-----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, VkBSz+1Y+4I4o+kgU8ICRciTtjHj+9pUKiEW+S0PEG7PyRMDB6u+KFxyr4pTPege A4V11R4Hk8LyCsWmcAr6ag== 0001193125-10-113248.txt : 20100510 0001193125-10-113248.hdr.sgml : 20100510 20100507195522 ACCESSION NUMBER: 0001193125-10-113248 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100510 DATE AS OF CHANGE: 20100507 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: 10813951 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 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended March 31, 2010

or

 

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

For the transition period from              to             

Commission File Number: 0-22439

 

 

FISHER COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

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

140 Fourth Ave. N., Suite 500

Seattle, Washington 98109

(Address of Principal Executive Offices) (Zip Code)

(206) 404-7000

(Registrant’s Telephone Number, Including Area Code)

 

 

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

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

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

 

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

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

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

Common Stock, $1.25 par value, outstanding as of May 3, 2010: 8,781,516

 

 

 


Table of Contents

PART I

FINANCIAL INFORMATION

 

Item 1.    Financial Statements   

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

  
1.    Condensed Consolidated Statements of Operations (unaudited):
Three months ended March 31, 2010 and 2009
   3
2.    Condensed Consolidated Balance Sheets:
March 31, 2010 (unaudited) and December 31, 2009
   4
3.    Condensed Consolidated Statements of Cash Flows (unaudited):
Three months ended March 31, 2010 and 2009
   5
4.    Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited):
Three months ended March 31, 2010 and 2009
   6
5.    Notes to Condensed Consolidated Financial Statements (unaudited)    7
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    17
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    24
Item 4.    Controls and Procedures    24
PART II   
OTHER INFORMATION   
Item 1.    Legal Proceedings    25
Item 1A.    Risk Factors    25
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    25
Item 3.    Defaults Upon Senior Securities    25
Item 4.    (Removed and Reserved)    25
Item 5.    Other Information    25
Item 6.    Exhibits    26
SIGNATURES    27
EXHIBIT INDEX    28

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

     March 31,  

(in thousands, except per-share amounts)

   2010     2009  

Revenue

   $ 35,341      $ 28,513   
                

Operating expenses

    

Direct operating costs (exclusive of depreciation and amortization and amortization of program rights)

     17,017        15,828   

Selling, general and administrative expenses

     13,546        12,440   

Amortization of program rights

     2,970        2,296   

Depreciation and amortization

     3,650        3,332   

Plaza fire expenses, net

     (91     —     

Gain on asset exchange, net

     (940     —     
                

Total operating expenses

     36,152        33,896   
                

Loss from operations

     (811     (5,383

Gain on extinguishment of senior notes, net

     —          1,792   

Other income, net

     57        294   

Interest expense

     (2,672     (3,265
                

Loss before income taxes

     (3,426     (6,562

Benefit for income taxes

     (1,247     (2,297
                

Net loss

   $ (2,179   $ (4,265
                

Net loss per share applicable to common shareholders - basic and diluted

   $ (0.25   $ (0.49
                

Weighted average shares outstanding - basic and diluted

     8,786        8,769   
                

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

(in thousands, except share and per share amounts)

   (unaudited)
March 31,
2010
    December 31,
2009
 

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 44,161      $ 43,982   

Receivables, net

     25,652        28,070   

Income taxes receivable

     13,113        11,746   

Deferred income taxes

     3,813        3,813   

Prepaid expenses and other

     2,760        4,460   

Cash surrender value of life insurance and annuity contracts

     2,463        2,626   

Television and radio broadcast rights

     4,958        7,919   
                

Total current assets

     96,920        102,616   

Cash surrender value of life insurance and annuity contracts

     15,911        15,711   

Goodwill, net

     13,293        13,293   

Intangible assets, net

     40,720        40,779   

Deferred financing fees and other

     6,240        7,590   

Deferred income taxes

     2,292        2,297   

Property, plant and equipment, net

     148,832        148,824   
                

Total Assets

   $ 324,208      $ 331,110   
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current Liabilities

    

Accounts payable

   $ 4,217      $ 3,148   

Accrued payroll and related benefits

     5,666        4,445   

Interest payable

     439        3,158   

Television and radio broadcast rights payable

     4,945        7,987   

Current portion of accrued retirement benefits

     1,100        1,100   

Other current liabilities

     6,122        6,251   
                

Total current liabilities

     22,489        26,089   

Long-term debt

     122,050        122,050   

Accrued retirement benefits

     18,029        18,023   

Other liabilities

     8,851        9,476   

Commitments and Contingencies

    

Stockholders’ Equity

    

Common stock, shares authorized 12,000,000, $1.25 par value; 8,781,516 and 8,762,383 issued and outstanding at March 31, 2010 and December 31, 2009, respectively

     10,977        10,953   

Capital in excess of par

     12,190        12,086   

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

    

Accumulated loss

     (1,524     (1,525

Prior service cost

     (130     (139

Retained earnings

     131,276        134,097   
                

Total Stockholders’ Equity

     152,789        155,472   
                

Total Liabilities and Stockholders’ Equity

   $ 324,208      $ 331,110   
                

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

     Three months ended March 31,  

(in thousands)

   2010     2009  

Operating activities

    

Net loss

   $ (2,179   $ (4,265

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

    

Depreciation and amortization

     3,650        3,332   

Deferred income taxes

     5        (1,570

Amortization of deferred financing fees

     111        130   

Amortization of broadcast rights

     2,970        2,296   

Payments for broadcast rights

     (3,050     (2,298

Gain on exchange of assets, net

     (940     —     

Gain on extinguishment of senior notes, net

     —          (1,792

Loss on disposition of property, plant and equipment

     161        —     

Amortization of short-term investment discount

     —          (290

Amortization of non-cash contract termination fee

     (365     (365

Equity in operations of equity investees

     —          39   

Stock-based compensation

     232        299   

Other

     —          44   

Change in operating assets and liabilities, net

    

Receivables

     2,191        5,465   

Prepaid expenses and other current assets

     1,886        (1,050

Cash surrender value of life insurance and annuity contracts

     (200     (176

Other assets

     90        56   

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

     2,979        (296

Interest payable

     (2,719     (3,289

Income taxes receivable and payable

     (1,190     (499

Accrued retirement benefits

     16        (4

Other liabilities

     (140     (221
                

Net cash provided by (used in) operating activities

     3,508        (4,454
                

Investing activities

    

Proceeds from sale of short-term investments

     —          50,000   

Consolidation of noncontrolling interest

     75        —     

Purchases of property, plant and equipment

     (3,259     (3,413
                

Net cash provided by (used in) investing activities

     (3,184     46,587   
                

Financing activities

    

Repurchase of senior notes

     —          (13,050

Shares settled upon vesting of stock rights

     (104     —     

Payments on capital lease obligations

     (41     (38
                

Net cash used in financing activities

     (145     (13,088
                

Net increase in cash and cash equivalents

     179        29,045   

Cash and cash equivalents, beginning of period

     43,982        31,835   
                

Cash and cash equivalents, end of period

   $ 44,161      $ 60,880   
                

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

 

     Three months ended March 31,  

(in thousands)

   2010     2009  

Net loss

   $ (2,179   $ (4,265

Other comprehensive income (loss):

    

Unrealized loss on marketable securities

     —          (37

Effect of income taxes

     —          13   

Accumulated gain

     —          20   

Effect of income taxes

     —          (7

Prior service cost

     15        15   

Effect of income taxes

     (5     (5
                

Other comprehensive income (loss)

     10        (1
                

Comprehensive loss

   $ (2,169   $ (4,266
                

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

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

2. Significant Accounting Policies and Recent Accounting Pronouncements

The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements are disclosed in the Company’s 2009 Form 10-K. With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2010, as compared to the recent accounting pronouncements described in the Company’s 2009 Annual Report on Form 10-K, that are of significance, or potential significance, to the Company.

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

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

3. Fair Value Measurements

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

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

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

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

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

As of March 31, 2010 and December 31, 2009, all of the Company’s debt was at a fixed rate and totaled $122.1 million. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The estimated fair value of the Company’s long-term debt at March 31, 2010 and December 31, 2009 was $120.8 million and $117.2 million, respectively. Fair market values are determined based on market quotes by brokers. For fixed rate debt, interest rate changes do not impact financial position, operations or cash flows.

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

4. Goodwill and Intangible Assets

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

 

     March 31, 2010    December 31, 2009
     Gross
carrying
amount
   Accumulated
amortization
    Net    Gross
carrying
amount
   Accumulated
amortization
    Net

Goodwill (1)

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

Intangible assets:

               

Broadcast licenses (1)

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

Other intangible assets

     285      —          285      285      —          285

Intangible assets subject to amortization (2)

               

Network affiliation agreement

     3,560      (555     3,005      3,560      (496     3,064
                                           

Total intangible assets

   $ 41,275    $ (555   $ 40,720    $ 41,275    $ (496   $ 40,779
                                           

 

(1) Goodwill and broadcast licenses are considered indefinite-lived assets for which no periodic amortization is recognized. The television and radio broadcast licenses are issued by the Federal Communications Commission (“FCC”) and provide the Company with the exclusive right to utilize certain frequency spectrum to air its stations’ programming. While FCC licenses are issued for only a fixed time, renewals of FCC licenses have occurred routinely and at nominal cost. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of its FCC licenses.
(2) Intangible assets subject to amortization are amortized on a straight-line basis. Total amortization expense for intangible assets subject to amortization for both the three months ended March 31, 2010 and 2009 was $59,000.

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

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

 

Year ending December 31,

    

2010

   $ 177

2011

     236

2012

     236

2013

     236

2014

     236

2015

     236

Thereafter

     1,648
      
   $ 3,005
      

5. Consulting and License Agreement

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

 

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Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

was granted an option to purchase the ownership rights to The Daily Buzz television show until September 30, 2012. The consulting and license agreement had no impact on the unaudited condensed consolidated financial statements for the three months ended March 31, 2010.

6. Local Marketing Agreement

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

7. Extinguishment of Senior Notes

In the first quarter of 2009, the Company purchased $15.2 million aggregate principal amount of its 8.625% senior notes due in 2014 (“Senior Notes”). The total consideration for the repurchase was $13.1 million in cash plus accrued interest of $498,000. A gain on extinguishment of debt of $1.8 million was recorded, net of a charge for related unamortized debt issuance costs of $308,000. The gain is presented as “Gain on extinguishment of senior notes, net” in the Company’s condensed consolidated statement of operations. The Company did not repurchase any of its Senior Notes during the three months ended March 31, 2010.

8. Television and Radio Broadcast Rights and Other Broadcast Commitments

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

As of March 31, 2010, the Company had commitments under various agreements of $36.9 million for future rights to broadcast television programs, rights to sell available advertising time on third party radio stations and commitments under certain network affiliate agreements.

9. Retirement Benefits

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

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

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

 

     Three months ended
March 31,
     2010    2009

Interest cost

   $ 254    $ 271

Amortization of loss

     10      28
             

Net periodic pension cost

   $ 264    $ 299
             

The discount rate used to determine net periodic pension cost was 5.57% and 5.50% for the three months ended March 31, 2010 and 2009, respectively.

10. Loss per share

Net income (loss) per share is based upon the weighted average number of shares outstanding during the period. Net income (loss) per share assuming dilution is based upon the weighted average number of shares and share equivalents outstanding, including

 

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Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

the potentially dilutive impact of stock options and restricted stock rights/units issued under the Company’s incentive plans. Common stock options and restricted stock rights/units are converted using the treasury stock method.

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

 

     Three months ended
March 31,
 
     2010     2009  

Net loss

   $ (2,179   $ (4,265
                

Weighted average shares outstanding - basic and diluted

     8,786        8,769   
                

Net loss per share applicable to common shareholders - basic and diluted

   $ (0.25   $ (0.49
                

For the three months ended March 31, 2010, the effect of 143,480 restricted stock rights/units and options to purchase 284,721 shares are excluded from the calculation of weighted average shares outstanding because such rights/units and options were anti-dilutive. For the three months ended March 31, 2009, the effect of 19,453 restricted stock rights/units and options to purchase 263,075 shares are excluded from the calculation of weighted average shares outstanding because such rights/units and options were anti-dilutive.

11. Stock-Based Compensation

Stock-based compensation expense for the three months ended March 31, 2010 and 2009 was $232,000 and $299,000, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.

12. Income Taxes

The Company records an income tax provision or benefit based upon its estimated annual effective tax rate, which is estimated at 36% and 35% for the three months ended March 31, 2010 and 2009, respectively.

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

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

The Company assesses the likelihood of the realizability of its deferred tax assets on a quarterly basis. Due to the uncertainty of the Company’s ability to generate state taxable income a full valuation allowance has been established on the Company’s deferred state tax assets. At March 31, 2010, the Company has not recorded a valuation allowance on its federal deferred tax assets as management believes that it is more likely than not that the Company’s federal deferred tax assets are realizable. The amount of net deferred tax assets considered realizable, however, could be reduced in the future if the Company’s projections of future taxable income are reduced or if the Company does not perform at the levels that it is projecting. This could result in an increase in the Company’s valuation allowance for federal deferred tax assets.

13. Segment Information

The Company reports financial data for three segments: television, radio and Fisher Plaza. The television segment includes the operations of the Company’s 20 owned and operated television stations (including a 50%-owned television station) and the Company’s internet business. The radio segment includes the operations of the Company’s eight radio stations and two managed radio stations. Corporate expenses are allocated to the television and radio segments based on a pro-rata basis. 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. Other includes intercompany transactions between segments and non-allocated corporate items.

 

10


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

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

 

     Three months ended
March 31,
     2010     2009

Television

   $ 26,585      $ 20,283

Radio

     5,255        4,888

Fisher Plaza

     3,518        3,342

Other

     (17     —  
              
   $ 35,341      $ 28,513
              

For the three months ended March 31, 2010 and 2009, intercompany sales amounted to $17,000 and $0, respectively, relating primarily to intercompany revenue between the Company’s television and radio segments.

Loss from continuing operations for each segment is as follows (in thousands):

 

     Three months ended
March 31,
 
     2010     2009  

Television

   $ 715      $ (3,593

Radio

     (107     (74

Fisher Plaza

     1,571        1,509   

Other

     (2,990     (3,225
                

Loss from operations

     (811     (5,383

Gain on extinguishment of senior notes, net

     —          1,792   

Other income, net

     57        294   

Interest expense

     (2,672     (3,265
                

Loss before income taxes

   $ (3,426   $ (6,562
                

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

 

     March 31,
2010
   December 31,
2009

Television

   $ 145,841    $ 150,574

Radio

     13,990      14,911

Fisher Plaza

     110,552      112,384

Other

     53,825      53,241
             
   $ 324,208    $ 331,110
             

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

14. Plaza Fire Expense

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

The Company recorded the Plaza fire expenses as incurred and recorded insurance reimbursements within operating results in the period the reimbursements were considered probable and certain. During the first quarter of 2010, the Company recorded net reimbursements of $91,000, which is included in Plaza fire expenses, net on the Company’s condensed consolidated statement of operations. In total, the Company incurred approximately $6.8 million in cash expenditures related to the Fisher Plaza fire, comprised of remediation expenses of $3.7 million and capital expenditures of $3.1 million. During the year ended December 31, 2009, the Company recognized in the consolidated statement of operations, total Plaza fire expenses of $2.7 million, consisting of a $1.5 million loss on fixed assets destroyed by the fire and $3.7 million of remediation expenses offset by $2.5 million of insurance reimbursements.

        The Company’s insurers have indicated that the event is a covered occurrence under the applicable insurance policies, and the Company and its insurers remain in active discussions regarding the Company’s remaining loss claim related to the incident. The Company currently expects that a significant portion of its incurred costs will be covered by its insurance policies; however, the actual

 

11


Table of Contents

Fisher Communications, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements—(Continued)

(Unaudited)

 

amount and timing of the reimbursement remains subject to the completion of the insurance companies’ claims adjustment process. The Company intends to vigorously assert all of its claims related to the Plaza fire as necessary.

15. Sprint Nextel Asset Exchange

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

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

The Company recognized a $940,000 gain for the three months ended March 31, 2010, which is included in gain on asset exchange, net on the Company’s condensed consolidated statement of operations. The gain represents the amount of the substitute equipment put into use during the quarter, including installation costs and net of assets disposed. This gain on asset exchange was not reported as a capital expenditure on the statement of cash flows as it was not a cash outflow.

At March 31, 2010, the Company had received approximately $942,000 of the substitute equipment that had not yet been installed. The $942,000 is recorded as deferred gain in other current liabilities on the Company’s unaudited condensed consolidated balance sheet. Once the equipment is fully installed and is in use, the deferred gain will be recorded as a gain on the Company’s condensed consolidated statement of operations.

16. Financial Information for Guarantors

At March 31, 2010, the Company had $122.1 million aggregate principal amount of Senior Notes outstanding. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by the current and future 100% owned subsidiaries of the Company.

Presented below are condensed consolidated statements of operations for the three months ended March 31, 2010 and 2009, and condensed consolidated statements of cash flows for the three months ended March 31, 2010 and 2009. Also presented are the condensed consolidated balance sheets as of March 31, 2010 and December 31, 2009. The condensed consolidated information is presented for the Company with its investments in consolidated subsidiaries accounted for under the equity method, the 100%-owned guarantor subsidiaries, eliminations, and the Company on a consolidated basis. The Company information consists primarily of corporate oversight and related activities.

 

12


Table of Contents

Financial Information for Guarantors

Condensed Consolidated Statement of Operations

For the three months ended March 31, 2010

 

(In thousands)

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

Revenue

   $ —        $ 35,341      $ —        $ 35,341   

Operating expenses

        

Direct operating costs (exclusive of depreciation and amortization and amortization of program rights)

     104        16,859        54        17,017   

Selling, general and administrative expenses

     2,662        10,938        (54     13,546   

Amortization of program rights

     —          2,970        —          2,970   

Depreciation and amortization

     392        3,258        —          3,650   

Plaza fire expenses, net

     —          (91       (91

Gain on asset exchange, net

     —          (940     —          (940
                                

Total operating expenses

     3,158        32,994        —          36,152   
                                

Loss from operations

     (3,158     2,347        —          (811

Other income, net

     155        (98     —          57   

Equity in income of consolidated subsidiaries

     1,450        —          (1,450     —     

Interest expense

     (2,655     (17     —          (2,672
                                

Loss before income taxes

     (4,208     2,232        (1,450     (3,426

Benefit for income taxes

     (2,029     782        —          (1,247
                                

Net loss

   $ (2,179   $ 1,450      $ (1,450   $ (2,179
                                

Financial Information for Guarantors

Condensed Consolidated Statement of Operations

For the three months ended March 31, 2009

 

(In thousands)

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

Revenue

   $ —        $ 28,513      $ —        $ 28,513   

Operating expenses

        

Direct operating costs (exclusive of depreciation and amortization and amortization of program rights)

     103        15,674        51        15,828   

Selling, general and administrative expenses

     2,906        9,585        (51     12,440   

Amortization of program rights

     —          2,296        —          2,296   

Depreciation and amortization

     350        2,982        —          3,332   
                                

Total operating expenses

     3,359        30,537        —          33,896   
                                

Loss from operations

     (3,359     (2,024     —          (5,383

Gain on extinguishment of senior notes , net

     1,792        —          —          1,792   

Other income, net

     302        (8     —          294   

Equity in loss of consolidated subsidiaries

     (1,375     —          1,375        —     

Interest expense

     (3,245     (20     —          (3,265
                                

Loss before income taxes

     (5,885     (2,052     1,375        (6,562

Benefit for income taxes

     (1,620     (677     —          (2,297
                                

Net loss

   $ (4,265   $ (1,375   $ 1,375      $ (4,265
                                

 

13


Table of Contents

Financial Information for Guarantors

Condensed Consolidated Balance Sheet

As of March 31, 2010

 

(In thousands)

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

ASSETS

        

Current Assets

        

Cash and cash equivalents

   $ 8,932      $ 35,229      $ —        $ 44,161   

Receivables, net

     70        25,582        —          25,652   

Due from affiliate

     8,114        (8,114     —          —     

Income taxes receivable

     13,696        (583     —          13,113   

Deferred income taxes

     947        2,866        —          3,813   

Prepaid expenses and other

     1,317        1,443        —          2,760   

Cash surrender value of annuity contracts

     2,463        —            2,463   

Television and radio broadcast rights

     —          4,958        —          4,958   
                                

Total current assets

     35,539        61,381        —          96,920   

Investment in consolidated subsidiaries

     236,652        —          (236,652     —     

Cash surrender value of life insurance and annuity contracts

     15,911        —          —          15,911   

Goodwill, net

     —          13,293        —          13,293   

Intangible assets, net

     —          40,720        —          40,720   

Deferred financing fees and other

     3,486        2,754        —          6,240   

Deferred income taxes

     2,840        (548     —          2,292   

Property, plant and equipment, net

     2,565        146,267        —          148,832   
                                

Total Assets

   $ 296,993      $ 263,867      $ (236,652   $ 324,208   
                                

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current Liabilities

        

Accounts payable

   $ 309      $ 3,908      $ —        $ 4,217   

Accrued payroll and related benefits

     810        4,856        —          5,666   

Interest payable

     439        —          —          439   

Television and radio broadcast rights payable

     —          4,945        —          4,945   

Current portion of accrued retirement benefits

     1,100        —          —          1,100   

Other current liabilities

     1,579        4,543        —          6,122   
                                

Total current liabilities

     4,237        18,252        —          22,489   

Long-term debt

     122,050        —          —          122,050   

Accrued retirement benefits

     18,029        —          —          18,029   

Other liabilities

     (112     8,963        —          8,851   

Stockholders’ Equity

        

Common stock

     10,977        1,131        (1,131     10,977   

Capital in excess of par

     12,190        164,234        (164,234     12,190   

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

        

Accumulated loss

     (1,524     —          —          (1,524

Prior service cost

     (130     —          —          (130

Retained earnings

     131,276        71,287        (71,287     131,276   
                                

Total Stockholders’ Equity

     152,789        236,652        (236,652     152,789   
                                

Total Liabilities and Stockholders’ Equity

   $ 296,993      $ 263,867      $ (236,652   $ 324,208   
                                

 

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Table of Contents

Financial Information for Guarantors

Condensed Consolidated Balance Sheet

As of December 31, 2009

 

(In thousands)

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

ASSETS

        

Current Assets

        

Cash and cash equivalents

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

Receivables, net

     —          28,070        —          28,070   

Due from affiliate

     12,810        (12,810     —          —     

Income taxes receivable

     13,757        (2,011     —          11,746   

Deferred income taxes

     947        2,866        —          3,813   

Prepaid expenses and other

     1,555        2,905        —          4,460   

Cash surrender value of life insurance and annuity contracts

     2,626        —            2,626   

Television and radio broadcast rights

     —          7,919        —          7,919   
                                

Total current assets

     40,535        62,081        —          102,616   

Investment in consolidated subsidiaries

     235,390        —          (235,390     —     

Cash surrender value of life insurance and annuity contracts

     15,711        —          —          15,711   

Goodwill, net

     —          13,293        —          13,293   

Intangible assets, net

     —          40,779        —          40,779   

Deferred financing fees and other

     3,597        3,993        —          7,590   

Deferred income taxes

     3,762        (1,465     —          2,297   

Property, plant and equipment, net

     2,998        145,826        —          148,824   
                                

Total Assets

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

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current Liabilities

        

Accounts payable

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

Accrued payroll and related benefits

     482        3,963        —          4,445   

Interest payable

     3,158        —          —          3,158   

Television and radio broadcast rights payable

     —          7,987        —          7,987   

Current portion of accrued retirement benefits

     1,100        —          —          1,100   

Other current liabilities

     1,301        4,950        —          6,251   
                                

Total current liabilities

     6,448        19,641        —          26,089   

Long-term debt

     122,050        —          —          122,050   

Accrued retirement benefits

     18,023        —          —          18,023   

Other liabilities

     —          9,476        —          9,476   

Stockholders’ Equity

        

Common stock

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

Capital in excess of par

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

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

        

Accumulated loss

     (1,525     —          —          (1,525

Prior service cost

     (139     —          —          (139

Retained earnings

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

Total Stockholders’ Equity

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

Total Liabilities and Stockholders’ Equity

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

 

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Table of Contents

Financial Information for Guarantors

Condensed Consolidated Statement of Cash Flows

For the Three months ended March 31, 2010

 

(In thousands)

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

Net cash provided by operating activities

   $ 355      $ 3,153      $ —      $ 3,508   

Investing activities

         

Consolidation of noncontrolling interest

     —          75        —        75   

Purchase of property, plant and equipment

     (159     (3,100     —        (3,259
                               

Net cash used in investing activities

     (159     (3,025     —        (3,184
                               

Financing activities

         

Shares settled upon vesting of stock rights

     (104     —          —        (104

Payments on capital lease obligations

     —          (41     —        (41
                               

Net cash used in financing activities

     (104     (41     —        (145
                               

Net increase in cash and cash equivalents

     92        87        —        179   

Cash and cash equivalents, beginning of period

     8,840        35,142        —        43,982   
                               

Cash and cash equivalents, end of period

   $ 8,932      $ 35,229      $ —      $ 44,161   
                               

Financial Information for Guarantors

Condensed Consolidated Statement of Cash Flows

For the Three months ended March 31, 2009

 

(In thousands)

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

Net cash provided by (used in) operating activities

   $ (7,183   $ 2,729      $ —      $ (4,454

Investing activities

         

Proceeds from sale of short-term investments

     50,000        —          —        50,000   

Purchase of property, plant and equipment

     (710     (2,703     —        (3,413
                               

Net cash provided by (used in) investing activities

     49,290        (2,703     —        46,587   
                               

Financing activities

         

Repurchase of senior notes

     (13,050     —          —        (13,050

Payments on capital lease obligations

     —          (38     —        (38
                               

Net cash used in financing activities

     (13,050     (38     —        (13,088
                               

Net increase (decrease) in cash and cash equivalents

     29,057        (12     —        29,045   

Cash and cash equivalents, beginning of period

     31,141        694        —        31,835   
                               

Cash and cash equivalents, end of period

   $ 60,198      $ 682      $ —      $ 60,880   
                               

17. Subsequent Event

In May 2010, the Company repurchased $7.4 million aggregate principal amount of Senior Notes for approximately $7.3 million in cash plus accrued interest. An estimated net loss on extinguishment of debt of $66,000 will be recorded in the second quarter of 2010.

 

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

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

This discussion is intended to provide an analysis of significant trends and material changes in our financial condition and operating results during the three months ended March 31, 2010, compared with the corresponding period in 2009.

Overview

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

Our broadcasting operations receive revenue from the sale of local, regional and national advertising and, to a much lesser extent, from retransmission consent fees, network compensation, tower rental and commercial production activities. Our operating results are, therefore sensitive to broad economic trends that affect the broadcasting industry in general, as well as local and regional trends, particularly those affecting the Pacific Northwest economy. The advertising revenue of our stations is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring, and retail advertising in the period leading up to and including the holiday season. In addition, advertising revenue is generally higher during 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, KOMO TV and KATU TV, accounted for approximately 61% of our television broadcasting revenue and are affiliated with the ABC Television Network. Nine of our television stations (including a 50%-owned television station) are affiliated with the CBS Television Network, six of our television stations are affiliated with Univision (Spanish language), one of our television stations is affiliated with the FOX Television Network and the remainder of our television stations are independent. Our broadcasting operations are subject to competitive pressures from traditional broadcasting sources, as well as from alternative methods of delivering information and entertainment, and these pressures may cause fluctuations in operating results.

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

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

 

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Table of Contents

Significant Developments

The following significant developments affect the comparability of our financial statements for the three months ended March 31, 2010 and 2009.

ACME Agreement. In March 2010, we entered into a three year consulting and license agreement with ACME Television, LLC (“ACME”) which is effective April 1, 2010. Under the terms of the agreement we provide consulting services to ACME’s The Daily Buzz television show and we also license certain assets of the program in order to produce unique content to be distributed on both traditional broadcast and newly created digital platforms. In conjunction with the agreement, we were granted an option to purchase the ownership rights to The Daily Buzz television show until September 30, 2012. The consulting and license agreement had no impact on the financial statements for the three months ended March 31, 2010.

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

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

Retransmission Agreements. In the fourth quarter of 2008 and during 2009 we executed retransmission consent agreements with substantially all of our satellite and cable distribution partners. Retransmission revenue increased $1.7 million to $2.6 million from the first quarter of 2009. The 2009 amount excluded $906,000 of cable retransmission consent fees attributable to the first quarter of 2009 under contracts with several cable distribution partners that were executed in the third quarter of 2009. Including the $906,000 of retransmission revenue recorded in the third quarter of 2009 but attributable to the first quarter of 2009, 2010 retransmission revenue increased $0.8 million, or 41% from first quarter of 2009.

Repurchase of Senior Notes. In the first quarter of 2009, we repurchased $15.2 million aggregate principal amount of our 8.625% senior notes due 2014, for total consideration of $13.1 million in cash plus accrued interest of $498,000. We recorded a gain on extinguishment of debt of approximately $1.8 million net of a charge for related unamortized debt issuance costs of $308,000 for the three months ended March 31, 2009.

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

Fisher Plaza Fire. In July 2009, an electrical fire contained within a garage level equipment room of the east building of Fisher Plaza disrupted city-supplied electrical service to that building. A third-party investigation concluded that the fire appears to have been caused by a malfunction of bus duct equipment manufactured by a third-party. We recorded the Plaza fire expenses as incurred and recorded insurance reimbursements within operating results in the period the reimbursements were considered probable and certain. All of the final repairs and equipment replacement have been completed as of December 31, 2009. During the first quarter of 2010, we recorded net reimbursements of $91,000.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, but not limited to, those affecting revenue, goodwill, intangibles and television and broadcast rights impairment, the useful lives of tangible and intangible assets, valuation allowances for deferred tax assets, accounts and insurance receivables and broadcast rights, stock-based compensation expense, income tax provisions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or

 

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utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2009 and elsewhere in this quarterly report on Form 10-Q. Except as otherwise required by law, we do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

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

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

Consolidated Results of Operations

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

 

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The following table sets forth our results of operations for the three months ended March 31, 2010 and 2009, including the dollar and percentage variances between such periods. Percentage variances have been omitted where they are not considered meaningful.

 

     Three months ended
March 31,
    Variance  

(dollars in thousands)

   2010     2009     $     %  
(unaudited)                         

Revenue

        

Television

   $ 26,585      $ 20,283      $ 6,302      31

Radio

     5,255        4,888        367      8

Fisher Plaza

     3,518        3,342        176      5

Other

     (17     —          (17  
                          

Consolidated

     35,341        28,513        6,828      24

Direct operating costs

        

Television

     13,032        12,058        974      8

Radio

     2,417        2,285        132      6

Fisher Plaza

     1,017        947        70      7

Other

     551        538        13      2
                          

Consolidated

     17,017        15,828        1,189      8

Selling, general and administrative expenses

        

Television

     8,426        7,366        1,060      14

Radio

     2,751        2,479        272      11

Fisher Plaza

     241        123        118      96

Other

     2,128        2,472        (344   -14
                          

Consolidated

     13,546        12,440        1,106      9

Amortization of program rights

        

Television

     2,970        2,296        674      29

Radio

     —          —          —       
                          

Consolidated

     2,970        2,296        674      29

Depreciation and amortization

        

Television

     2,382        2,156        226      10

Radio

     194        198        (4   -2

Fisher Plaza

     780        763        17      2

Other

     294        215        79      37
                          

Consolidated

     3,650        3,332        318      10

Plaza fire expenses, net

        

Fisher Plaza

     (91     —          (91  
                          

Consolidated

     (91     —          (91  

Gain on asset exchange, net

        

Television

     (940     —          (940  
                          

Consolidated

     (940     —          (940  

Income (loss) from operations

        

Television

     715        (3,593     4,308     

Radio

     (107     (74     (33  

Fisher Plaza

     1,571        1,509        62     

Other

     (2,990     (3,225     235     
                          

Consolidated

     (811     (5,383     4,572     

Gain on extinguishment of senior notes, net

     —          1,792        (1,792  

Other income, net

     57        294        (237  

Interest expense

     (2,672     (3,265     593     
                          

Loss before income taxes

     (3,426     (6,562     3,136     

Benefit for income taxes

     (1,247     (2,297     1,050     
                          

Net loss

   $ (2,179   $ (4,265   $ 2,086     
                          

Comparison of Three months ended March 31, 2010 and 2009

Revenue

The U.S. financial crisis and broader economic recession resulted in sharp declines in advertising spending in 2009, which had a negative impact on our television and radio revenue. However, we have seen signs of recovery in the first quarter of 2010 reflected in increases in advertising revenue for both television and radio for the three months ended March 31, 2010 compared to the similar period in 2009.

Automotive-related advertising, one of our largest advertising categories, increased 55% for the three months ended March 31, 2010 as compared to the same period in 2009. Other categories including retail (increased 17%) and professional services (increased 20%) have also shown improvement as compared to the same period 2009.

Television revenue increased $6.3 million or 31% in the three months ended March 31, 2010 compared to the same period in 2009, which is attributable to increases in local and national advertising revenue of 19%, as well as increases in political spending of $716,000 and increases in retransmission revenue of $1.7 million. Retransmission revenue increased as a result of new retransmission consent agreements with over 50 distribution partners in the fourth quarter of 2008 and in 2009. Retransmission revenue for the first quarter of 2009 does not include $906,000 of cable retransmission consent fees attributable to that quarter as certain contracts were not executed until the third quarter of 2009. Including the $906,000 of retransmission revenue recorded in the third quarter of 2009 but attributable to the first quarter of 2009, 2010 retransmission revenue increased $0.8 million, or 41% from first quarter 2009.

 

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Revenue from our ABC-affiliated stations increased 33% in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to increases in local and national advertising revenue and increased retransmission revenue. Revenue from our CBS-affiliated stations increased 23% for the three months ended March 31, 2010 compared to the same period in 2009, also primarily due to increased local and national advertising revenue and increased retransmission revenue. Revenue from our Spanish-language television stations increased 12% in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to increased national advertising revenue and retransmission revenue.

Radio revenue increased 8% in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to an increase in national advertising revenue driven by higher ratings.

Fisher Plaza revenue increased 5% in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to increased rental revenue and service fees, as well as increased electrical infrastructure fees and tenant reimbursements. As of March 31, 2010, approximately 95% of Fisher Plaza was occupied or committed for occupancy (40% was occupied by Fisher entities).

Direct operating costs

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

Direct operating costs for the television segment increased $974,000 in the three months ended March 31, 2010 compared to the same period in 2009. The increase reflects an increase in our network programming costs following the renewal of our ABC affiliation agreement and an increase in payroll taxes and employee benefits.

Direct operating costs increased for the radio segment $132,000 in the three months ended March 31, 2010 compared to the same period in 2009. The increase was primarily due to fees from our LMA with South Sound.

Direct operating costs increased at Fisher Plaza $70,000 in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to planned maintenance activities and an increase in property taxes.

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

Selling, general and administrative expenses

The increase of $1.1 million in selling, general and administrative expenses in our television segment in the three months ended March 31, 2010 compared to the same period in 2009 was primarily due to increased sales commissions on higher national and local revenue.

The increase of $272,000 in selling, general and administrative expenses in our radio segment in the three months ended March 31, 2010 compared to the same period in 2009 was primarily due to higher sales commissions related to the increase in radio revenue.

Selling, general and administrative expenses increased $118,000 at Fisher Plaza in the three months ended March 31, 2010 compared to the same period in 2009 due to a loss on disposal of assets.

Other selling, general and administrative expenses decreased $344,000 in the three months ended March 31, 2010 compared to the same period in 2009 primarily due to a decrease in supplemental retirement plan expenses resulting from an actuarial gain on the death benefit for certain life insurance and annuity contracts, as well as a decrease in consulting and legal fees.

Amortization of program rights

Amortization of program rights for our television segment increased in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to the addition of new programs for broadcast on our KOMO TV and KATU TV stations.

Depreciation and amortization

Depreciation and amortization for our television segment increased $226,000 in the three months ended March 31, 2010 compared to the same period in 2009 primarily due to the fixed asset additions as a result of the Sprint Nextel exchange.

Depreciation and amortization for our radio segment remained fairly consistent with the same period in 2009.

Depreciation and amortization for our Fisher Plaza segment increased $17,000 during the three months ended March 31, 2010 primarily as a result of fixed asset replacement expenditures related to the Fisher Plaza fire.

 

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Other depreciation and amortization increased $79,000 in the three months ended March 31, 2010 compared to the same period in 2009, primarily due to asset additions associated with information technology infrastructure replacements or upgrades.

Plaza fire expenses, net

Plaza fire expenses, net of $91,000 represent net insurance reimbursements related to the July 2009 Fisher Plaza fire.

Other income, net

Other income, net, typically consists of interest and other miscellaneous income received. The decrease of $237,000 in the three months ended March 31, 2010 compared to the same period in 2009 was due to a decline in interest rates and cash balances.

Gain on extinguishment of senior notes, net

During the three months ended March 31, 2009, we repurchased $15.2 million aggregate principal amount of our Senior Notes for total consideration of $13.1 million in cash plus accrued interest of $498,000. A gain on extinguishment of debt of $1.8 million was recorded net of a charge for related unamortized debt issuance costs of $308,000. We did not repurchase any of our Senior Notes during the three months ended March 31, 2010.

Interest expense

Interest expense consists primarily of interest on our Senior Notes and amortization of the related financing fees. Interest expense in the three months ended March 31, 2010 decreased from the same period in 2009, primarily due to the decline in the principal balance following our repurchase of Senior Notes during 2009.

Benefit for income taxes

Our effective tax was 36% and 35% for 2010 and 2009, respectively. Our effective tax rate is calculated on the statutory rate of 35%, increased or decreased for estimated permanent differences, including non-deductible expenses, and changes in discrete or other non-recurring items, including federal or state tax audit adjustments. We record our income tax provision or benefit based upon our estimated annual effective tax rate.

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

Liquidity and Capital Resources

Liquidity

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

The recent economic recession and the ongoing tight investment and credit markets significantly negatively impacted advertising spending by our customers in various categories. While general economic conditions somewhat improved in the first quarter of 2010, if the improvement is not sustained we believe that our revenue, cash flow from operations and net income may again be negatively impacted and may decline.

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

Capital Resources

Cash and cash equivalents were approximately $44.2 million as of March 31, 2010 compared to cash and cash equivalents of $44.0 million as of December 31, 2009.

 

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

As of March 31, 2010, we had outstanding $122.1 million aggregate principal amount of our Senior Notes. See “Description of Indebtedness” below. Under the indenture governing our Senior Notes (the “Senior Notes Indenture”), we currently have the ability to incur up to $40 million of additional indebtedness. The Senior Notes Indenture contains certain restrictive and financial covenants applicable to our business, and we analyze our compliance with those covenants on an ongoing basis.

Net cash provided by (used in) operating activities

Net cash provided by operating activities for the three months ended March 31, 2010 of $3.5 million consists of our net loss of $2.2 million, adjusted for non-cash charges of $5.8 million, which consisted primarily of depreciation and amortization, amortization of broadcast rights, stock-based compensation, loss on disposal of fixed assets and gain on exchange of assets, offset by $3.1 million of payments for broadcast rights and changes in working capital, most notably the decrease of receivables of $2.2 million, decrease in prepaid and other current assets of $1.9 million, increase in accounts payable and other accrued liabilities of $3.0 million, increase in income taxes receivable of $1.2 million and decrease of interest payable of $3.0 million. Net cash used in operating activities in 2009 of $4.5 million consisted of our net loss of $4.3 million, adjusted by non-cash charges of $2.1 million which consisted primarily of depreciation and amortization, amortization of program rights, stock-based compensation, loss on disposal of fixed assets and gain on extinguishment of Senior Notes, offset by payments for broadcast rights of $2.3 million and changes in working capital, most notably the decrease of receivables of $5.5 million, increase in prepaid and other current assets of $1.1 million and decrease of interest payable of $3.3 million.

Net cash provided by (used in) investing activities

During the three months ended March 31, 2010, cash used in investing activities consisted primarily of $3.3 million in purchases of property, plant and equipment, offset by $75,000 from the consolidation of noncontrolling interest. During the three months ended March 31, 2009, cash provided by investing activities consisted primarily of proceeds from the sale of short-term investments of $50.0 million, offset by $3.4 million for the purchase of property, plant and equipment.

Net cash used in financing activities

Net cash used in financing activities for the three months ended March 31, 2010 was $145,000, which was comprised of payments on capital lease agreements and net share settlement of stock compensation tax obligations for employees. Net cash used in financing activities for the three months ended March 31, 2009 of $13.1 million consisted of the retirement of $15.2 million aggregate principal amount of Senior Notes for total consideration of $13.1 million in cash.

Description of Indebtedness

At March 31, 2010, we had $122.1 million aggregate principal amount of our Senior Notes outstanding. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by our current and future material domestic subsidiaries. Interest on the Senior Notes is payable semiannually in arrears on March 15 and September 15 of each year. The Senior Notes are due on September 15, 2014.

The indenture governing our senior notes contains provisions that limit our ability to distribute proceeds from asset sales. In the event that we do not use the proceeds from asset sales for qualifying purposes (as specified in the indenture) within 360 days from the date of sale, we will be required to offer to repurchase outstanding senior notes at par value to the extent of such unused proceeds. Under the indenture, qualifying purposes include: (i) repayment of secured indebtedness; (ii) purchase of assets used or useful in our business; (iii) certain acquisitions of other companies; (iv) expenditures used or useful in our business; and (v) certain investments in our company or our subsidiaries. We were in compliance with all debt covenant requirements at March 31, 2010.

We are subject to various debt covenants and other restrictions under the indenture, including the requirement for early payments upon the occurrence of certain events, the violation of which could require repayment of the senior notes and affect our credit rating and access to other financing.

Recent Accounting Pronouncements

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

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

At March 31, 2010 and December 31, 2009, all of our debt was at a fixed rate and totaled $122.1 million. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The estimated fair value of our long-term debt at March 31, 2010 was $120.8 million, which was approximately $1.3 million less than its carrying value. The estimated fair value of our long-term debt at December 31, 2009 was approximately $117.2 million, which was approximately $4.9 million less than its carrying value. Market risk is estimated as the potential change in fair value resulting from a hypothetical 10% change in interest rates and, as of March 31, 2010, amounted to $4.6 million. Fair market values are determined based on market quotes by brokers. For fixed rate debt, interest rate changes do not impact financial position, operations or cash flows.

 

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of our fiscal quarter ended March 31, 2010. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of our fiscal quarter ended March 31, 2010, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We made no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We intend to continue to refine our internal control over financial reporting on an ongoing basis, as we deem appropriate with a view towards continuous improvement.

 

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PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

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

 

ITEM 1A. RISK FACTORS

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

 

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

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

 

ITEM 4. (REMOVED AND RESERVED)

None.

 

ITEM 5. OTHER INFORMATION

None.

 

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ITEM 6. EXHIBITS

 

  10.1+    Fisher Communications, Inc. 2010 Management Short-Term Incentive Plan (filed herewith)
31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1    Section 1350 Certification of Chief Executive Officer.
32.2    Section 1350 Certification of Chief Financial Officer.

 

+ Management contract or compensatory plan or arrangement.

 

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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.
Date: May 10, 2010  

/S/    JOSEPH L. LOVEJOY        

 

Joseph L. Lovejoy

Senior Vice President and

Chief Financial Officer

(Signing on behalf of the registrant and as

Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit

No.

  

Description

  10.1+    Fisher Communications, Inc. 2010 Management Short-Term Incentive Plan (filed herewith)
31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1    Section 1350 Certification of Chief Executive Officer.
32.2    Section 1350 Certification of Chief Financial Officer.

 

+ Management contract or compensatory plan or arrangement.

 

28

EX-10.1 2 dex101.htm FISHER COMMUNICATIONS, INC. 2010 MANAGEMENT SHORT - TERM INCENTIVE PLAN Fisher Communications, Inc. 2010 Management Short - Term Incentive Plan

Exhibit 10.1

Fisher Communications, Inc. Management Short Term Incentive Plan -2010

 

 

Purpose

The purpose of the Management Short Term Incentive Plan (the Plan) is to reward performance by focusing Fisher Communications key management employees on setting high standards and achieving performance goals.

Administration of the Plan

The Compensation Committee of the Board of Directors of Fisher Communications (the Committee) will approve final disposition of all matters pertaining to the administration of the Plan. The Committee’s decisions affecting the construction of the Plan will be final and binding on all parties.

The President and Chief Executive Officer (CEO) of Fisher Communications, on behalf of the Committee, has the responsibility to administer the Plan. The CEO will review goals for all plan participants. The Committee will review and approve Company financial goals, individual goals and final performance results and payouts.

Responsibilities for actions taken under the Plan and associated time frames are:

 

Responsibilities

  

CEO

  

Participant

  

Finance and
Administration

  

Committee

Goal setting for upcoming year

(Company financial and individual)

   December 2009-January 2010    December 2009-January 2010    October 2009-December 2009   
Goal approval for upcoming year             March 2010
Evaluation of performance results at the end of the Plan period    January 2011-February 2011       January 2011-February 2011   
Calculation of payouts    March 2011       March 2011   
Approval of payouts and performance results for previous year             March 2011
Communication of payouts    March 2011         
Payouts to participants       By March 15, 2011      


Fisher Communications, Inc. Management Short Term Incentive Plan -2010

 

 

 

Plan Period

The plan period is defined as January 1, 2010 through December 31, 2010.

Plan Participants

Participants in the Plan will be corporate officers and other key management employees approved by the Committee that are responsible for directing and performing functions that have significant impact on Fisher Communications’ performance. At the current time they are:

 

   

President and Chief Executive Officer

 

   

Senior Vice President, Chief Financial Officer

 

   

Senior Vice President, Operations

 

   

Senior Vice President, General Counsel and Corporate Secretary

 

   

Vice President, Principal Accounting Officer

 

   

Vice President, Human Resources and Administration

 

   

Vice President, Business Development

Newly hired employees who are added as participants to the Plan during the year may receive prorated incentive awards as recommended by the CEO and approved by the Committee.

Plan Performance Measures and Weights

Performance measures are established before the end of the first quarter of the Plan period.

Performance measures for all of the above employees will consist of 80% of the incentive based on Company Financial Performance or Fisher’s Adjusted EBITDA (which may be adjusted for certain circumstances by the Compensation Committee) and 20% of the incentive based on the achievement of individual objectives.

Award payments for Adjusted EBITDA component will be based on the Payout as a Percent of Target which corresponds to the EBITDA achievement as a percent of target. The EBITDA payout will be calculated as follows: Payout as a percent of target x participant’s target bonus percent x 80%.

The individual objectives component is based on a pool that also varies by the EBITDA achievement. The minimum funding level for the pool is .8 x sum of participants’ target bonus x 20%. The pool funding increases with levels of EBITDA achievement such that the pool is funded at 90% of the target opportunity at 90% EBITDA achievement and 100% at 100% EBITDA achievement. Above 100% EBITDA achievement the pool increases 5% for every 1% increase in EBITDA achievement. For example, if EBITDA achievement is 110% of target, the individual objectives pool is 150%. If EBITDA achievement is 120% of target or higher, the individual pool is 200% of the target pool. Individual awards will vary based on individual performance. The sum of all individual awards will not exceed the total pool.


Fisher Communications, Inc. Management Short Term Incentive Plan -2010

 

 

 

Please refer to the Corporate Matrix for illustration of award potential for the Adjusted EBITDA component of the incentive. Please refer to the Individual Matrix for illustration of award potential for the individual objectives component of the incentive.

Award Schedule

At the beginning of the Plan year, a performance/payout schedule will be developed that specifies threshold, target, and maximum Company financial performance levels and the corresponding percentage of the target award that would be earned for each performance level. Additionally, individual objectives are developed and approved by the CEO.

Target Incentive Awards

Target incentive awards are expressed as a percentage of base salary and vary by position level and accountabilities.

Payment of Awards

A participant’s payout is calculated as follows:

 

   

Confirm target opportunity as % of base salary

 

   

Assess level of Company financial performance versus target performance

 

   

Assess level of individual objective performance versus target performance

 

   

Determine payout as a percent of target for Company financial and individual performance results

Termination

Retirement or Disability — In the event of termination of employment through retirement or as a result of total disability as defined in Fisher Broadcasting benefit plans, the award will be prorated for the number of months of the year completed prior to termination. Retirement is defined as termination of employment on or after age 65. The award is contingent upon actual performance against goals during the months served. The award will be paid out at the normal payout date or earlier, at the discretion of the Committee.

Death — If the participant dies, any unpaid awards will be paid to his or her estate in one lump sum. The amount of the award will be prorated for the number of months of the year completed prior to the participant’s death. The award is contingent upon actual performance against goals during the months served. The award will be paid out at the normal payout date or earlier, at the discretion of the Committee.

Termination for Reasons Other Than Retirement, Disability or Death — In the event of termination of employment for any other reason, the participant will not be entitled to any incentive compensation for the Plan period subsequent to termination, unless otherwise approved by the Committee.


Fisher Communications, Inc. Management Short Term Incentive Plan -2010

 

 

 

Amendment or Termination of the Plan — The Committee may terminate, amend or modify this Plan at any time.

Other Considerations

Right of Assignment — No right or interest in the Plan is assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including levy, garnishment, attachment, pledge, or bankruptcy.

Right of Employment — Participation under this Plan does not guarantee any right to continued employment; management reserves the right to dismiss participants. Participation in any one Plan period does not guarantee the participant the right to participation in any subsequent Plan period.

Withholding for Taxes — Fisher Broadcasting has the right to deduct from all awards under this Plan any taxes required by law to be withheld with respect to such payments.


Fisher Communications, Inc. Management Short Term Incentive Plan -2010

 

 

 

Corporate Matrix

 

Corporate Performance

(EBITDA) as a % of

Target

  

Payout As a % of

Target

80%

   0%

81%

   1%

82%

   8%

83%

   10%

84%

   13%

85%

   15%

86%

   18%

87%

   23%

88%

   28%

89%

   33%

90%

   38%

91%

   43%

92%

   48%

93%

   53%

94%

   60%

95%

   68%

96%

   75%

97%

   83%

98%

   90%

99%

   98%

100%

   100%

101%

   105%

102%

   110%

103%

   115%

104%

   120%

105%

   125%

106%

   130%

107%

   135%

108%

   140%

109%

   145%

110%

   150%

111%

   155%

112%

   160%

113%

   165%

114%

   170%

115%

   175%

116%

   180%

117%

   185%

118%

   190%

119%

   195%

120%

   200%


Fisher Communications, Inc. Management Short Term Incentive Plan -2010

 

 

 

Individual Matrix

 

Corporate Performance

(EBITDA) as a % of

Target

  

Pool Funding

as a % of Target
Pool

< 80.00%

   80%

80.00%

   80%

85.00%

   85%

90.00%

   90%

95.00%

   95%

100.00%

   100%

105.00%

   125%

110.00%

   150%

115.00%

   175%

120.00%

   200%
Pool amount interpolated between levels show
EX-31.1 3 dex311.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CEO Rule 13a-14(a)/15d-14(a) Certification of CEO

Exhibit 31.1

CERTIFICATION

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: May 10, 2010

 

/s/ Colleen B. Brown
Colleen B. Brown
President and Chief Executive Officer
EX-31.2 4 dex312.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CFO Rule 13a-14(a)/15d-14(a) Certification of CFO

Exhibit 31.2

CERTIFICATION

I, Joseph L. Lovejoy, 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: May 10, 2010

 

/s/ Joseph L. Lovejoy
Joseph L. Lovejoy
Senior Vice President and
Chief Financial Officer
EX-32.1 5 dex321.htm SECTION 1350 CERTIFICATION OF CEO Section 1350 Certification of CEO

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 March 31, 2010 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.

Date: May 10, 2010

 

/s/ Colleen B. Brown
Colleen B. Brown
President and Chief Executive Officer
EX-32.2 6 dex322.htm SECTION 1350 CERTIFICATION OF CFO Section 1350 Certification of CFO

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 March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Joseph L. Lovejoy, 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.

Date: May 10, 2010

 

/s/ Joseph L. Lovejoy
Joseph L. Lovejoy
Senior Vice President and
Chief Financial Officer
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