimbursements), net

Plaza fire expenses (reimbursements), net were $2.9 million and $3.3 million for the three and nine months ended September 30, 2010 and represent net insurance reimbursements related to the July 2009 Fisher Plaza fire.

Gain on asset exchange, net

Gain on asset exchange, net was $275,000 and $2.1 million for the three and nine months ended September 30, 2010. This amount represents the value of the substitute equipment received from Sprint Nextel and the costs of installing the equipment. Upon installation and use of the equipment, the gain net of disposals was recorded.

Other income, net

Other income, net, typically consists of interest and other miscellaneous income, such as income (loss) from equity investees. The decrease of $362,000 and $1.0 million in the three and nine months ended September 30, 2010 compared to the same period in 2009 was primarily due to a decline in interest rates and cash balances.

Gain (loss) on extinguishment of senior notes, net

During the nine months ended September 30, 2010, we repurchased $17.4 million aggregate principal amount of our Senior Notes for total consideration of $17.2 million in cash plus accrued interest of $272,000. A loss on extinguishment of debt of $72,000 was recorded net of a charge for related unamortized debt issuance costs of $272,000. We did not repurchase any of our Senior Notes during the three months ended September 30, 2010 and 2009.

During the nine months ended September 30, 2009, we repurchased $28.0 million aggregate principal amount of our Senior Notes for total consideration of $24.4 million in cash plus accrued interest of $637,000. A gain on extinguishment of debt was recorded net of a charge for related unamortized debt issuance costs of $557,000, resulting in a net gain of approximately $3.0 million.

Interest expense

Interest expense consists primarily of interest on our Senior Notes and amortization of the related financing fees. Interest expense in the three and nine months ended September 30, 2010 decreased $346,000 and $1.3 million from the same periods in 2009, due to the decline in the principal balance following our repurchase of Senior Notes during 2009 and the second quarter of 2010.

 

24


Table of Contents

 

Provision (benefit) for income taxes

Our effective tax rate was 36.5% and 33.8% for 2010 and 2009, respectively. Our effective tax rate is calculated on the statutory rate of 35%, increased or decreased for estimated permanent differences, including non-deductible expenses, and changes in discrete or other non-recurring items, including federal or state tax audit adjustments. We record our income tax provision or benefit based upon our estimated effective tax rate.

Due to the uncertainty of our ability to generate sufficient state taxable income to realize our deferred state tax assets, we continue to record a 100% valuation allowance for these deferred tax assets. As a result, our effective tax rate is not affected by changes in the state tax rates.

Liquidity and Capital Resources

Liquidity

Our liquidity is primarily dependent upon our net cash flows from operations and our cash and cash equivalents. Our net cash flows from operations is sensitive to many factors, including changes in working capital and the timing and magnitude of capital expenditures. Our working capital is dependent upon many variables, including operating results and the timing of cash receipts and payments. We currently intend to finance our working capital, debt service and capital expenditures primarily through operating activities and cash on hand. While economic conditions have improved in 2010, given the continued general uncertainty in the current economic environment and its effect on the broadcasting industry and our business, we continue to closely monitor our capital spending plan and operating expenses.

We expect cash flows from operations and our cash and cash equivalents to provide sufficient liquidity to meet our cash requirements for operations, projected working capital requirements and planned capital expenditures and commitments for at least the next 12 months.

Capital Resources

Cash and cash equivalents were approximately $40.2 million as of September 30, 2010 compared to cash and cash equivalents of $44.0 million as of December 31, 2009.

We recorded approximately $11.7 million as an income tax receivable at December 31, 2009 based on the expected tax refund from the 2009 loss carry back and in April 2010, we received approximately $10.0 million for the income tax refund.

As of September 30, 2010, we had outstanding $104.7 million in aggregate principal amount of our Senior Notes. See “Description of Indebtedness” below. The Senior Notes Indenture contains certain restrictive and financial covenants applicable to our business, and we analyze our compliance with those covenants on an ongoing basis.

Net cash provided by (used in) operating activities

Net cash provided by operating activities for the nine months ended September 30, 2010 of $22.4 million consists of our net income of $1.5 million plus our net non-cash charges of $18.0 million, which consisted primarily of depreciation and amortization, amortization of broadcast rights and gain on exchange of assets and a $12.0 million change in working capital, of which $11.0 million related to a decrease in income taxes receivable and payable, less $9.1 million of payments for broadcast rights.

Net cash used in operating activities for the nine months ended September 30, 2009 was $9.1 million and consisted of our net loss of $10.4 million and payments for broadcast rights of $7.1 million partially offset by non-cash charges of $16.3 million which consisted primarily of depreciation and amortization, amortization of program rights, stock-based compensation, loss on disposal of fixed assets and gain on extinguishment of Senior Notes.

Net cash provided by (used in) investing activities

During the nine months ended September 30, 2010, net cash used in investing activities of $8.8 million consisted primarily of $8.9 million in purchases of property, plant and equipment. During the nine months ended September 30, 2009, net cash provided by investing activities of $51.3 million consisted primarily of proceeds from the sale of short-term investments of $60.0 million, offset by $8.7 million for the purchase of property, plant and equipment.

Net cash used in financing activities

Net cash used in financing activities for the nine months ended September 30, 2010 was $17.4 million, primarily due to the retirement of $17.4 million aggregate principal amount of our Senior Notes for total consideration of $17.2 million in cash, payments on capital lease agreements and net share settlement of employees’ stock compensation tax obligations. Net cash used in financing

 

25


Table of Contents

activities for the nine months ended September 30, 2009 of $24.5 million consisted of the retirement of $28.0 million aggregate principal amount of our Senior Notes for total consideration of $24.4 million in cash.

Description of Indebtedness

At September 30, 2010, we had $104.7 million aggregate principal amount of our Senior Notes outstanding. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by our current and future material domestic subsidiaries. Interest on the Senior Notes is payable semiannually in arrears on March 15 and September 15 of each year. The Senior Notes are due on September 15, 2014.

The indenture governing our Senior Notes contains provisions that limit our ability to distribute proceeds from asset sales. In the event that we do not use the proceeds from asset sales for qualifying purposes (as specified in the indenture) within 360 days from the date of sale, we will be required to offer to repurchase outstanding Senior Notes at par value to the extent of such unused proceeds. Under the indenture, qualifying purposes include: (i) repayment of secured indebtedness; (ii) purchase of assets used or useful in our business; (iii) certain acquisitions of other companies; (iv) expenditures used or useful in our business; and (v) certain investments in our company or our subsidiaries.

We are subject to various debt covenants and other restrictions under the indenture, including the requirement for early payments upon the occurrence of certain events, the violation of which could require repayment of the Senior Notes and affect our credit rating and access to other financing. We were in compliance with all debt covenant requirements at September 30, 2010.

Recent Accounting Pronouncements

Refer to Note 2 to our unaudited condensed consolidated financial statements included in Part 1, Item 1 of this report.

 

26


Table of Contents

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk in our financial instruments represents the potential loss arising from adverse changes in financial rates. We are exposed to market risk primarily in the area of interest rates. This exposure is directly related to our normal funding and investing activities.

At September 30, 2010 all of our debt was at a fixed rate and totaled $104.7 million. At December 31, 2009, our debt totaled $122.1 million. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The estimated fair value of our long-term debt at September 30, 2010 was $105.5 million, which was approximately $800,000 greater than its carrying value. The estimated fair value of our long-term debt at December 31, 2009 was approximately $117.2 million, which was approximately $4.9 million less than its carrying value. Market risk is estimated as the potential change in fair value resulting from a hypothetical 10% change in interest rates and, as of September 30, 2010, amounted to $3.8 million. Fair market values are determined based on market quotes by brokers. For fixed rate debt, interest rate changes do not impact financial position, operations or cash flows.

 

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of our fiscal quarter ended September 30, 2010. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of our fiscal quarter ended September 30, 2010, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We made no change in our internal control over financial reporting during the fiscal quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We intend to continue to refine our internal control over financial reporting on an ongoing basis, as we deem appropriate with a view towards continuous improvement.

 

27


Table of Contents

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

We are parties to various claims, legal actions and complaints in the ordinary course of our businesses. In management’s opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

 

ITEM 1A. RISK FACTORS

There have not been any material changes to the risk factors set forth in Part 1, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 12, 2010.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

 

ITEM 4. (REMOVED AND RESERVED)

None.

 

ITEM 5. OTHER INFORMATION

None.

 

28


Table of Contents

 

ITEM 6. EXHIBITS

 

31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1    Section 1350 Certification of Chief Executive Officer.
32.2    Section 1350 Certification of Chief Financial Officer.

 

29


Table of Contents

 

SIGNATURES

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

 

  FISHER COMMUNICATIONS, INC.
Date: November 3, 2010  

/S/    JOSEPH L. LOVEJOY        

 

Joseph L. Lovejoy

Senior Vice President and

Chief Financial Officer

(Signing on behalf of the registrant and as

Principal Financial Officer)

 

30


Table of Contents

 

EXHIBIT INDEX

 

Exhibit
No.

  

Description

31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1    Section 1350 Certification of Chief Executive Officer.
32.2    Section 1350 Certification of Chief Financial Officer.

 

31

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki