-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+EsrtMr31LZh6B56y6l4ofo+8ygUXV2e/+GmkSVTaLEUUzgSH8xKINlbPo7S/Dt wTztnBzfbCrACX98exW7zw== 0000950134-07-017356.txt : 20070808 0000950134-07-017356.hdr.sgml : 20070808 20070808171207 ACCESSION NUMBER: 0000950134-07-017356 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070808 DATE AS OF CHANGE: 20070808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMMUNICATIONS INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22439 FILM NUMBER: 071036718 BUSINESS ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 BUSINESS PHONE: 2064047000 MAIL ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 FORMER COMPANY: FORMER CONFORMED NAME: FISHER COMPANIES INC DATE OF NAME CHANGE: 19970226 10-Q 1 v32707e10vq.htm FORM 10-Q e10vq
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
     
þ   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2007
     
o   Transition Report Under Section 13 or 15(d) of the Exchange Act
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)
100 Fourth Ave. N., Suite 510
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 Exchange Act 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 þ No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o                     Accelerated filer þ                     Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
     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 August 1, 2007: 8,723,529
 
 

 


 

     
PART I
FINANCIAL INFORMATION
 
   
Item 1.
  Financial Statements
 
   
The following Condensed Consolidated Financial Statements (unaudited) are presented for the Registrant, Fisher Communications, Inc., and its subsidiaries.
 
   
  Condensed Consolidated Statements of Operations:
 
  Three and six months ended June 30, 2007 and 2006
 
   
  Condensed Consolidated Balance Sheets:
 
  June 30, 2007 and December 31, 2006
 
   
  Condensed Consolidated Statements of Cash Flows:
 
  Six months ended June 30, 2007 and 2006
 
   
  Condensed Consolidated Statements of Comprehensive Income:
 
  Three and six months ended June 30, 2007 and 2006
 
   
  Notes to Condensed Consolidated Financial Statements
 
   
  Management’s Discussion and Analysis of Financial Condition and Results of Operations
  Quantitative and Qualitative Disclosures about Market Risks
  Controls and Procedures
 
   
PART II
OTHER INFORMATION
 
   
  Legal Proceedings
  Risk Factors
  Unregistered Sales of Equity Securities and Use of Proceeds
  Defaults upon Senior Securities
  Submission of Matters to a Vote of Security Holders
  Other Information
  Exhibits
 
   
SIGNATURES
EXHIBIT INDEX
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1
 EXHIBIT 32.2

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FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 
    Six months ended   Three months ended
    June 30   June 30
    2007   2006   2007   2006
(in thousands, except per-share amounts)                                
(Unaudited)                                
Revenue
  $ 75,542     $ 71,271     $ 41,299     $ 40,190  
 
Costs and expenses
                               
Direct operating costs (exclusive of depreciation and amortization of $4,886, $4,149, $2,593, and $2,073, respectively, and amortization of program rights of $9,434, $9,336, $7,011, and $7,065, respectively, reported separately below)
    28,050       25,398       13,775       12,567  
Selling, general and administrative expenses
    28,233       26,450       14,195       13,110  
Amortization of program rights
    9,434       9,336       7,011       7,065  
Depreciation and amortization
    5,857       5,027       3,016       2,511  
 
 
    71,574       66,211       37,997       35,253  
 
Income from operations
    3,968       5,060       3,302       4,937  
Other income, net
    2,296       1,767       1,126       881  
Interest expense, net
    (6,904 )     (6,822 )     (3,410 )     (3,368 )
 
Income (loss) from continuing operations before income taxes
    (640 )     5       1,018       2,450  
Provision (benefit) for federal and state income taxes
    (71 )             319       658  
 
Income (loss) from continuing operations
    (569 )     5       699       1,792  
Income from discontinued operations, net of income taxes
    1,580       562       1,557       476  
 
Net income
  $ 1,011     $ 567     $ 2,256     $ 2,268  
 
 
                               
Income (loss) per share:
                               
From continuing operations
  $ (0.06 )   $     $ 0.08     $ 0.21  
From discontinued operations
    0.18       0.07       0.18       0.05  
 
Net income per share
  $ 0.12     $ 0.07     $ 0.26     $ 0.26  
 
 
                               
Income (loss) per share assuming dilution:
                               
From continuing operations
  $ (0.06 )   $     $ 0.08     $ 0.21  
From discontinued operations
    0.18       0.07       0.18       0.05  
 
Net income per share assuming dilution
  $ 0.12     $ 0.07     $ 0.26     $ 0.26  
 
 
                               
Weighted average shares outstanding
    8,721       8,708       8,722       8,710  
 
                               
Weighted average shares outstanding assuming dilution
    8,727       8,716       8,729       8,719  
See accompanying notes to condensed consolidated financial statements.

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FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    June 30   December 31
    2007   2006
(in thousands, except share and per-share amounts)                
(Unaudited)                
ASSETS
               
Current Assets
               
Cash and cash equivalents
  $ 9,789     $ 7,477  
Restricted cash
            8,473  
Receivables, net
    31,846       30,131  
Deferred income taxes
    686       690  
Prepaid expenses and other assets
    4,731       3,592  
Television and radio broadcast rights
    3,231       6,676  
Assets held for sale
    3       19  
 
Total current assets
    50,286       57,058  
Marketable securities, at market value
    187,510       188,307  
Cash value of life insurance and retirement deposits
    16,355       15,959  
Television and radio broadcast rights
    535       1,041  
Goodwill, net
    36,054       32,714  
Intangible assets
    42,542       41,142  
Investment in equity investee
    2,617       2,789  
Deferred financing fees and other assets
    6,713       7,748  
Assets held for sale
    2,045       2,612  
Property, plant and equipment, net
    147,214       148,207  
 
Total Assets
  $ 491,871     $ 497,577  
 
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities
               
Trade accounts payable
  $ 2,753     $ 4,600  
Accrued payroll and related benefits
    6,062       7,567  
Interest payable
    3,773       3,809  
Television and radio broadcast rights payable
    1,449       5,667  
Income taxes payable
    385       486  
Other current liabilities
    4,576       3,626  
Liabilities of businesses held for sale
    99       289  
 
Total current liabilities
    19,097       26,044  
Long-term debt
    150,000       150,000  
Accrued retirement benefits
    19,067       19,027  
Deferred income taxes
    54,860       54,414  
Other liabilities
    8,436       8,527  
 
               
Commitments and Contingencies
               
 
               
Stockholders’ Equity
               
Common stock, shares authorized 12,000,000, $1.25 par value; issued and outstanding 8,722,471 as of June 30, 2007 and 8,720,091 as of December 31, 2006
    10,903       10,900  
Capital in excess of par
    9,807       9,454  
Accumulated other comprehensive income, net of income taxes:
               
Unrealized gain on marketable securities
    120,890       121,441  
Accumulated loss
    (1,721 )     (1,735 )
Prior service cost
    (196 )     (212 )
Retained earnings
    100,728       99,717  
 
Total Stockholders’ Equity
    240,411       239,565  
 
Total Liabilities and Stockholders’ Equity
  $ 491,871     $ 497,577  
 
See accompanying notes to condensed consolidated financial statements.

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FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    Six months ended
    June 30
    2007   2006
(in thousands)                
(Unaudited)                
Cash flows from operating activities
               
Net income
  $ 1,011     $ 567  
Adjustments to reconcile net income to net cash provided by operating activities
               
Depreciation and amortization
    5,857       5,155  
Deferred income taxes
    (56 )     295  
Dividends from equity investee
    150          
Amortization of deferred financing fees
    316       316  
Amortization of program rights
    9,434       9,336  
Payments for television and radio broadcast rights
    (9,704 )     (9,494 )
Gain on sale of radio station
    (1,491 )        
Equity in operations of equity investees
    22       8  
Stock-based compensation
    328       287  
Other
    91       40  
Change in operating assets and liabilities
               
Receivables
    (1,584 )     (3,167 )
Prepaid expenses and other current assets
    (1,123 )     (944 )
Cash value of life insurance and retirement deposits
    (396 )     (292 )
Other assets
    619       (275 )
Trade accounts payable, accrued payroll and related benefits, interest payable, and other current liabilities
    (2,643 )     (665 )
Income taxes receivable and payable
    (101 )        
Accrued retirement benefits
    40       80  
Other liabilities
    (88 )     1,860  
 
Net cash provided by operating activities
    682       3,107  
 
Cash flows from investing activities
               
Purchases of investments available-for-sale
    (177 )        
Proceeds from sale of radio station
    2,869          
Purchase of television stations
    (4,931 )        
Investment in equity investee
            (4,000 )
Deposit paid for purchase of Oregon television stations
            (3,500 )
Decrease in restricted cash
    8,473          
Purchase of property, plant and equipment
    (4,638 )     (6,903 )
 
Net cash provided by (used in) investing activities
    1,596       (14,403 )
 
Cash flows from financing activities
               
Borrowings under borrowing agreements
    6,000          
Payments on borrowing agreements
    (6,000 )        
Proceeds from exercise of stock options
    34       177  
Excess tax benefit from exercise of stock options
            10  
 
Net cash provided by financing activities
    34       187  
 
Net increase (decrease) in cash and cash equivalents
    2,312       (11,109 )
Cash and cash equivalents, beginning of period
    7,477       19,622  
 
Cash and cash equivalents, end of period
  $ 9,789     $ 8,513  
 
See accompanying notes to condensed consolidated financial statements.

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FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 
    Six months ended   Three months ended
    June 30   June 30
    2007   2006   2007   2006
(in thousands)                                
(Unaudited)                                
Net income
  $ 1,011     $ 567     $ 2,256     $ 2,268  
 
                               
Other comprehensive income (loss):
                               
Unrealized gain (loss) on marketable securities
    (840 )     (423 )     (12,498 )     18,429  
Effect of income taxes
    294       148       4,374       (6,450 )
 
                               
Accumulated loss
    21               21          
Effect of income taxes
    (7 )             (7 )        
 
                               
Prior service cost
    24               24          
Effect of income taxes
    (8 )             (8 )        
 
                               
Reclassification adjustment for gains included in net income
    (8 )             (8 )        
Effect of income taxes
    3               3          
 
Other comprehensive income (loss)
    (521 )     (275 )     (8,099 )     11,979  
 
Comprehensive income (loss)
  $ 490     $ 292     $ (5,843 )   $ 14,247  
 
See accompanying notes to condensed consolidated financial statements.

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FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited financial information furnished herein, in the opinion of management, reflects all adjustments which are necessary to state fairly the consolidated financial position, results of operations, and cash flows of Fisher Communications, Inc. and its consolidated subsidiaries (the “Company”) as of and for the periods indicated. Any adjustments are of a normal recurring nature. Fisher Communications, Inc.’s principal wholly owned subsidiaries include Fisher Broadcasting Company and Fisher Media Services Company. The Company presumes that users of the interim financial information herein have read or have access to the Company’s audited consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies or recent subsequent events, may be determined in that context. Accordingly, footnote and other disclosures which would substantially duplicate the disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed by the Company have been omitted. The financial information herein is not necessarily representative of a full year’s operations.
     Reclassifications
Certain amounts in the 2006 condensed consolidated financial statements have been reclassified to conform to the 2007 presentation. The reclassifications have no effect on shareholders’ equity, cash flows from operating, investing or financing activities or net income (loss). The reclassifications impact the Company’s condensed consolidated statements of operations in the following ways:
    “Direct operating costs” has replaced the caption previously labeled “Cost of services sold”;
 
    “Amortization of program rights” are now reported separately, whereas previously these amounts were reported within “Cost of services sold”; and
 
    “Selling, general and administrative expenses” now include amounts previously reported separately under the captions “Selling expenses” and “General and administrative expenses”.
2. Summary of Significant Accounting Policies
The significant accounting policies used in preparation of the consolidated financial statements are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Additional significant accounting policies for 2007 are disclosed below.
     Income taxes
The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) – an interpretation of FASB Statement No. 109 (“SFAS 109”). FIN 48 clarifies a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are sometimes ambiguous. As such, the Company is required to make certain subjective assumptions and judgments regarding its income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in the Company’s subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations. See Note 10 for additional detail on the Company’s uncertain tax positions.

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3. Recent Accounting Pronouncements
In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment to FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose, at specific election dates, to measure eligible financial assets and liabilities at fair value (referred to as the “fair value option”) and report associated unrealized gains and losses in earnings. SFAS 159 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. SFAS 159 does not eliminate disclosure requirements of other accounting standards, including fair value measurement disclosures in SFAS 157. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the implications of SFAS 159, and its impact on the Company’s financial statements has not yet been determined.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. SFAS 157 does not expand or require any new fair value measures; however, the application of this statement may change current practice. The requirements of SFAS 157 are effective for the Company’s fiscal year beginning January 1, 2008. The Company is in the process of evaluating this guidance and therefore has not yet determined the impact that SFAS 157 will have on its financial statements upon adoption.
4. Acquisitions
In July 2006, the Company entered into a Local Marketing Agreement (“LMA”) with WatchTV, Inc. to manage four of their television stations located in Eastern Washington. The stations provide Spanish-language programming to the Yakima-Pasco-Richland-Kennewick television market through an affiliation with Univision. Contemporaneously with the LMA, the Company entered into an option agreement with WatchTV to acquire the stations. On February 15, 2007 the Company exercised its option to purchase these television stations for $5.0 million, and on April 26, 2007 the Company finalized the purchase of the stations.
The primary assets acquired in these acquisitions are FCC licenses and property, plant and equipment. The excess of the purchase price of the stations over the fair value of the tangible and identifiable intangible net assets was recorded as goodwill. The Company’s purchase price allocations as reflected in the accompanying condensed consolidated balance sheet are preliminary and have not been finalized. The Company does not anticipate any significant differences between current values recorded and the fair values upon finalizing the purchase price allocations.
5. Discontinued Operations
On May 30, 2006, the Company entered into an agreement to sell its 24 small-market radio stations located in Montana and Eastern Washington. This agreement was amended in the third quarter of 2006 to reduce the number of stations being sold to 19, at a revised sales price of $29.1 million. On October 31, 2006, the Company completed the sale of 18 small-market radio stations for $26.1 million. The sale of one additional Montana station to the same buyer closed on June 1, 2007, for $3.0 million. The remaining five stations were excluded from this agreement in order to secure FCC approval, but continue to be actively marketed and held for sale. In accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company has reported the results of operations of these small-market stations as discontinued operations in the accompanying financial statements. These stations were included in the Company’s radio segment.

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Operational data for the radio stations is summarized as follows (in thousands):
                                 
    Six months ended     Three months ended  
    June 30     June 30  
    2007     2006     2007     2006  
Revenue
  $ 977     $ 6,049     $ 533     $ 3,302  
Income from discontinued operations:
                               
Discontinued operating activities
  $ 137     $ 868     $ 102     $ 734  
Gain on sale
    2,294               2,294          
 
                       
 
    2,431       868       2,396       734  
Income tax effect
    (851 )     (306 )     (839 )     (258 )
 
                       
 
  $ 1,580     $ 562     $ 1,557     $ 476  
 
                       
The following table summarizes the classes of assets and liabilities held for sale (in thousands):
                 
    June 30     December 31  
    2007     2006  
Goodwill, net
  $ 645     $ 1,129  
Property, plant and equipment, net
    635       718  
Intangible assets
    765       765  
Other assets
    3       19  
 
           
 
  $ 2,048     $ 2,631  
 
           
 
               
Liabilities of businesses held for sale
  $ 99     $ 289  
6. Television and Radio Broadcast Rights and Other Broadcast Commitments
The Company acquires television and radio broadcast rights, and may make commitments for program rights where the cost exceeds the projected direct revenue from the program. 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. Estimates of future revenue can change significantly and, accordingly, are reviewed periodically to determine whether impairment is expected over the life of the contract.
At June 30, 2007, the Company had commitments under license agreements amounting to $48.3 million for future rights to broadcast television and radio programs through 2012, and $2.9 million in related fees primarily associated with the Company’s contract to broadcast Seattle Mariners baseball games through the 2008 season. The Company has exclusive rights to sell available advertising time for two radio stations in Seattle (“Joint Sales Agreements”). Under the Joint Sales Agreements, the Company has commitments for monthly payments totaling $9.2 million through 2011.
7. Retirement Benefits
The Company has a noncontributory supplemental retirement program for key management. No new participants have been admitted to this program since 2001. The program provides for vesting of benefits under certain circumstances. Funding is not required, but generally the Company has acquired annuity contracts and life insurance on the lives of the individual participants to assist in payment of retirement benefits. The Company is the owner and beneficiary of such policies; accordingly, the cash values of the policies as well as the accrued liability are reported in the financial statements. The program requires continued employment through the date of expected retirement. The cost of the program is accrued over the average expected future lifetime of the participants.

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In June 2005, the program was amended to freeze accrual of all benefits to active participants provided under the program. The Company will continue to recognize periodic pension cost related to the program.
The net periodic pension cost for the Company’s supplemental retirement program is as follows (in thousands):
                                 
    Six months ended     Three months ended  
    June 30     June 30  
    2007     2006     2007     2006  
Interest cost
  $ 532     $ 520     $ 266     $ 260  
Amortization of loss
    22       77       11       39  
 
                       
Net periodic pension cost
  $ 554     $ 597     $ 277     $ 299  
 
                       
The discount rate used to determine net periodic pension cost was 5.80% and 5.48% for 2007 and 2006, respectively.
8. Income (loss) Per Share
Net income (loss) per share represents net income (loss) divided by the weighted average number of shares outstanding during the period. Net income (loss) per share assuming dilution represents net income (loss) divided by the weighted average number of shares outstanding, including the potentially dilutive impact of stock options and restricted stock rights issued under the Company’s incentive plans. Common stock options and restricted stock rights are converted using the treasury stock method.
Basic and diluted net income per share has been computed as follows (in thousands, except per-share amounts):
                                 
    Six months     Three months  
    ended June 30     ended June 30  
    2007     2006     2007     2006  
Income (loss) from continuing operations
  $ (569 )   $ 5     $ 699     $ 1,792  
Income from discontinued operations, net of income taxes
    1,580       562       1,557       476  
 
                       
Net income
  $ 1,011     $ 567     $ 2,256     $ 2,268  
 
                       
 
                               
Weighted average shares outstanding — basic
    8,721       8,708       8,722       8,710  
Weighted effect of dilutive options and rights
    6       8       7       9  
 
                       
Weighted average shares outstanding assuming dilution
    8,727       8,716       8,729       8,719  
 
                       
 
                               
Income (loss) per share:
                               
From continuing operations
  $ (0.06 )   $     $ 0.08     $ 0.21  
From discontinued operations
    0.18       0.07       0.18       0.05  
 
                       
Net income per share
  $ 0.12     $ 0.07     $ 0.26     $ 0.26  
 
                       
 
                               
Income (loss) per share assuming dilution:
                               
From continuing operations
  $ (0.06 )   $     $ 0.08     $ 0.21  
From discontinued operations
    0.18       0.07       0.18       0.05  
 
                       
Net income per share assuming dilution
  $ 0.12     $ 0.07     $ 0.26     $ 0.26  
 
                       
The effect of options to purchase 200,685 and 282,730 shares are excluded from the calculation of weighted average shares outstanding for the six months ended June 30, 2007 and 2006, respectively, because such options were anti-dilutive. The effect of options to purchase 176,625 and 244,825 shares are excluded for the three months ended June 30, 2007 and 2006, respectively, because such options were anti-dilutive.

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9. Stock-Based Compensation
Stock-based compensation expense related to stock-based awards under SFAS 123(R) is as follows (in thousands):
                                 
    Six months   Three months
    ended June 30   ended June 30
    2007   2006   2007   2006
Stock-based compensation expense
  $ 328,000     $ 287,000     $ 181,000     $ 144,000  
Stock-based compensation expense is included in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations.
10. Income Taxes
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no adjustment in the liability for unrecognized income tax benefits. The U.S. federal statute of limitations remains open for the year 2003 and onward. In April 2007, the IRS completed their fieldwork with regards to its examination of the consolidated federal income tax returns for tax years 1999 – 2002, and we received final settlement. The IRS is currently conducting a field examination of the Company’s 2003 – 2005 U.S. tax returns. The Company anticipates that this matter could be resolved within the next 12 months. The Company recognizes tax expense related to agreed-upon tax adjustments currently as part of its income tax provision. The Company continues to recognize interest and penalties related to uncertain tax positions in interest expense. This interest expense totaled $93,000 and $50,000 for the six months ended June 30, 2007 and 2006, respectively. A net reduction in interest expense of $20,000 and $36,000 was recognized for the three months ended June 30, 2007 and 2006, respectively, as a result of final settlement of the IRS examination of the Company’s 1999 – 2002 income tax returns. As of June 30, 2007 and December 31, 2006, the Company had approximately $640,000 and $547,000, respectively, of accrued interest related to uncertain tax positions.
As required by accounting rules for interim financial reporting, the Company records its income tax provision or benefits based upon its estimated annual effective tax rate of 20% and 23% for the six months ended June 30, 2007 and 2006, respectively. The estimated effective tax rate in the 2007 period was lower than in the same period in 2006 due primarily to the relationship between the amount of estimated annual permanent differences and the Company’s estimated annual pretax income or loss.
11. 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 owned or operated 19 network-affiliated television stations (including a 50%-owned television station). The radio segment includes the operations of the Company’s three Seattle radio stations, while operations of the Company’s small-market radio stations are reported as discontinued operations. Corporate expenses of the broadcasting business unit are allocated to the television and radio segments based on actual expenditures incurred or based on a ratio that approximates historic revenue and operating expenses of the segments. The Fisher Plaza segment includes the operations of a communications center located near downtown Seattle that serves as home of the Company’s Seattle television and radio operations, the Company’s corporate offices, and third-party tenants.

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Revenue for each segment is as follows (in thousands):
                                 
    Six months     Three months  
    ended June 30     ended June 30  
    2007     2006     2007     2006  
Television
  $ 51,578     $ 48,850     $ 26,980     $ 25,991  
Radio
    18,351       18,172       11,443       12,081  
Fisher Plaza
    5,689       4,292       2,914       2,128  
Corporate and eliminations
    (76 )     (43 )     (38 )     (10 )
 
                       
 
  $ 75,542     $ 71,271     $ 41,299     $ 40,190  
 
                       
Inter-segment sales amounted to $76,000 and $104,000 for the six months ended June 30, 2007 and 2006, respectively, and $38,000 and $52,000 for the three months ended June 30, 2007 and 2006, respectively, relating primarily to telecommunications fees charged from Fisher Plaza.
Income (loss) from continuing operations before interest and income taxes for each segment is as follows (in thousands):
                                 
    Six months     Three months  
    ended June 30     ended June 30  
    2007     2006     2007     2006  
Television
  $ 6,417     $ 8,684     $ 4,498     $ 6,085  
Radio
    (42 )     (207 )     (343 )     183  
Fisher Plaza
    2,196       1,089       1,272       579  
Corporate and eliminations
    (2,307 )     (2,739 )     (999 )     (1,029 )
 
                       
 
  $ 6,264     $ 6,827     $ 4,428     $ 5,818  
 
                       
The following table reconciles total segment income from continuing operations before interest and income taxes shown above to consolidated income (loss) from continuing operations before income taxes (in thousands):
                                 
    Six months     Three months  
    ended June 30     ended June 30  
    2007     2006     2007     2006  
Total segment income from continuing operations before interest and income taxes
  $ 6,264     $ 6,827     $ 4,428     $ 5,818  
Interest expense
    (6,904 )     (6,822 )     (3,410 )     (3,368 )
 
                       
Consolidated income (loss) from continuing operations before income taxes
  $ (640 )   $ 5     $ 1,018     $ 2,450  
 
                       

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Identifiable assets for each segment are as follows (in thousands):
                 
            December 31  
Total assets   June 30 2007     2006  
Television
  $ 127,610     $ 130,994  
Radio
    23,122       24,436  
Fisher Plaza
    119,369       119,872  
Corporate and eliminations
    219,722       219,644  
     
 
    489,823       494,946  
Assets held for sale
    2,048       2,631  
 
           
 
  $ 491,871     $ 497,577  
 
           
Identifiable assets by segment are those assets used in the operations of each segment. Corporate assets are principally marketable securities.
12. Subsequent Event
On August 3, 2007 the Company signed an agreement to purchase two television stations in the Bakersfield, California Designated Market Area (“DMA”), pending FCC approval and other closing conditions. The purchase price of $55 million may be paid through the use of existing cash and additional financing. A deposit on this transaction of $2,750,000 was paid and is being held in escrow.
13. Financial Information for Guarantors
The Company has $150.0 million of 8.625% senior notes outstanding, due 2014. The notes are unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by the 100% owned subsidiaries of the Company.
Presented below are condensed consolidated statements of operations for the six and three months ended June 30, 2007 and 2006, and cash flows for the six months ended June 30, 2007 and 2006. Also presented are the condensed consolidated balance sheets as of June 30, 2007 and December 31, 2006. The condensed consolidated information is presented for the Company (issuer) with its investments accounted for under the equity method, the 100% owned guarantor subsidiaries, eliminations, and the Company on a consolidated basis. The Company (issuer) information consists primarily of corporate oversight and administrative personnel and related activities, as well as certain investments in marketable securities.

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Financial Information for Guarantors
Condensed Consolidated Statement of Operations
for the six months ended June 30, 2007
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
Revenue
  $       $ 75,618     $ (76 )   $ 75,542  
 
Costs and expenses
                               
Direct operating costs
            27,119       931       28,050  
Selling, general and administrative expenses
    4,247       24,993       (1,007 )     28,233  
Amortization of program rights
            9,434               9,434  
Depreciation and amortization
    146       5,711               5,857  
 
 
    4,393       67,257       (76 )     71,574  
 
Income (loss) from operations
    (4,393 )     8,361               3,968  
 
                               
Other income, net
    2,069       227               2,296  
 
                               
Equity in income of subsidiaries
    6,955               (6,955 )      
 
                               
Interest expense, net
    (6,904 )                     (6,904 )
 
Income (loss) from continuing operations before income taxes
    (2,273 )     8,588       (6,955 )     (640 )
 
                               
Provision (benefit) for federal and state income taxes
    (3,284 )     3,213               (71 )
 
Income (loss) from continuing operations
    1,011       5,375       (6,955 )     (569 )
 
                               
Income from discontinued operations, net of income taxes
            1,580               1,580  
 
Net income (loss)
  $ 1,011     $ 6,955     $ (6,955 )   $ 1,011  
 

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Financial Information for Guarantors
Condensed Consolidated Statement of Operations
for the six months ended June 30, 2006
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
Revenue
  $       $ 71,375     $ (104 )   $ 71,271  
 
Costs and expenses
                               
Direct operating costs
            24,587       811       25,398  
Selling, general and administrative expenses
    4,223       23,142       (915 )     26,450  
Amortization of program rights
            9,336               9,336  
Depreciation and amortization
    124       4,903               5,027  
 
 
    4,347       61,968       (104 )     66,211  
 
Income (loss) from operations
    (4,347 )     9,407               5,060  
 
                               
Other income, net
    1,576       191               1,767  
 
                               
Equity in income of subsidiaries
    6,664               (6,664 )        
 
                               
Interest expense, net
    (6,817 )     (5 )             (6,822 )
 
Income (loss) from continuing operations before income taxes
    (2,924 )     9,593       (6,664 )     5  
 
                               
Provision (benefit) for federal and state income taxes
    (3,491 )     3,491                  
 
Income (loss) from continuing operations
    567       6,102       (6,664 )     5  
 
                               
Income from discontinued operations, net of income taxes
            562               562  
 
Net income (loss)
  $ 567     $ 6,664     $ (6,664 )   $ 567  
 

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Financial Information for Guarantors
Condensed Consolidated Statement of Operations
for the three months ended June 30, 2007
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
Revenue
  $       $ 41,337     $ (38 )   $ 41,299  
 
Costs and expenses
                               
Direct operating costs
            13,310       465       13,775  
Selling, general and administrative costs
    2,018       12,680       (503 )     14,195  
Amortization of program rights
            7,011               7,011  
Depreciation and amortization
    74       2,942               3,016  
 
 
    2,092       35,943       (38 )     37,997  
 
Income (loss) from operations
    (2,092 )     5,394               3,302  
 
                               
Other income, net
    1,089       37               1,126  
 
                               
Equity in income of subsidiaries
    4,911               (4,911 )      
 
                               
Interest expense, net
    (3,410 )                     (3,410 )
 
Income (loss) from continuing operations before income taxes
    498       5,431       (4,911 )     1,018  
 
                               
Provision (benefit) for federal and state income taxes
    (1,758 )     2,077               319  
 
Income (loss) from continuing operations
    2,256       3,354       (4,911 )     699  
 
                               
Income from discontinued operations, net of income taxes
            1,557               1,557  
 
Net income (loss)
  $ 2,256     $ 4,911     $ (4,911 )   $ 2,256  
 

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Financial Information for Guarantors
Condensed Consolidated Statement of Operations
for the three months ended June 30, 2006
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
Revenue
  $       $ 40,242     $ (52 )   $ 40,190  
 
Costs and expenses
                               
Direct operating costs
            12,167       400       12,567  
Selling, general and administrative expenses
    1,782       11,780       (452 )     13,110  
Amortization of program rights
            7,065               7,065  
Depreciation and amortization
    62       2,449               2,511  
 
 
    1,844       33,461       (52 )     35,253  
 
Income (loss) from operations
    (1,844 )     6,781               4,937  
 
                               
Other income, net
    789       92               881  
 
                               
Equity in income of subsidiaries
    4,846               (4,846 )        
 
                               
Interest expense, net
    (3,366 )     (2 )             (3,368 )
 
Income (loss) from continuing operations before income taxes
    425       6,871       (4,846 )     2,450  
 
                               
Provision (benefit) for federal and state income taxes
    (1,843 )     2,501               658  
 
Income (loss) from continuing operations
    2,268       4,370       (4,846 )     1,792  
 
                               
Income from discontinued operations, net of income taxes
            476               476  
 
Net income (loss)
  $ 2,268     $ 4,846     $ (4,846 )   $ 2,268  
 

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Financial Information for Guarantors
Condensed Consolidated Balance Sheet
as of June 30, 2007
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
ASSETS
                               
Current Assets
                               
Cash and cash equivalents
  $ 9,489     $ 300     $       $ 9,789  
Receivables, net
    875       30,971               31,846  
Due from affiliate
            28,253       (28,253 )      
Deferred income taxes
    106       580               686  
Prepaid expenses and other assets
    352       4,379               4,731  
Television and radio broadcast rights
            3,231               3,231  
Assets held for sale
            3               3  
 
Total current assets
    10,822       67,717       (28,253 )     50,286  
Marketable securities, at market value
    186,977       533               187,510  
Investment in consolidated subsidiaries
    260,589               (260,589 )      
Cash value of life insurance and retirement deposit
    16,355                       16,355  
Television and radio broadcast rights
            535               535  
Goodwill, net
            36,054               36,054  
Intangible assets
            42,542               42,542  
Investment in equity investee
            2,617               2,617  
Deferred financing fees and other assets
    4,235       2,478               6,713  
Assets held for sale
            2,045               2,045  
Property, plant and equipment, net
    714       146,500               147,214  
 
Total Assets
  $ 479,692     $ 301,021     $ (288,842 )   $ 491,871  
 
 
                               
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Current Liabilities
                               
Trade accounts payable
  $ 955     $ 1,798     $       $ 2,753  
Payable to affiliate
    28,253               (28,253 )      
Accrued payroll and related benefits
    867       5,195               6,062  
Interest payable
    3,773                       3,773  
Television and radio broadcast rights payable
            1,449               1,449  
Income taxes payable
            385               385  
Other current liabilities
    1,399       3,177               4,576  
Liabilities of businesses held for sale
            99               99  
 
Total current liabilities
    35,247       12,103       (28,253 )     19,097  
Long-term debt
    150,000                       150,000  
Accrued retirement benefits
    18,983       84               19,067  
Deferred income taxes
    34,986       19,874               54,860  
Other liabilities
    65       8,371               8,436  
 
                               
Stockholders’ Equity
                               
Common stock
    10,903       1,131       (1,131 )     10,903  
Capital in excess of par
    9,807       164,234       (164,234 )     9,807  
Accumulated other comprehensive income, net of income taxes:
                               
Unrealized gain on marketable securities
    120,890                       120,890  
Accumulated loss
    (1,721 )                     (1,721 )
Prior service cost
    (196 )                     (196 )
Retained earnings
    100,728       95,224       (95,224 )     100,728  
 
Total Stockholders’ Equity
    240,411       260,589       (260,589 )     240,411  
 
Total Liabilities and Stockholders’ Equity
  $ 479,692     $ 301,021     $ (288,842 )   $ 491,871  
 

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Financial Information for Guarantors
Condensed Consolidated Balance Sheet
as of December 31, 2006
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
ASSETS
                               
Current Assets
                               
Cash and cash equivalents
  $ 8,544             $ (1,067 )   $ 7,477  
Restricted cash
            8,473               8,473  
Receivables, net
    768       29,363               30,131  
Due from affiliate
            17,357       (17,357 )        
Deferred income taxes
    106       584               690  
Prepaid expenses and other assets
    438       3,154               3,592  
Television and radio broadcast rights
            6,676               6,676  
Assets held for sale
            19               19  
 
Total current assets
    9,856       65,626       (18,424 )     57,058  
Marketable securities, at market value
    187,833       474               188,307  
Investment in consolidated subsidiaries
    253,632               (253,632 )        
Cash value of life insurance and retirement deposits
    15,959                       15,959  
Television and radio broadcast rights
            1,041               1,041  
Goodwill, net
            32,714               32,714  
Intangible assets
            41,142               41,142  
Investment in equity investee
            2,789               2,789  
Deferred financing fees and other assets
    4,538       3,210               7,748  
Assets held for sale
            2,612               2,612  
Property, plant and equipment, net
    813       147,394               148,207  
 
Total Assets
  $ 472,631     $ 297,002     $ (272,056 )   $ 497,577  
 
 
                               
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Current Liabilities
                               
Trade accounts payable
  $ 1,543     $ 4,124     $ (1,067 )   $ 4,600  
Due to affiliate
    17,357               (17,357 )        
Accrued payroll and related benefits
    1,841       5,726               7,567  
Interest payable
    3,809                       3,809  
Television and radio broadcast rights payable
            5,667               5,667  
Income taxes payable
            486               486  
Other current liabilities
    950       2,676               3,626  
Liabilities of businesses held for sale
            289               289  
 
Total current liabilities
    25,500       18,968       (18,424 )     26,044  
Long-term debt
    150,000                       150,000  
Accrued retirement benefits
    18,942       85               19,027  
Deferred income taxes
    38,559       15,855               54,414  
Other liabilities
    65       8,462               8,527  
 
                               
Stockholders’ Equity
                               
Common stock
    10,900       1,131       (1,131 )     10,900  
Capital in excess of par
    9,454       164,234       (164,234 )     9,454  
Accumulated other comprehensive income — net of income taxes:
                               
Unrealized gain on marketable securities
    121,441                       121,441  
Accumulated loss
    (1,735 )                     (1,735 )
Prior service cost
    (212 )                     (212 )
Retained earnings
    99,717       88,267       (88,267 )     99,717  
 
Total Stockholders’ Equity
    239,565       253,632       (253,632 )     239,565  
 
Total Liabilities and Stockholders’ Equity
  $ 472,631     $ 297,002     $ (272,056 )   $ 497,577  
 

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Financial Information for Guarantors
Condensed Consolidated Statement of Cash Flows
for the six months ended June 30, 2007
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
Net cash provided by (used in) operating activities
  $ 958     $ (1,343 )   $ 1,067     $ 682  
 
                               
Cash flows from investing activities
                               
Proceeds from sale of radio station
            2,869               2,869  
Purchase of television stations
            (4,931 )             (4,931 )
Decrease in restricted cash
            8,473               8,473  
Purchases of investments available-for-sale
            (177 )             (177 )
Purchase of property, plant and equipment
    (47 )     (4,591 )             (4,638 )
 
Net cash provided by (used in) investing activities
    (47 )     1,643             1,596  
 
 
                               
Cash flows from financing activities
                               
Borrowings under borrowing agreements
    6,000                       6,000  
Payments on borrowing agreements
    (6,000 )                     (6,000 )
Proceeds from exercise of stock options
    34                       34  
 
Net cash provided by financing activities
    34                   34  
 
Net increase in cash and cash equivalents
    945       300       1,067       2,312  
Cash and cash equivalents, beginning of period
    8,544               (1,067 )     7,477  
 
Cash and cash equivalents, end of period
  $ 9,489     $ 300     $     $ 9,789  
 

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Financial Information for Guarantors
Condensed Consolidated Statement of Cash Flows
for the six months ended June 30, 2006
                                 
            100%           Fisher
    Fisher   Owned           Communications,
    Communications,   Guarantor           Inc. and
    Inc.   Subsidiaries   Eliminations   Subsidiaries
(in thousands)                                
Net cash provided by operating activities
  $ 1,420     $ 1,687     $       $ 3,107  
 
                               
Cash flows from investing activities
                               
Investment in equity investee
            (4,000 )             (4,000 )
Deposit paid for purchase of Oregon television stations
            (3,500 )             (3,500 )
Purchase of property, plant and equipment
    (26 )     (6,877 )             (6,903 )
 
Net cash used in investing activities
    (26 )     (14,377 )           (14,403 )
 
 
                               
Cash flows from financing activities
                               
Excess tax benefit from exercise of stock options
    10                       10  
Proceeds from exercise of stock options
    177                       177  
 
Net cash provided by financing activities
    187                   187  
 
Net increase (decrease) in cash and cash equivalents
    1,581       (12,690 )           (11,109 )
Cash and cash equivalents, beginning of period
    3,660       15,962               19,622  
 
Cash and cash equivalents, end of period
  $ 5,241     $ 3,272     $     $ 8,513  
 

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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 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, 2006, which was filed with the Securities and Exchange Commission on March 14, 2007. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. 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 six-month periods ended June 30, 2007, compared with the corresponding periods in 2006.
Overview
We are an integrated media company. We own and operate twelve full power (including a 50%-owned television station) and seven low power network-affiliated television stations and eight radio stations. Our television and radio stations are located in Washington, Oregon, Idaho and Montana. We also own and operate Fisher Plaza, a communications facility located near downtown Seattle that serves as the home for our corporate offices and our Seattle television and radio stations, and also houses a variety of unaffiliated companies, including media and communications companies. We also own approximately 3.0 million shares of common stock of Safeco Corporation, a publicly traded insurance company.
Our broadcasting operations receive revenue from the sale of local, regional and national advertising and, to a much lesser extent, from network compensation, satellite and fiber transmission services, tower rental and commercial production activities. Our operating results are therefore sensitive to broad economic trends that affect the broadcasting industry in general, as well as local and regional trends, such as those in the Northwest economy. Excluding revenue derived from seasonal sports rights, 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 national election years due to spending by 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, which account for approximately seventy percent of our television broadcasting revenue, are affiliated with the ABC Television Network. Eight of our television stations are affiliated with the CBS Television Network (including a 50%-owned television station), and the remainder of our television stations are affiliated with Univision or Telefutura, a division of Univision. 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.

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On October 31, 2006, we completed the sale of 18 of 24 small-market radio stations located in Montana and Eastern Washington for $26.1 million. The sale of one additional Montana station to the same buyer closed on June 1, 2007, for $3.0 million. The remaining five stations were excluded from this agreement in order to secure FCC approval, but continue to be actively marketed and held for sale. The small-market radio stations are treated as discontinued operations in the accompanying financial statements.
In July 2006, we entered into a Local Marketing Agreement (“LMA”) with WatchTV, Inc. to manage four of their television stations located in Eastern Washington. The stations provide Spanish-language programming to the Yakima-Pasco-Richland-Kennewick television market through an affiliation with Univision. Contemporaneously with the LMA, we entered into an option agreement with WatchTV to acquire the stations. On February 15, 2007 we exercised our option to purchase these television stations for $5.0 million, and on April 26, 2007 we finalized the purchase of the stations.
On August 3, 2007 we signed an agreement to purchase two television stations in the Bakersfield, California Designated Market Area (“DMA”), pending FCC approval and other closing conditions. The purchase price of $55 million may be paid through the use of existing cash and additional financing. A deposit on this transaction of $2,750,000 was paid and is being held in escrow.
In November 2006 we finalized the purchase of two Oregon television stations. A second amendment to that purchase agreement in September 2006 included a one year option to purchase one to three additional television stations in the Northwest. In July 2007 this option was amended to, among other things, change the number of stations under option to two and change the expiration date of the option to August 29, 2007.
In May 2002, we entered into a radio rights agreement (the “Rights Agreement”) to broadcast Seattle Mariners baseball games on KOMO AM for the 2003 through 2008 baseball seasons. The impact of the Rights Agreement is greater during periods that include the broadcast of Mariners baseball games; therefore, the impact on the first and fourth quarters of each calendar year is less than what is expected for the second and third quarters of the calendar year. The success of this programming is dependent, in part, on factors beyond our control, such as the competitiveness of the Seattle Mariners and the successful marketing of the team.
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 the infrastructure provided at this facility. As of June 30, 2007, approximately 91% of Fisher Plaza was occupied or committed for occupancy (42% was occupied by Fisher entities), compared to 93% occupied or committed for occupancy at December 31, 2006. 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 real estate conditions, including the availability of space in other competing properties.
In 2004, we completed an offering of $150.0 million of 8.625% senior notes due 2014 and used the net cash proceeds to retire our previous debt facilities and terminate the forward sales contract covering shares of our investment in Safeco Corporation. The notes are unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by the current and future material domestic subsidiaries of the Company. Interest on the notes is payable semiannually in arrears on March 15 and September 15 of each year.
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.”
Critical Accounting Policies
The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our critical accounting policies and estimates include the estimates used in determining the recoverability of goodwill and other indefinite-lived intangible assets, the recoverability of long-lived tangible assets, the value of derivative instruments, the value of television and radio broadcast rights, the cost of pension programs, the amount of tax accruals, the amount of the allowance for doubtful accounts, the existence of and accounting for variable interest entities and the amount of stock-based compensation. 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, 2006. There have been no material changes in the application of our critical accounting policies and estimates subsequent

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to that report, except as disclosed below. We have discussed the development and selection of these critical accounting estimates with the Audit Committee of our board of directors.
Income taxes. We account for uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) – an interpretation of FASB Statement No. 109 (“SFAS 109”). FIN 48 clarifies a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are sometimes ambiguous. As such, we are required to make certain subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations. See Note 10 to the condensed consolidated financial statements for additional detail on our uncertain tax positions.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Consolidated Results of Operations
We report financial data for three segments: television, radio and Fisher Plaza. The television segment includes the operations of the Company’s owned and operated 19 network-affiliated television stations (including a 50%-owned television station). The radio segment includes the operations of the Company’s three Seattle radio stations, while operations of the Company’s small-market radio stations are reported as discontinued operations. Corporate expenses of the broadcasting business unit are allocated to the television and radio segments based on a ratio that approximates historic revenue and operating expenses of the segments. The Fisher Plaza segment consists of the operations of Fisher Plaza. Fisher-owned entities that reside at Fisher Plaza do not pay rent; however, these entities do pay common-area maintenance expenses. The segmental data includes additional allocation of depreciation and certain operating expenses from Fisher Plaza to the Seattle-based television and radio operations.

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Percentage comparisons have been omitted within the following table where they are not considered meaningful.
                                                                 
    Six months                     Three months        
    ended June 30     Variance     ended June 30     Variance  
    2007     2006     $     %     2007     2006     $     %  
(Dollars in thousands)                                                                
(Unaudited)                                                                
Revenue
                                                               
Television
  $ 51,578     $ 48,850     $ 2,728       5.6 %   $ 26,980     $ 25,991     $ 989       3.8 %
Radio
    18,351       18,172       179       1.0 %     11,443       12,081       (638 )     -5.3 %
Fisher Plaza
    5,689       4,292       1,397       32.5 %     2,914       2,128       786       36.9 %
Corporate and eliminations
    (76 )     (43 )     (33 )             (38 )     (10 )     (28 )        
 
                                                   
Consolidated
    75,542       71,271       4,271       6.0 %     41,299       40,190       1,109       2.8 %
Direct Operating Costs
                                                               
Television
    20,215       18,117       2,098       11.6 %     10,099       9,036       1,063       11.8 %
Radio
    5,233       5,041       192       3.8 %     2,436       2,490       (54 )     -2.2 %
Fisher Plaza
    1,671       1,429       242       16.9 %     775       641       134       20.9 %
Corporate and eliminations
    931       811       120       14.8 %     465       400       65       16.3 %
 
                                                   
Consolidated
    28,050       25,398       2,652       10.4 %     13,775       12,567       1,208       9.6 %
Selling, general and administrative expenses
                                                               
Television
    17,224       15,109       2,115       14.0 %     8,374       7,410       964       13.0 %
Radio
    7,561       7,758       (197 )     -2.5 %     4,226       4,215       11       0.3 %
Fisher Plaza
    207       247       (40 )     -16.2 %     80       141       (61 )     -43.3 %
Corporate and eliminations
    3,241       3,336       (95 )     -2.8 %     1,515       1,344       171       12.7 %
 
                                                   
Consolidated
    28,233       26,450       1,783       6.7 %     14,195       13,110       1,085       8.3 %
Amortization of program rights
                                                               
Television
    4,274       4,135       139       3.4 %     2,128       2,066       62       3.0 %
Radio
    5,160       5,201       (41 )     -0.8 %     4,883       4,999       (116 )     -2.3 %
 
                                                   
Consolidated
    9,434       9,336       98       1.0 %     7,011       7,065       (54 )     -0.8 %
Depreciation and amortization
                                                               
Television
    3,622       2,935       687       23.4 %     1,907       1,464       443       30.3 %
Radio
    473       442       31       7.0 %     248       219       29       13.2 %
Fisher Plaza
    1,616       1,526       90       5.9 %     787       766       21       2.7 %
Corporate and eliminations
    146       124       22       17.7 %     74       62       12       19.4 %
 
                                                   
Consolidated
    5,857       5,027       830       16.5 %     3,016       2,511       505       20.1 %
Income (loss) from operations
                                                               
Television
    6,243       8,554       (2,311 )             4,472       6,015       (1,543 )        
Radio
    (76 )     (270 )     194               (350 )     158       (508 )        
Fisher Plaza
    2,195       1,090       1,105               1,272       580       692          
Corporate and eliminations
    (4,394 )     (4,314 )     (80 )             (2,092 )     (1,816 )     (276 )        
 
                                                   
Consolidated
    3,968       5,060       (1,092 )             3,302       4,937       (1,635 )        
 
                                                               
Other income, net
    2,296       1,767       529               1,126       881       245          
Interest expense, net
    (6,904 )     (6,822 )     (82 )             (3,410 )     (3,368 )     (42 )        
 
                                                   
Income (loss) from continuing operations before income taxes
    (640 )     5       (645 )             1,018       2,450       (1,432 )        
Provision (benefit) for federal and state income taxes
    (71 )           (71 )             319       658       (339 )        
 
                                                   
Income (loss) from continuing operations
    (569 )     5       (574 )             699       1,792       (1,093 )        
Income from discontinued operations, net of income taxes
    1,580       562       1,018               1,557       476       1,081          
 
                                                   
Net income
  $ 1,011     $ 567     $ 444             $ 2,256     $ 2,268     $ (12 )        
 
                                                   

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Comparison of Fiscal Six and Three-Month Periods Ended June 30, 2007 and June 30, 2006
Revenue
Television revenue increased in the three and six-month periods ended June 30, 2007 compared to the same periods in 2006, primarily due to the acquisition of Spanish-language television stations late in 2006. These recently-purchased stations contributed $1.2 million and $2.2 million in additional television revenue in the three and six-month periods ended June 30, 2007, respectively. Revenues from our ABC-affiliated stations decreased 3.7% and 1.5% in the three and six-month periods ended June 30, 2007, respectively, as compared to the same periods in 2006, due primarily to lower political advertising. Revenues from our CBS-affiliated stations increased 1.2% and 3.5%, respectively, over the same periods, due primarily to increased non-political local revenue.
In May 2005, we signed agreements with ABC to renew that network’s affiliation at KOMO TV in Seattle and KATU TV in Portland through August 2009. In January 2006, we also renewed affiliation agreements with CBS through February 2016. The terms of the renewals include decreasing network compensation, and we are recognizing network compensation revenue on a straight-line basis over the terms of the agreements. In November 2006, we entered into affiliation agreements with Univision for five of our Spanish-language television stations for terms extending into 2011.
Radio revenue decreased in the three-month period ended June 30, 2007, as compared to the same period in 2006, primarily as a result of reduced revenues associated with our agreement to broadcast Seattle Mariners baseball games. Radio revenue in the six-month period ended June 30, 2007 was comparable to the same period in 2006, increasing 1.0%. Excluding revenue specifically attributable to our agreement to broadcast Mariners baseball games, radio revenue increased 2.6% and 7.5% in the three and six-month periods ended June 30, 2007, respectively, as compared to the same periods in 2006. We attribute this increase to improved ratings and a more aggressive sales strategy. Revenue and expenses from our small-market radio operations have been included in the discontinued operations category due to the held-for-sale status of those stations.
The revenue increase at Fisher Plaza in the three and six-month periods ended June 30, 2007, as compared to the same periods in 2006, was due primarily to increased rental and service fees, as well as increased electrical infrastructure fees and tenant reimbursements.
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.
The increase in direct operating costs for the television segment in the three and six-month periods ended June 30, 2007 compared to the same periods in 2006, is primarily the result of costs associated with operating our new Spanish-language television stations, as well as increased promotion expenses. In addition, expenses have risen as we have invested in our television news product and incurred news costs associated with our growing Internet business (which is included in our television segment).
Decreased direct operating costs at our radio segment in the three-month period ended June 30, 2007 as compared to the same period in 2006 was attributable to reduced promotional costs. Increased direct operating costs in the first six months of 2007 compared to the same period in 2006, was primarily attributable to increased labor costs.
The increase in direct operating costs at Fisher Plaza in the three and six-months ended June 30, 2007 compared to the same 2006 periods, was primarily attributable to increased engineering support.
The corporate and eliminations category consists primarily of the reclassification and elimination of certain operating expenses between operating segments. For example, KOMO TV and Seattle Radio recognize facilities-related expenses as selling, general and administrative, while Fisher Plaza records the reimbursement of these intercompany expenses as a reduction of direct operating costs.

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Selling, general and administrative expenses
The increase in selling, general and administrative expenses in the television segment in the three and six-month periods ended June 30, 2007 compared to the same periods in 2006, was due primarily to the addition of the Spanish-language stations, as well as an increase in news research and development expenses and selling costs associated with our growing Internet business.
The decrease in selling, general and administrative expenses in the radio segment in the six-month period ended June 30, 2007 compared to the same period in 2006, was due primarily to decreased fees under a Joint Sales Agreement. Selling, general and administrative expenses in the three-month period ended June 30, 2007 were similar to the same period in 2006.
Selling, general and administrative expenses at Fisher Plaza decreased for the three and six-month periods ended June 30, 2007 compared to the same periods in 2006, due primarily to a reduction in marketing costs.
The corporate group incurred higher selling, general and administrative expenses in the second quarter of 2007, as compared to the second quarter of 2006, due primarily to higher accounting fees. Selling, general and administrative expenses were lower in the six months ended June 30, 2007 as compared to the first half of 2006, due primarily to reductions in consulting fees and severance-related expenses.
Amortization of program rights
Amortization of program rights for the television segment increased 3% in both the three and six-month periods ended June 30, 2007 compared to the same periods in 2006.
Amortization of program rights for the radio segment are related to the agreement to broadcast Seattle Mariners baseball games, and decreased a minimal amount in the three and six-month periods ended June 30, 2007 compared to the same periods in the prior year.
Depreciation and amortization
Depreciation for all segments increased in the three and six-month periods ended June 30, 2007 compared to the same periods in 2006, due primarily to significant television broadcast asset additions in late 2006.
Other income, net
Other income, net, includes dividends received on marketable securities and, to a lesser extent, interest and miscellaneous income. The increase in the three and six-months ended June 30, 2007 compared to the same periods in 2006 was due primarily to an increase in the dividend rate of our investment in Safeco shares.
Interest expense, net
Interest expense consists primarily of interest on our $150 million senior notes and amortization of loan fees. Interest expense in the three and six-month periods ended June 30, 2007 remained comparable to the same periods in 2006.
Provision (benefit) for federal and state income taxes
The benefit for federal and state income taxes varies with pre-tax income or loss. Consequently, the changes in provision and benefit for federal and state income taxes were primarily due to fluctuating income and loss from continuing operations before income taxes. The effective tax rate varies from the statutory rate primarily due to a deduction for dividends received from our investment in Safeco corporate common stock (70% exclusion rate), changes in cash surrender value of life insurance policies held by the Company (for which proceeds are received tax-free if held to maturity), and the impact of state income taxes. As required by accounting rules for interim financial reporting, we record our income tax provision or benefits based upon our estimated annual effective tax rate of 20% and 23% for the six months ended June 30, 2007 and 2006, respectively. The estimated effective tax

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rate in the 2007 period was lower than in the same period in 2006 due primarily to the relationship between the amount of estimated annual permanent differences and our estimated annual pretax income or loss.
Income from discontinued operations, net of income taxes
The income from discontinued operations is related to our small-market radio stations sold or held for sale, and is presented net of income taxes. On June 1, 2007 we closed the sale of one of these stations and recognized a gain on sale of $1.5 million, net of tax. The remaining five stations remain classified as held for sale as of June 30, 2007 (see Note 5 to the condensed consolidated financial statements).
Liquidity and capital resources
In 2004, we completed a $150.0 million offering of 8.625% senior notes due 2014 and used $143.9 million of the initial $144.5 million net proceeds to retire existing debt and to settle other outstanding obligations. The notes are unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by our current and future material domestic subsidiaries. Interest on the notes is payable semiannually in arrears on March 15 and September 15 of each year. In 2004, we also entered into a new six-year senior credit facility with a financial institution for borrowings of up to $20.0 million. The credit facility is collateralized by substantially all of our assets (excluding certain real property and our investment in shares of Safeco Corporation common stock).
Our current assets as of June 30, 2007 included cash and cash equivalents totalling $9.8 million, and we had working capital of $31.2 million. As of December 31, 2006, our current assets included cash and cash equivalents and restricted cash totalling $16.0 million, and we had working capital of $31.0 million. We intend to finance working capital, debt service and capital expenditures primarily through operating activities and use of the senior credit facility. As of June 30, 2007, no cash was restricted and $20.0 million was available under the credit facility.
In October 2006, we completed the sale of 18 of 24 small-market radio stations located in Montana and Eastern Washington for $26.1 million. The sale of one additional Montana station to the same buyer closed June 1, 2007, for $3.0 million. The remaining five stations continue to be actively marketed and held for sale. The small-market radio stations are treated as discontinued operations in the accompanying financial statements.
In July 2006, we entered into an LMA with WatchTV, Inc. to manage four of their television stations located in Eastern Washington. The stations provide Spanish-language programming to the Yakima-Pasco-Richland-Kennewick television market through an affiliation with Univision. Contemporaneously with the LMA, we entered into an option agreement with WatchTV to acquire the stations. On February 15, 2007 we exercised our option to purchase these television stations for $5.0 million, and on April 26, 2007, we finalized the purchase of the stations.
On August 3, 2007 we signed an agreement to purchase two television stations in the Bakersfield, California DMA, pending FCC approval and other closing conditions. The purchase price of $55 million may be paid through the use of existing cash and additional financing. A deposit on this transaction of $2,750,000 was paid and is being held in escrow.
In November 2006 we finalized the purchase of two Oregon television stations. A second amendment to that purchase agreement in September 2006 included a one year option to purchase one to three additional television stations in the Northwest. In July 2007 this option was amended to, among other things, change the number of stations under option to two and change the expiration date of the option to August 29, 2007.
Net cash provided by operating activities during the six months ended June 30, 2007 was $682,000, compared to $3.1 million in the comparable period in 2006. Net cash provided by operating activities consists of our net income, adjusted by non-cash expenses such as depreciation and amortization, further adjusted by gain on sale of radio station (for the 2007 period), changes in deferred income tax and changes in operating assets and liabilities.
Net cash provided by investing activities during the six month period ended June 30, 2007 was $1.6 million, compared to net cash used in investing activities of $14.4 million in the comparable period in 2006. During the six months ended June 30, 2007, cash flows related to investing activities consisted primarily of $4.6 million in purchases of property, plant and equipment, $4.9 million paid for the purchase of television stations, proceeds of $2.9 million from the sale of a radio station and a decrease of $8.5 million in restricted cash. During the six months

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ended June 30, 2006, cash flows related to investing activities consisted of $6.9 million in purchases of property plant and equipment, $4.0 million paid as an investment in equity investee and $3.5 million paid as a deposit on the purchase of Oregon television stations. Broadcasting is a capital-intensive business; however, we have no significant commitments for the purchase of capital items.
Net cash provided by financing activities in the six months ended June 30, 2007 was $34,000, compared to $187,000 in the comparable period in 2006. Net cash provided by financing activities consists primarily of proceeds from the exercise of stock options.
We are subject to various debt covenants and other restrictions – including the requirement for early payments upon the occurrence of certain events, including the sale of assets – the violation of which could require repayment of outstanding borrowings and affect our credit rating and access to other financing. The Company was in compliance with all debt covenant requirements at June 30, 2007.
Recent Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment to FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose, at specific election dates, to measure eligible financial assets and liabilities at fair value (referred to as the “fair value option”) and report associated unrealized gains and losses in earnings. SFAS 159 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. SFAS 159 does not eliminate disclosure requirements of other accounting standards, including fair value measurement disclosures in SFAS 157. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the implications of SFAS 159, and its impact on our financial statements has not yet been determined.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. SFAS 157 does not expand or require any new fair value measures; however, the application of this statement may change current practice. The requirements of SFAS 157 are effective for our fiscal year beginning January 1, 2008. We are in the process of evaluating this guidance and therefore have not yet determined the impact that SFAS 157 will have on our financial statements upon adoption.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The market risk in our financial instruments represents the potential loss arising from adverse changes in financial rates. We are exposed to market risk in the areas of interest rates and securities prices. These exposures are directly related to our normal funding and investing activities.
Interest Rate Exposure
As a result of our September 20, 2004 placement of $150.0 million of 8.625% senior notes due 2014, substantially all of our debt as of June 30, 2007 is at a fixed rate. As of June 30, 2007, our fixed-rate debt totaled $150.0 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 June 30, 2007 was approximately $160.1 million, which was approximately $10.1 million more 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 June 30, 2007, amounted to approximately $6.6 million. Fair market values are determined based on estimates made by investment bankers based on the fair value of our fixed rate long-term debt. For fixed rate debt, interest rate changes do not impact book value, operations or cash flows.
Marketable Securities Exposure
The fair value of our investments in marketable securities as of June 30, 2007 was $187.5 million, compared to $188.3 million as of December 31, 2006. Marketable securities consist primarily of 3.0 million shares of Safeco Corporation common stock, valued based on the closing per-share sale price on the specific-identification basis as reported on the New York Stock Exchange. As of June 30, 2007, these shares represented 2.9% of the outstanding common stock of Safeco Corporation. We have classified the investments as available-for-sale under applicable accounting standards. A hypothetical 10% change in market prices underlying these securities would result in a $18.8 million change in the fair value of the marketable securities portfolio. Although changes in securities prices would affect the fair value of the marketable securities and cause unrealized gains or losses, such gains or losses would not be realized unless the investments are sold.
ITEM 4. CONTROLS AND PROCEDURES
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s 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”)) and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the Company’s fiscal quarter ended June 30, 2007, these disclosure controls and procedures are effective in ensuring that the information that the Company is required to disclose in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that, as of the end of the Company’s fiscal quarter ended June 30, 2007, the disclosure controls and procedures are effective in ensuring that the information required to be reported is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
We made no changes in internal control over financial reporting during the second fiscal quarter of 2007 that materially affected or is reasonably likely to materially affect our internal control over financial reporting. We intend to continue to refine our internal control on an ongoing basis, as we deem appropriate with a view towards continuous improvement.

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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to various claims, legal actions and complaints in the ordinary course of their businesses. In the Company’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 the consolidated financial position, results of operations or cash flows of the Company.
Item 1A. Risk Factors
There have not been any material changes during the quarter ended June 30, 2007 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, 2006, filed with the Securities and Exchange Commission on March 14, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held April 26, 2007.
The three nominees elected to the Board of Directors for three-year terms expiring in 2010 are listed below. There were no broker non-votes with respect to any of the nominees.
                 
    Votes for   Votes withheld
Colleen B. Brown
    5,590,317       2,486,549  
Donald G. Graham, III
    6,084,266       1,992,600  
Brian P. McAndrews
    5,595,641       2,481,225  
Continuing as Directors are Richard L. Hawley, George F. Warren, Jr. and William W. Warren, Jr., whose terms expire in 2008 and Phelps K. Fisher, Deborah L. Bevier and Jerry St. Dennis whose terms expire in 2009. In addition, Mr. Michael D. Wortsman was elected to the Board of Directors of the Company on July 26, 2007, while the retirement of James W. Cannon as a Director became effective that same date. Mr. Wortsman’s initial term will expire in 2008.
The following additional matter brought for vote at the 2007 annual meeting of shareholders passed by the vote indicated:
                                 
    Votes for   Votes against   Votes abstain   Non votes
Amendments to the Incentive Plan of 2001
    4,489,974       2,600,021       2,695       984,176  

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Item 5. Other Information
None
Item 6. Exhibits
(a) Exhibits:
     
31.1
  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
  Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2
  Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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. (Registrant)    
 
       
Dated: August 8, 2007
  /s/ S. Mae Fujita Numata
 
S. Mae Fujita Numata
Senior Vice President
Chief Financial Officer and Corporate Secretary
   

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EXHIBIT INDEX
     
Exhibit No.   Description
 
31.1
  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
  Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2
  Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

34

EX-31.1 2 v32707exv31w1.htm EXHIBIT 31.1 exv31w1
 

Exhibit 31.1
Section 302 Certification
Quarterly Report on Form 10-Q
I, Colleen B. Brown, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fisher Communications, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2007
         
 
  /s/ Colleen B. Brown
 
Colleen B. Brown
President and Chief Executive Officer
   

EX-31.2 3 v32707exv31w2.htm EXHIBIT 31.2 exv31w2
 

Exhibit 31.2
Section 302 Certification
Quarterly Report on Form 10-Q
I, S. Mae Fujita Numata, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fisher Communications, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 8, 2007
         
 
  /s/ S. Mae Fujita Numata
 

S. Mae Fujita Numata
Senior Vice President
Chief Financial Officer and Corporate Secretary
   

EX-32.1 4 v32707exv32w1.htm EXHIBIT 32.1 exv32w1
 

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fisher Communications, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Colleen B. Brown, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
 
  (2)   The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 8, 2007
         
 
  /s/ Colleen B. Brown
 

Colleen B. Brown
President and Chief Executive Officer
   

EX-32.2 5 v32707exv32w2.htm EXHIBIT 32.2 exv32w2
 

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fisher Communications, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, S. Mae Fujita Numata, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
 
  (2)   The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 8, 2007
         
 
  /s/ S. Mae Fujita Numata
 

S. Mae Fujita Numata
Senior Vice President
Chief Financial Officer and Corporate Secretary
   

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