-----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, OICr2Hn2nhIjUTXgI7RqORAz2zQpH8EttwvepUjiOJ+2r4T14ppGK6M9HrqdoTM7 fldJ8KRsf1DoVNtSUlOtgw== 0000950134-08-008409.txt : 20080505 0000950134-08-008409.hdr.sgml : 20080505 20080505140103 ACCESSION NUMBER: 0000950134-08-008409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080505 DATE AS OF CHANGE: 20080505 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22439 FILM NUMBER: 08801808 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 8-K 1 v40456e8vk.htm FORM 8-K e8vk
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 30, 2008
Date of Report
(Date of earliest event reported)
FISHER COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
         
Washington   000-22439   91-0222175
         
(State or Other Jurisdiction   (Commission File No.)   (IRS Employer
of Incorporation)       Identification No.)
100 Fourth Avenue N., Suite 510, Seattle, Washington 98109
(Address of Principal Executive Offices, including Zip Code)
(206) 404-7000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 


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Item 2.02 Results of Operations and Financial Condition
     The information in Item 2.02 and Exhibit 99.1 of this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless expressly set forth by specific reference in such filing.
     On April 30, 2008, Fisher Communications, Inc. issued a press release announcing financial results for first quarter ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
     (c) On April 30, 2008, the Board of Directors of Fisher Communications, Inc. elected Jodi A. Colligan as the Company’s Vice President Finance and Chief Accounting Officer. Ms. Colligan has been Vice President Finance since 2004.
Item 9.01 Financial Statements and Exhibits
  (d)   Exhibits
  99.1   Press release issued by Fisher Communications, Inc., dated April 30, 2008.

 


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SIGNATURE
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 hereunto duly authorized.
         
 
  FISHER COMMUNICATIONS, INC.    
 
       
Dated: May 5, 2008
  By /s/ Joseph L. Lovejoy    
 
 
 
Senior Vice President & Acting Chief
   
 
  Financial Officer    

 


Table of Contents

Exhibit Index
99.1   Press release, dated April 30, 2008

 

EX-99.1 2 v40456exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1
     
(FISHER LOGO)   NEWS RELEASE
FISHER COMMUNICATIONS ANNOUNCES CONTINUED REVENUE
IMPROVEMENT WITH FIRST QUARTER 2008 RESULTS
SEATTLE, WA—(MARKETWIRE)-April 30, 2008-Fisher Communications, Inc. (NASDAQ: FSCI) today announced its financial results for the quarter ended March 31, 2008. The Company continued its trend of revenue growth.
The Company reported that revenue increased 10% for the first quarter of 2008 to a total of $37.7 million, compared to $34.2 million in the first quarter of 2007. Television revenue increased 14% for the first quarter ended March 31, 2008, compared to 2007. The improvement was due to revenue from its two new Bakersfield, California television stations, which were acquired on January 1, 2008, as well as increases in local advertising revenue for existing English and Spanish-language television stations. Excluding revenue from the new Bakersfield stations, television revenue increased 2.5% for the first quarter of 2008 compared to the first quarter of 2007.
Fisher Plaza revenue increased 19% for the first quarter of 2008, primarily as a result of increased average occupancy, rental rates and services fees compared to the same quarter of 2007. Fisher Plaza occupancy was at 98% as of March 31, 2008.
Adjusted EBITDA totaled $3.0 million for the quarter ended March 31, 2008 compared to $2.3 million in 2007. Operating Cash Flow, as defined by the Company’s debt agreements, totaled $32.2 million for the trailing-twelve-month period ended March 31, 2008 compared to $34.9 million in the same period ended March 31, 2007. Detailed calculations of these non-GAAP performance measures can be found in the “Investor Information” section of the Company’s website, www.fsci.com. Revenue from the Company’s television and radio 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 the current environment, we are pleased with the first quarter of 2008 continuing our trend of revenue growth and margin improvement in our core TV business,” said Colleen B. Brown, president and chief executive officer of Fisher Communications. “We recognize we have further room for improvement and have initiatives in place to get us there.”
First Quarter 2008 Highlight
  On January 1, 2008, the Company completed the purchase of two television stations, KBAK-TV (CBS) and KBFX-CA (FOX), from Westwind Communications, LLC for $55 million in

 


 

cash.   Both stations serve the Bakersfield, California television market, the nation’s 125th largest television market.
Loss from Continuing Operations
The Company reported a loss from continuing operations of $1.0 million for first quarter 2008, compared to a loss from continuing operations of $1.3 million for first quarter 2007. In both years, first quarter net loss was comprised of continuing and discontinued operations. Discontinued operations reflect the after-tax operating results attributable to the Company’s small-market radio stations sold or held for sale.
Annual Meeting of Shareholders and First Quarter Earnings Webcast
Fisher will hold its Annual Meeting of Shareholders today, April 30, 2008, at 10:00 AM Pacific Time. The presentations at the Annual Meeting will include information regarding the Company’s operating results for the quarter ended March 31, 2008; therefore, the Company will not hold a separate earnings conference call.
The combined Annual Meeting and first quarter 2008 earnings webcast may be accessed at the Fisher Communications Web site, www.fsci.com, by clicking on the “Investor Information” tab and selecting the “Annual Meeting of Shareholders and Q1 Earnings” heading. A replay of the webcast will be available on the Web site until Wednesday, May 14, 2008.
Definitions and Disclosures Regarding Non-GAAP Financial Information
Adjusted EBITDA is a common industry performance measure and is calculated as income from operations plus depreciation, amortization of intangible assets and broadcast rights, and non-cash stock compensation expense, minus broadcast rights payments, and amortization of non-cash benefit resulting from the change in national advertising representation firm.
Operating Cash Flow is defined by the Company’s debt agreements and is calculated as net income plus depreciation, amortization of intangible assets and broadcast rights, interest expense, provision for federal and state income taxes, dividends from equity investee, loss in operations of equity investee and non-cash stock compensation expense, minus income from discontinued operations net of income taxes, broadcast rights payments, amortization of non-cash benefit resulting from the change in national advertising representation firm, and gain on the sale of marketable securities.
###
     
CONTACT:
  Colleen B. Brown
 
  President & CEO
 
  Fisher Communications, Inc.
 
  (206) 404-6783

 


 

About Fisher Communications
Fisher Communications, Inc. is a Seattle-based communications company that owns and operates 13 full power television stations (including a 50%-owned television station), eight low power television stations and eight radio stations in the Western United States. The Company owns and operates Fisher Pathways, a satellite and fiber transmission provider; Fisher Plaza, a media, telecommunications, and data center facility located near downtown Seattle; and Pegasus News, an online start-up and hyper-local media pioneer based in Dallas. For more information about Fisher Communications, Inc., go to www.fsci.com.
Forward-looking Statement
This release may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in Fisher Communications’ most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q as filed from time to time with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Fisher Communications undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

 


 

FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 
    Three months ended
    March 31
(in thousands, except per-share amounts) Unaudited   2008   2007
 
Revenue
  $ 37,721     $ 34,243  
Costs and expenses
               
Direct operating costs
    17,494       15,816  
Selling, general and administrative expenses
    13,707       12,497  
Amortization of program rights
    2,446       2,423  
Depreciation and amortization
    3,127       2,841  
 
 
    36,774       33,577  
 
Income from operations
    947       666  
Other income, net
    1,026       1,170  
Interest expense
    (3,358 )     (3,494 )
 
Loss from continuing operations before income taxes
    (1,385 )     (1,658 )
Benefit for federal and state income taxes
    (344 )     (390 )
 
Loss from continuing operations
    (1,041 )     (1,268 )
Income (loss) from discontinued operations, net of income taxes
    (25 )     23  
 
Net loss
  $ (1,066 )   $ (1,245 )
 
 
               
Income (loss) per share:
               
From continuing operations
  $ (0.12 )   $ (0.14 )
From discontinued operations
           
 
Basic and diluted net loss per share
  $ (0.12 )   $ (0.14 )
 
Shares used in computation of basic and diluted net loss per share
    8,728       8,720  
Reclassifications
Certain amounts in the 2007 condensed consolidated statement of operations have been reclassified to conform to the 2008 presentation. Certain employment-related expenses totaling approximately $1.5 million for the three months ended March 31, 2007, which were previously reported within “Selling, general and administrative expenses,” are now reported within “Direct operating costs.
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    March 31   December 31
(in thousands) Unaudited   2008   2007
 
Assets
               
Current assets
  $ 46,980     $ 47,619  
Marketable securities, at market value
    101,910       129,223  
Other assets
    159,221       163,084  
Property, plant and equipment, net
    148,507       146,008  
 
Total assets
  $ 456,618     $ 485,934  
 
Liabilities and stockholders’ equity
               
Current liabilities
  $ 29,986     $ 29,571  
Long-term debt
    150,000       150,000  
Deferred income taxes
    34,377       45,274  
Other liabilities
    27,441       27,692  
 
Total liabilities
    241,804       252,537  
 
Stockholders’ equity, other than accumulated other comprehensive income
    151,811       152,718  
Accumulated other comprehensive income, net of income taxes
    63,003       80,679  
 
Total stockholders’ equity
    214,814       233,397  
 
Total liabilities and stockholders’ equity
  $ 456,618     $ 485,934  
 

 

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