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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13D OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
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 000-22439
FISHER COMPANIES INC.
(Exact name of registrant as specified in its charter)
Washington 91-0222175
(State of Incorporation) (IRS Employer Identification No.)
1525 One Union Square
600 University Street, Seattle, Washington 98101-3185
(Address of principal executive offices) (Zip Code)
(206) 624-2752
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.25 par value
(Title of Class)
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 periods 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 _______
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [_].
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 15, 2000, based on the last sale price quoted on the OTC
Bulletin Board, was approximately $294,898,000.
The number of shares outstanding of each of the registrant's classes of
common stock as of March 15, 2000 was:
Title of Class Number of Shares Outstanding
-------------- ----------------------------
Common Stock, $1.25 Par Value 8,550,690 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to the Annual Meeting of Shareholders
to be held on April 27, 2000, are incorporated by reference under Part III of
this Report.
PART I
ITEM 1. BUSINESS.
Through its operating subsidiaries, Fisher Companies Inc. (the "Company")
is actively engaged in television and radio broadcasting, the operation of
satellite teleports, the development of other emerging technologies, and
television programming production and syndication; flour milling and bakery
products distribution; and real estate investment and proprietary property
management. The Company was founded in 1910, and is incorporated in Washington.
The Company provides direction and guidance to its operating subsidiaries.
Note 10 to the consolidated financial statements contains information
regarding the Company's industry segments for the years ended December 31, 1999,
1998, and 1997.
BROADCASTING OPERATIONS
INTRODUCTION
The Company's broadcasting operations are conducted through Fisher
Broadcasting Inc. ("Fisher Broadcasting"), a Washington corporation. The Company
owns all of the outstanding capital stock of Fisher Broadcasting, except that 3%
of the outstanding shares of a class of nonvoting participating preferred stock
is owned by third parties. Fisher Broadcasting owns and operates, directly or
through subsidiaries in Washington, Oregon Montana, Idaho, California and
Georgia, twelve network-affiliated television stations (and a 50% interest in a
thirteenth television station), 26 radio stations, and two broadcast satellite
teleports, and provides emerging media development services. Fisher
Broadcasting's television stations reach more than 4,200,000 households, or 4.2%
of all U.S. television households (Nielsen Media Research). Its radio stations
collectively represent the 26th largest radio group in the U.S. by revenue size
(National Association of Broadcasters). Fisher Broadcasting's satellite
teleports serve many of the Northwest's businesses and local, national and
international news organizations.
U. S. television markets are defined by Nielsen Media Research. Two of
Fisher Broadcasting's television stations are located in top 25 television
markets: KOMO TV 4 (ABC) Seattle-Tacoma, Washington, market rank 12; and KATU
Television 2 (ABC), Portland, Oregon, market rank 23. One is located in
television markets 50 to 100: KJEO TV 47 (CBS) Fresno-Visalia, California,
market rank 54. The ten remaining television stations are located in markets 100
to 166: WFXG TV 54 (Fox), Augusta, Georgia, market rank 111; KVAL TV 13 (CBS),
Eugene, Oregon and its satellite stations KPIC TV 4 (CBS), Roseburg, Oregon (50%
owned by Fisher Broadcasting) and KCBY TV 11 (CBS), Coos Bay, Oregon, market
rank 122; KIMA TV 29 (CBS), Yakima, Washington and its satellite stations KEPR
TV 19 (CBS), Pasco, Washington and KLEW TV (3), Lewiston, Idaho, market rank
124; KBCI TV 2 (CBS), Boise, Idaho, market rank 125; WXTX 54 (Fox), Columbus,
Georgia, market rank 127; and KIDK 3 (CBS), Idaho Falls, Idaho, market rank 166.
See Broadcasting Operations - "Television - KOMO TV," "Television -KATU
Television" and "Television - Fisher Television Regional Group." Fisher
Broadcasting's radio operations are concentrated in large, medium and small
markets located in Washington, Oregon and Montana (see "Broadcasting Operations-
Radio - Seattle Radio Market; Portland Radio Market; and - Medium - and Small-
Market Radio Operations").
Fisher Communications Inc. ("FishComm"), a wholly owned subsidiary of
Fisher Broadcasting, owns and operates Fisher Broadcasting's satellite teleport
services, Internet services, and emerging media development operations.
Fisher Entertainment, an operating unit of Fisher Broadcasting, supplies
programming for cable networks, broadcast syndication and emerging media. Its
programming sources are internal content development, programming created
through alliances with third party producers and repackaging of existing Fisher
Broadcasting library product.
As of December 31, 1999, Fisher Broadcasting employed 1,339 full- and part-
time employees.
ACQUISITION
On July 1, 1999, Fisher Companies Inc. and Fisher Broadcasting Inc.
completed acquisition of the broadcasting assets of Retlaw Enterprises, Inc., a
California corporation, and eight wholly-owned limited liability companies. The
broadcast assets acquired consist of ten network-affiliated television stations
in seven markets located in California, the Pacific Northwest, and Georgia, as
well as a fifty percent stock interest South West Oregon Television Broadcasting
Corporation, licensee of a television station in Roseburg, Oregon.
2
Total consideration for the assets acquired was $216.7 million, which
included $7.6 million of working capital. The acquisition was financed from
proceeds of Senior Credit Facilities with Bank of America National Trust and
Savings Association as Administrative Agent, Credit Suisse First Boston as
Syndication Agent, and other financial institutions party thereto.
Currently, the two acquired stations located in Columbus, Georgia and
Augusta, Georgia are operated as a combined L.L.C that is known as Fisher
Broadcasting - Georgia, L.L.C. The acquired station in Fresno, California is
also operated as an L.L.C. and is known as Fisher Broadcasting - Fresno, L.L.C.
The station in Roseburg, Oregon, continues to be owned by South West Oregon
Television Broadcasting Corporation, and is managed by Fisher Broadcasting Inc.
The remaining acquired television stations are owned and operated by Fisher
Broadcasting Inc. The entire group of eleven stations operates under the name
Fisher Television Regional Group. (See "Television - Fisher Television Regional
Group.")
TELEVISION
General Overview
Commercial television broadcasting began in the United States on a regular
basis in the 1940s. There are a limited number of channels available for
broadcasting in any one geographic area, and the license to operate a television
station is granted by the Federal Communications Commission ("FCC"). Television
stations that broadcast over the very high frequency ("VHF") band (channels 2-
13) of the spectrum generally have some competitive advantage over television
stations that broadcast over the ultra-high frequency ("UHF") band (channels
above 13) of the spectrum because VHF channels usually have better signal
coverage and operate at a lower transmission cost. However, the improvement of
UHF transmitters and receivers, the complete elimination from the marketplace of
VHF-only television receivers and the expansion of cable and satellite
television systems have reduced the competitive advantage of stations
broadcasting over the VHF band.
Television station revenues are primarily derived from the sale of local,
regional and national advertising and, to a much lesser extent, from network
compensation and studio rental and commercial production activities. Broadcast
television stations' heavy reliance on advertising revenues renders the stations
vulnerable to cyclical changes in the economy. The size of advertisers' budgets,
which are affected by broad economic trends, affect the broadcast industry in
general and, specifically, the revenues of individual broadcast television
stations. Events outside the Company's control can adversely affect advertising
revenues. For example, the Company has experienced declines in advertising
revenue during some periods as a result of strikes in major industries and as a
result of acquisitions of advertising clients by buyers that do not place
advertising with Fisher Broadcasting stations.
Television stations in the country are grouped by Nielsen Media Research
("Nielsen"), a company that provides audience measuring services, into
approximately 210 generally recognized television markets that are ranked in
size according to various formulae based upon an actual or potential audience.
Each market is designated as an exclusive geographic area consisting of all
counties in which the home-market commercial stations receive the greatest
percentage of total viewing hours.
Nielsen periodically publishes data on estimated audiences for television
stations in the various markets throughout the country. These estimates are
expressed in terms of the percentage of the total potential audience viewing a
station in the market (the station's "rating") and of the percentage of the
audience actually watching television (the station's "share"). Nielsen provides
such data on the basis of total television households and selected demographic
groupings in the market. The specific geographic markets are called Designated
Market Areas, or "DMAs."
Historically, three major broadcast networks, ABC, CBS, and NBC, dominated
broadcast television. In recent years, The Fox Network ("Fox") has effectively
evolved into the fourth major network, although the hours of network programming
produced by Fox for its affiliated stations are fewer than those produced by the
other three major networks. In addition, the United-Paramount Network ("UPN")
and the Warner Brothers Network ("WB") have launched new television networks
with a limited amount of weekly programming (see "Broadcasting Operations -
Television - Network Affiliations").
The affiliation by a television station with one of the four major networks
has a significant impact on the composition of the station's programming,
revenues, expenses and operations. A typical affiliated station receives
approximately 9 to 10 hours of each day's programming from the network. This
programming, along with cash payments ("network compensation"), is provided to
the affiliate by the network in exchange for a substantial majority of the
advertising time sold during the airing of network programs. The network then
sells this advertising time for its own account. The affiliate retains the
revenues from time sold during designated breaks in and between network
programs, and during programs produced by the affiliate or purchased from non-
network sources. In acquiring programming to supplement network
3
programming, network affiliates compete primarily with other affiliates and
independent stations in their markets. In addition, a television station may
acquire programming through bartering arrangements. Under such arrangements,
which are becoming increasingly popular with both network affiliates and
independents, a national program distributor may receive advertising time in
exchange for the programming it supplies, with the station paying no cash or a
reduced fee for such programming.
An affiliate of UPN or WB receives a smaller portion of its programming
from the network compared to an affiliate of NBC, ABC, CBS or Fox. Currently,
UPN and WB provide 10 hours and 11 hours, respectively, of programming per week
to their affiliates. As a result of the smaller amount of programming provided
by their networks, affiliates of UPN or WB must purchase or produce a greater
amount of their programming, resulting in generally higher programming costs.
These stations, however, retain a larger portion of the inventory of advertising
time and the revenues obtained from the sale of such time than stations
affiliated with the major networks.
Broadcast television stations compete for advertising revenues primarily
with other broadcast television stations, radio stations and, to a lesser
extent, cable systems and other multichannel operators and programmers and
newspapers serving the same market. Traditional network programming, and
recently Fox programming, generally achieves higher audience levels than
syndicated programs aired by independent stations. However, as greater amounts
of advertising time are available for sale by independent stations and Fox
affiliates in syndicated programs, those stations typically achieve a share of
the television market advertising revenues that is greater than their share of
the market's audience.
Through the 1970s, network television broadcasting enjoyed virtual
dominance in viewership and television advertising revenues because network-
affiliated stations only competed with each other in local markets. Beginning in
the 1980s, this level of dominance began to change as the FCC authorized more
local stations, and marketplace choices expanded with the growth of independent
stations, cable television services, wireless cable, and direct broadcast
satellites.
Cable television systems were first installed in significant numbers in the
1970s and were initially used to retransmit broadcast television programming to
paying subscribers in areas with poor broadcast signal reception. In the
aggregate, cable-originated programming has emerged as a significant competitor
for viewers of broadcast television programming, although no single cable
programming network regularly attains audience levels amounting to more than a
small fraction of any of the major broadcast networks. The advertising share of
cable networks increased during the 1980s and 1990s as a result of the growth in
cable penetration (the percentage of television households that are connected to
a cable system).
In the 1980's, viewers in areas with poor broadcast reception, and limited
cable television alternatives, began to receive non-broadcast satellite
transmissions primarily intended for reception by the cable television industry.
In the 1990's, high power Direct Broadcast Satellites ("DBS") went into
operation, providing satellite distribution of programming services to
increasing numbers of homes. In most cases the non-broadcast programming
services distributed to DBS subscribers are the same as those distributed by
cable television systems. DBS program services and DBS system operators insert
advertising into these program services on a national basis, but presently do
not compete with broadcasters for local advertising revenue.
Notwithstanding such increases in cable and DBS viewership and advertising,
over-the-air broadcasting remains the dominant distribution system for mass-
market television advertising.
Fisher Broadcasting believes that the market shares of television stations
affiliated with NBC, ABC and CBS declined during the 1990's primarily because of
the emergence of Fox and certain strong independent stations and, secondarily,
because of increased cable penetration. Independent stations have emerged as
viable competitors for television viewership share, particularly as a result of
the availability of first-run, network-quality programming. In addition, there
has been substantial growth in the number of home satellite dish receivers and
videocassette recorders, which have further expanded the number of programming
alternatives available to household audiences.
Further advances in technology may increase competition for household
audiences and advertisers. Video compression techniques, now in use with direct
broadcast satellites and cable or wireless cable, are expected to permit greater
numbers of channels to be carried within existing bandwidth. These compression
techniques, as well as other technological developments, are applicable to all
digital delivery systems, including over-the-air broadcasting, and have the
potential to provide vastly expanded programming to highly targeted audiences.
Reduction in the cost of creating additional channel capacity could lower entry
barriers for new channels and encourage the development of increasingly
specialized niche programming. This ability to reach very narrowly defined
audiences is expected to alter the competitive dynamics for advertising
expenditures. Fisher Broadcasting is unable to predict the effect that
technological changes will have on the broadcast television industry or the
future results of Fisher Broadcasting's operations.
4
Competition
Competition in the television industry, including the markets in which
Fisher Broadcasting's stations compete, takes place on several levels:
competition for audience, competition for programming (including news),
competition for advertisers and competition for local staff and management.
Additional factors material to a television station's competitive position
include signal coverage and assigned frequency. The television broadcasting
industry is continually faced with technological change and innovation, the
possible rise in popularity of competing entertainment and communications media,
changing business practices such as use of local marketing agreements ("LMAs")
and joint sales agreements ("JSAs"), and governmental restrictions or actions of
federal regulatory bodies, including the FCC and the Federal Trade Commission,
any of which could have a material effect on the broadcasting business in
general and Fisher Broadcasting's business in particular.
Audience. Stations compete for audiences on the basis of program
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popularity, which has a direct effect on advertising rates. A majority of the
daily programming on network-affiliated stations is supplied by the network with
which such stations are affiliated. During periods of network programming, the
stations are totally dependent upon the performance of the network programs in
attracting viewers. The competition between the networks is intense and the
success of any network's programming can vary significantly over time. Each
station competes in non-network time periods on the basis of the performance of
its programming during such time periods, using a combination of self-produced
news, public affairs and other entertainment programming that each station
believes will attract viewers. The competition between stations in non-network
time periods is intense and here, too, success can vary over time.
Fisher Broadcasting's stations compete for television viewership share
against local network-affiliated and independent stations, as well as against
cable and alternate methods of television distribution. These other transmission
methods can increase competition for a station by bringing into its market
distant broadcasting signals not otherwise available to the station's audience,
and also by serving as a distribution system for non-broadcast programming
originated on the cable system. Historically, cable operators have generally not
sought to compete with broadcast stations for a share of the local news
audience. To the extent cable operators elect to do so, the increased
competition for local news audiences could have an adverse effect on Fisher
Broadcasting's advertising revenues.
Other sources of competition for Fisher Broadcasting's television stations
include home entertainment systems (including video cassette recorder and
playback systems, videodisks and television game devices), Internet, multipoint
distribution systems, multichannel-multipoint distribution systems, wireless
cable and satellite master antenna television systems. Fisher Broadcasting's
stations also face competition from high-powered, direct broadcast satellite
services which transmit programming directly to homes equipped with special
receiving antennas or to cable television systems for transmission to their
subscribers. Fisher Broadcasting competes with these sources of competition both
on the basis of service and product performance (quality of reception and number
of channels that may be offered) and price (the relative cost to utilize these
systems compared to television viewing).
Programming. Competition for non-network programming involves negotiating
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with national program distributors, or syndicators, which sell first-run and
rerun packages of programming. Fisher Broadcasting's stations compete against
in-market broadcast stations for exclusive access to off-network reruns and
first-run product. Cable systems generally do not compete with local stations
for programming, although various national cable networks continue to acquire
programs that would have otherwise been offered to local television stations.
Advertising. Advertising rates are based upon the size of the market in
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which a station operates, a program's popularity among the viewers an advertiser
wishes to attract in that market, the number of advertisers competing for the
available time, the demographic make-up of the market served by the station, the
availability of alternative advertising media in the market area, the presence
of aggressive and knowledgeable sales forces, and the development of projects,
features and programs that tie advertiser messages to programming. Advertising
rates are also determined by a station's overall ability to attract viewers in
its market, as well as the station's ability to attract viewers among particular
demographic groups that an advertiser may be targeting. Fisher Broadcasting's
stations compete for advertising revenues with other television stations in
their respective markets, as well as with other advertising media, such as
newspapers, radio, magazines, outdoor advertising, transit advertising, yellow
page directories, direct mail and local cable systems. In addition, another
source of revenue is paid political and advocacy advertising, the amount of
which fluctuates significantly, particularly being higher in national election
years and very low in years in which there is little election or other ballot
activity. Competition for advertising dollars in the television broadcasting
industry occurs primarily within individual markets on the basis of the above
factors as well as on the basis of advertising rates charged by competitors.
Generally, a television broadcasting station in one market area does not compete
with stations in other market areas. Fisher Broadcasting's television stations
are located in highly competitive markets.
5
Network Affiliations
Two of Fisher Broadcasting's television stations are affiliated with the
ABC Television Network, nine (including 50% owned KPIC TV) are affiliated with
the CBS Television Network and two are affiliated with the Fox Television
Network. The stations' affiliation agreements provide each station the right to
broadcast all programs transmitted by the network with which they are
affiliated. In return, the network has the right to sell most of the advertising
time during such broadcasts. Each station, except the Fox affiliates, receives a
specified amount of network compensation for broadcasting network programs. To
the extent a station's preemption of network programming exceeds a designated
amount, such compensation may be reduced. The payments are also subject to
decreases by the network during the term of the affiliation agreement under
other circumstances, with provisions for advanced notice. Fisher Broadcasting's
ABC affiliation agreements for KOMO TV and KATU expire in 2004. The CBS
affiliation agreements for KIMA TV, KEPR TV, KLEW TV, KVAL TV, KCBY TV, KPIC TV,
KBCI TV, KIDK TV and KJEO TV expire in 2006. The Fox affiliation agreements for
WXTX TV and WFXG TV expire in 2001. Although Fisher Broadcasting expects to
continue to be able to renew its affiliation agreements with ABC, CBS and Fox,
no assurance can be given that such renewals will be obtained. Also, the
networks are seeking to modify the terms of their contracts with affiliates. It
is uncertain how the nature of network-affiliate relations will change in the
future. The non-renewal or modification of one or both of those agreements could
harm Fisher Broadcasting's results of operations.
KOMO TV, Seattle, Washington
Market Overview. KOMO TV, an ABC affiliate, operates in the Seattle-Tacoma
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market, the 12/th/ largest DMA in the nation, with approximately 1.6 million
television households and a population of approximately 3.94 million. In 1999,
approximately 74% of the population in the DMA subscribed to cable. Major
industries in the market include aerospace, manufacturing, biotechnology,
forestry, telecommunications, software, dot-com, transportation, retail and
international trade. Major employers include Microsoft, Boeing, Safeco, Paccar,
Nintendo, and Weyerhaeuser. In 1999 television advertising revenue for the
Seattle-Tacoma DMA was nearly $329 million, as reported by Miller, Kaplan, Arase
& Co., an accounting firm that provides the television industry with revenue
figures.
Station Performance. KOMO TV had an average audience share of 14.3%, 6
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a.m. - 2 a.m. during 1999. KOMO TV ranked second in its market in 1999, 6 a.m.-
2 a.m., among six competitors (Nielsen Media Research average ratings Feb-Nov,
1999). Fisher Broadcasting believes that KOMO TV has established a strong local
presence in the Seattle-Tacoma market through the station's community
involvement, local news operation and local non-news programming.
KOMO TV broadcasts 30.5 hours per week of scheduled live local news
programs. KOMO News 4 has been recognized for excellence by the National
Association of Broadcasters, the Radio and Television News Directors'
Association, the National Association of Television Arts and Sciences and other
organizations that present broadcasting awards.
KOMO TV broadcasts from its studios in Seattle. During the second quarter
of 2000 it is anticipated that KOMO TV will move into new studios being
constructed in the Fisher Plaza project. See Note 12 to the consolidated
financial statements for information on the Fisher Plaza project.
KATU Television, Portland, Oregon
Market Overview. Portland, Oregon ranks as the 23rd largest DMA in the
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nation, with a population of approximately 2.5 million and approximately 1
million television households. Approximately 63% of Portland's population
subscribed to cable in 1999. Portland maintains a balanced economy based upon
services, wholesale/retail and manufacturing. Major employers include mass
retail merchants and grocery store chains, health systems banking and high-
technology companies. These employers include Fred Meyer, Albertson's, Inc.,
Wall Mart Stores, Intel, Providence Health System, Safeway Stores, Inc.,
Barrette Business Services, Inc., US Bank, Hewlett-Packard Company, Tektronix,
Inc., Nike, Inc., as well as the United States Government and the State of
Oregon.
Station Performance. KATU, an ABC affiliate, had an average audience share
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of 15% during 1999, 6 a.m. - 2 a.m. KATU ranked first in its market in 1999, 6
a.m. - 2 a.m., among six competitors (Nielsen Median Research). KATU currently
broadcasts 32.5 hours per week of scheduled live local news programs. The
station has won numerous awards for excellence and has a strong commitment to
public affairs and local interest programming. KATU operates from studios in the
city of Portland.
6
Fisher Television Regional Group
KJEO TV, Fresno-Visalia, California
Market Overview. Fresno-Visalia, California ranks as the 54th largest DMA
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in the nation, with a population of approximately 1.5 million and approximately
511,000 television households. Approximately 51% of Fresno's population
subscribed to cable in 1999. Fresno's economy is primarily based upon
agriculture production and related agricultural services and manufacturing.
Major employers include companies such as Pacific Bell, Pacific Gas & Electric,
Grundfos Pumps, Vendo, Foster Farms, Zacky Farms, and the regional government
center of the Internal Revenue Service.
Station Performance. KJEO TV, a CBS affiliate, had an average audience
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share of 10% during the November 1999 rating period, 6 a.m. - 2 a.m. The station
ranked fifth in its market in 1999, 6 a.m. - 2 a.m., among ten competitors
(Nielsen Media Research). KJEO TV currently broadcasts 27 hours per week of
scheduled live local news programs. The station has won numerous awards for
excellence including the prestigious Edward R. Murrow Award. KJEO TV has a
strong commitment to public affairs, as indicated by the National Society of
Fund Raising Executives selecting KJEO TV as the 1999 Outstanding Philanthropic
Organization, of the Central Valley. KJEO TV operates from studios in the city
of Fresno.
WFXG TV, Augusta, Georgia
Market Overview. Augusta, Georgia ranks as the 115/th/ DMA in the nation
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with a population of approximately 598,000 and approximately 228,000 television
households. Approximately 65% of Augusta's DMA population subscribed to cable in
1999. Augusta is the second largest metropolitan area in Georgia. Major
employers include Fort Gordon, the largest U.S. Signal Training facility; the
Medical College of Georgia; Textron; John Deere; Savannah River Site and EZ-Go
Golf Carts.
Station Performance. WFXG TV, a Fox affiliate, had an average audience
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share of 9% during 1999, 6 a.m. - 2 a.m. WFXG TV ranked first in its market in
May 1999 during the 8 - 10 p.m. time period with adults 18 - 49 and was a member
of the Fox #1 Club. (Nielsen Media Research). WFXG TV is committed to community
affairs, not only with Kids Club, but also with the Red Cross, Ronald McDonald
House and various other organizations. WFXG operates from studios in the city of
Augusta.
/1/KVAL TV+ (KVAL TV, KCBY TV, KPIC TV) Eugene, Coos Bay and Roseburg, Oregon
Market Overview. Eugene/Springfield, Oregon ranks as the 122/nd/ largest
DMA in the nation, with a population of approximately 550,000 and approximately
209,000 television households. This DMA includes Eugene, Springfield, Roseburg
and Coos Bay, Oregon. Approximately 62% of the DMA population subscribed to
cable in 1999. The economy of the Eugene/Springfield market has a diversity
ranging from forest industry, agriculture, high-tech manufacturing - with tandem
industries focusing on packaging, to tourism and the fishing industry. This DMA
also has the economic benefit of having the University of Oregon in Eugene and
Oregon State University in Corvallis, Oregon, forty miles to the north .
Station Performance. KVAL+, CBS affiliates, had an average 6 a.m. - 2 a.m.
audience share of 19% during 1999. It ranked first 6 a.m. - 2 a.m., among five
competitors. (Nielsen Media Research)
KVAL+ broadcasts 17 hours of live local news per week. KVAL+ has a long
tradition of providing its local markets with award winning news, public affairs
programming and information. The KVAL TV studios are located one mile outside
the city of Eugene, Oregon. The studio facility for KPIC TV is located in the
city of Roseburg, Oregon and the studio facilities for KCBY TV are located in
the city of Coos Bay, Oregon.
______________________________
/1/ KVAL TV+ is a designation used by Fisher Broadcasting to identify the
primary station KVAL TV and its satellites KCBY TV and KPIC TV that serve the
Eugene/Springfield DMA).
7
/2/ KIMA TV+ (KIMATV, KEPR TV, KLEW TV), Yakima and Tri-Cities, Washington and
Lewiston, Idaho
Market Overview. The Yakima-Pasco-Richland and Kennewick DMA ranks as the
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124/th/ largest DMA in the nation, and has a population of approximately 527,000
and approximately 200,000 television households. Approximately 62% of the three
station coverage area subscribed to cable in 1999. The KIMA+ market has an
agriculture/food processing based economy, diversified with the nuclear
technology/government, manufacturing, wholesale/retail trade, service and
tourism industries. Major employers include food processors, such as Tree Top,
Lam-Weston and Iowa Beef, as well as manufacturers such as Boise Cascade and
Potlatch Corp. Other major employers are Washington Public Power Supply System,
Siemens Power Corp. and the Department of Energy.
Station Performance. KIMA TV+, CBS affiliated stations, had an average
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household audience share of 13% during 1999, 6 a.m. - 2 a.m. and was ranked
second among four competitors. KIMA TV+ currently broadcasts 17 hours per week
of scheduled live local news programs. KIMA TV+ has a strong commitment to
public affairs and local interest programming. KIMA TV+ operates from studios in
Yakima and Pasco, Washington and Lewiston, Idaho.
KBCI TV, Boise, Idaho
Market Overview. Boise, Idaho ranks as the 125/th/ largest DMA in the
---------------
nation, with a population of approximately 518,000 and approximately 200,000
television households. Approximately 48% of the Boise DMA population subscribed
to cable in 1999. Boise is the state capitol and regional center for business,
government, education, health care, and the arts. Boise maintains a balanced
economy based upon services, wholesale/retail, manufacturing, agriculture, and
government. Major employers include high technology companies such as Micron
Technology and its subsidiaries (headquarters), Hewlett-Packard Company,
micronpc.com and its subsidiaries (headquarters), and ZiLOG, as well as JR
Simplot Company (headquarters), Albertson's (headquarters), Sears Regional
Credit Card Operations Center, St. Luke's Regional Medical Center, St. Alphonsus
Regional Medical Center, Boise Cascade (headquarters), Morrison Knudson
(headquarters), Mountain Home Air Force Base, Idaho State Government, and United
States Government.
Station Performance. KBCI TV, a CBS affiliate, had an average audience
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share of 13% in 1999, 6 a.m. - 2 a.m. KBCI ranked second in its market in 1999,
6 a.m. - 2 a.m. among five commercial competitors (Nielsen Media Research). KBCI
TV currently broadcasts 12 1/2 hours per week of scheduled live local news
programs. KBCI TV is the television home of Boise State University men's and
women's athletics. The station has won numerous awards for excellence, including
"Best Newscast" in 1999, and has a strong commitment to public affairs and local
interest programming. KBCI TV operates from studios in the city of Boise.
WXTX TV, Columbus, Georgia
Market Overview. Columbus, Georgia ranks as the 127/th/ largest DMA in the
---------------
nation with a population of approximately 481,000 and approximately 190,000
television households. According to Nielsen Media Research, 74% of the
population in the Columbus DMA subscribed to cable in 1999. A large component of
the Columbus economy is based upon textile manufacturing and services. Major
employers include Fort Benning, the Muscogee County School System and the
University System, as well as two Fortune 500 companies, AFLAC and SYNOVUS.
Station Overview. WXTX TV, a Fox affiliate, had an average audience share
----------------
of 8% during 1999, 6 a.m. - 2 a.m. The station ranked first in two out of four
rating periods in the market during 1999 between 8 pm to 10 pm, Monday through
Sunday with adults 18-49 (Nielsen Media Research). This distinction garnered
WXTX TV #1 club status among Fox affiliates in the nation for out-performing the
other three affiliates in the local market. WXTX TV has a strong commitment to
public affairs demonstrated by community service campaigns such as "Fox Faces of
the Future," that address the issues and meet the needs of the community. WXTX
TV operates from a studio located in the city of Columbus.
KIDK TV, Idaho Falls, Idaho
Market Overview. The Idaho Falls-Pocatello market ranks as the 166/th/ DMA
----------------
in the nation with a population of approximately 300,000 people. The November
1999 Nielsen Rating book reported 103,840 television households and
approximately 56% of that population subscribed to cable. The Idaho Falls-
Pocatello DMA consists of 15 counties located in Eastern Idaho and Western
Wyoming. Pocatello and Idaho Falls are the second and third largest cities in
Idaho and the two
__________________________
/2/ KIMA+ is a designation used by Fisher Broadcasting to identify the primary
station KIMA TV and its satellites KEPR TV and KLEW TV that serve the Yakima
DMA/NSI (Nielsen Station Index).
8
largest cities in the DMA. Bechtel Inc. is the biggest employer in the region.
Other industries in the area include agriculture, with the potato and grain
industry and the commercial fertilizers industry, food processing, tourism, and
small manufacturing. Major employers include Melaleuca Inc., J. R. Simplot
Companies, FMC Corp., Idaho State University, and Ricks College.
Station Performance. KIDK TV, a CBS affiliate, had an average audience
--------------------
share of 14% during 1999, 6 a.m. - 2 a.m. KIDK ranked second in its market in
1999, 6 a.m. - 2 a.m., among four competitors according to Nielsen Media
Research. KIDK TV currently broadcasts 14 hours per week of scheduled live local
news programs. The staff at KIDK TV has won a number of awards and they are very
involved in the local communities. KIDK TV operates from the main studio in
Idaho Falls, Idaho and also operates an office in Pocatello for the News
department and Sales staff. They are connected by microwave link and broadcast
daily live news reports from the Pocatello studio.
Digital/High Definition Television
In January 1997, KOMO ABC 4 made history by becoming the first television
station West of the Mississippi to transmit High Definition Digital Television.
These transmissions took place over several days and were witnessed by several
civic and industry leaders from throughout the Northwest. This milestone was
made possible by on-site cooperative efforts of LARCAN Inc., Zenith Electronics
Corporation, DiviCom Inc., Dielectric Communications, and the KOMO ABC 4
Engineering Department.
Finding a way to transmit vast amounts of information in the same size
channel (6 MHz) as the current analog standard television system proved to be
quite a challenge. The new Digital Television ("DTV") standard, developed after
years of research by the broadcast and electronics design community and approved
by the FCC in December 1996, was the breakthrough that made such transmission
possible.
DTV brings with it three major changes to the way viewers experience
television. First, DTV sets display pictures using a rectangular, wide-screen
format, as opposed to the nearly square screens used by current analog TV sets.
(In technical terms, this means DTV screens use a "16 by 9" aspect ratio while
current analog TV sets use a "4 by 3" aspect ratio. Aspect ratio is the ratio of
screen width to screen height.) Because of this new screen shape, watching
programs on digital TV sets will be more like watching a movie at the theater,
giving more life-like images and allowing the viewer to feel more involved in
the action on screen. Second, DTV delivers 6 channels of CD-quality, digital
surround sound using the same Dolby Digital technology heard in many movie
theaters. Third, DTV can deliver high definition pictures with crisp,
photographic quality, and greatly enhanced detail.
KOMO began transmitting Standard Definition Digital Television signals on
KOMO-DT Channel 38, 24 hours a day, for experimental test purposes during Spring
1998. KATU transmitted its first digital signals on KATU-DT Channel 43 during
November 1998, which also marked the first High Definition broadcasts by ABC
with the airing of feature length films. Both KOMO-DT and KATU-DT began
transmitting digital signals before the FCC's required November 1, 1999 "DTV"
start-of-service date.
During Fall and Winter of 1998-99 KOMO engineers and consultants recorded
test measurements of the KOMO channel 38 digital signal from 400 locations
throughout the Puget Sound region. The results of these tests have been compiled
and have provided information about digital signal coverage over hilly terrain.
The test results will assist KOMO engineers to verify antenna performance. This
information, along with similar tests conducted around the country by other
broadcasters, will also help manufacturers design receivers that are capable of
handling the reflection and ghosting characteristics of digital television
signals.
Both KOMO and KATU currently digitize and up-convert normal programming and
pass through the ABC digital signals. Initially, KOMO operated its digital
facility at reduced power under special experimental authority. Under current
regulations, the FCC first issues a construction permit which authorizes a
station to construct and commence program test operation of new digital
facilities, and upon submission of an application demonstrating that the
facility has been constructed in accordance with the construction permit, issues
a formal license for the new facilities. KOMO was granted a construction permit
authorizing its new full power digital facilities. Construction has been
completed, and the new facilities are now in full power operation pursuant to
program test authority. KOMO has been advised by its engineering staff that it
has complied with all conditions of its FCC authorization, and its request for a
license is pending before the FCC. KOMO management knows of no reason why its
pending license application will not be granted in due course. KATU is presently
operating at reduced power levels pending completion of a shared use tower
currently under construction in Portland, Oregon. KATU is one of four members in
the Sylvan Tower LLC that is constructing the tower, currently anticipated to be
complete in the second quarter of 2000. Production and switching equipment
necessary to generate local programming in high definition is planned to be
added. However the speed with which this equipment is installed will depend on
several
9
factors. First, the new equipment is just now becoming available from vendors.
Second, a determination must be made as to the cost vs. technical performance of
first generation equipment. Finally, the ultimate success of the conversion to
digital television will depend on public acceptance and willingness to buy new
digital television sets. Unless initial consumers embrace digital television and
purchase enough units to cause home receiver prices to decline, the general
public may not switch to the new technology, delaying or preventing its ultimate
economic viability.
On May 19, 1999, KOMO TV broadcast its 5 p.m. newscast in HDTV, the first
time in the world a daily newscast was presented in HDTV (Sony Corporation).
Since that time, KOMO TV has produced all of its news broadcasts simultaneously
in HDTV on DT Channel 38 and in analogue on VHF Channel 4. On February 16, 2000,
KOMO TV began to photograph, edit and broadcast all of its locally produced news
field segments in digital 16:9 (widescreen) DTV format. Engineers at the station
invented and constructed an automatic switching system in conjunction with a
signal and aspect ratio conversion to allow for simultaneous presentation of the
field material in 4:3 analogue on Channel 4 and 16:9 digital on Channel 38. KOMO
TV has been recognized in national trade publications, including Broadcasting
and Cable, Electronic Media, Digital Television, and Emmy Magazine, for its
leadership in digital broadcasting.
KOMO TV anticipates that it will begin broadcasting from its new studio
building during the second quarter of 2000. The new facility is being designed
for digital television production, and equipment purchases are being conditioned
upon future compatibility with Fisher Broadcasting's digital broadcasting plans.
KATU anticipates that it will equip its studios for digital program
origination as the public begins purchasing digital receivers in large enough
quantities to justify the transition. KATU will continue its migration to
digital technology and program origination as local market receiver penetration
increases, and the leveraging and learning opportunities from KOMO TV's digital
conversion are fully realized.
In September of 1999, KOMO TV installed the Electronic News and Production
System (ENPS), a content creation and distribution product that will eventually
link Fisher's broadcast facilities and provide a common archive and sharing of
news material. ENPS also delivers content produced by KOMO TV to other digital
media, including wireless phones.
Management believes that KOMO TV was one of the first television stations
in the world to embrace ENPS, which was designed at the British Broadcasting
Corporation and the Associated Press.
Forward Looking Statements
The discussion above under "KOMO TV, Seattle, Washington" regarding
construction of the new broadcasting facility for Fisher Broadcasting and all of
the discussion regarding Fisher Broadcasting plans for conversion to HDTV
include certain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "PLSRA"). This statement is
included for the express purpose of availing the Company of the protections of
the safe harbor provisions of the PLSRA. Management's ability to predict results
or the effect of future plans is inherently uncertain, and is subject to factors
that may cause actual results to differ materially from those projected. With
respect to the planned move to new studio facilities in the Fisher Plaza, such
factors could include unanticipated construction costs or delays in construction
in connection with the building and parking facility, and delays or additional
costs associated with the new equipment necessary to transmit a digital/high
definition signal, as discussed below.
RADIO
General Overview
Commercial radio broadcasting began in the United States in the early
1920s. There are a limited number of frequencies available for broadcasting in
any one geographic area. The license to operate a radio station is granted by
the FCC. There are currently two commercial radio broadcast bands, each of which
employ different methods of delivering the radio signal to radio receivers. The
AM band (amplitude modulation) consists of frequencies from 550 kHz to 1700 kHz.
The FM (frequency modulation) band consists of frequencies from 88.1 MHz to
107.9 MHz.
Radio listeners have gradually shifted over the years from AM to FM
stations. Stations on the FM band are generally considered to have a competitive
advantage over stations that broadcast on the AM band. FM reception is generally
clearer than AM and provides greater tonal range and higher fidelity. Music
formats that appeal to the younger demographics desired by the majority of
advertisers are found almost exclusively on the FM band because of the disparity
in the quality of reception. A radio station on the FM band, therefore, has an
abundance of choices in format while AM stations tend to be limited to either
spoken word formats or musical formats that appeal to adults 55 years of age and
older.
10
Nationally, the FM listener share is now in excess of 75%, and approximately 56%
of all commercial stations are on the FM band.
Radio station revenues are derived almost exclusively from local, regional
and national advertising. Radio stations generally employ a local sales force to
call on local and regional advertisers and contract with a national firm to
represent business from outside the market and/or region. Both sales forces are
generally compensated by way of a commission on advertising time sold. Because
radio stations rely on advertising revenues, they are sensitive to cyclical
changes in the economy as well as the quality of the sales force.
Radio is generally viewed as a highly targetable medium for advertisers.
Radio stations are generally classified by their format, such as country,
alternative, rock, news/talk, adult contemporary or oldies. A station's format
and style of presentation enable it to target certain demographics. By capturing
a specific audience share of a market's radio listeners, a station is able to
market its broadcasting time to advertisers seeking to reach a specific
audience.
Most of a radio station's programming is produced locally, although
syndicated or network programs contribute to many stations daily and weekly
programming line-ups. These programs are obtained with either cash payments,
barter agreements for air time on the station, or a combination of both.
However, the emphasis on local programming provides radio stations with maximum
flexibility in programming, retention of nearly its entire commercial inventory,
and the revenue from sale of that time.
Through the early 1970s, a handful of AM radio stations in each market
dominated the listening shares. The rise of FM listening, brought about by an
industry standard for FM stereo broadcast, essentially doubled the number of
viable competitors in each market. In the early and mid-1980s, the FCC awarded
additional FM signals to many communities, and a number of broadcasters moved
the signals of suburban or rural stations closer to major metropolitan areas, to
better cover the larger markets. In the early 1990s, the FCC expanded the AM
band to 1700 kHz. The result of these increases in the number of viable
competitors has been a significant decline in the listening shares reasonably
available to the average radio station. By the late 1980s, the Radio Advertising
Bureau estimated that one-third of all licensees were losing money. This, in
part, led the FCC to relax its ownership regulations on radio stations and led
to the creation of duopolies (ownership of more than one AM or FM station in a
given market). The Telecommunications Act of 1996 further eased radio station
ownership regulations governing multiple ownership (see "Broadcasting
Operations - Licensing and Regulation Applicable to Television and Radio
Broadcasting -Multiple Ownership Rules and Cross-Ownership Restrictions"). The
common ownership of multiple stations in a single market allows for more
aggressive marketing and can drive up the cost per rating point in such market.
Further advances in technology may increase competition for radio listening
shares. New media technologies, such as the delivery of audio programming by
satellite, the internet, micro radio, digital audio broadcasting ("DAB") and
cable television systems, are either in use currently or in development.
Historically, the radio broadcasting industry has grown despite the introduction
of new technologies for the delivery of entertainment and information, such as
broadcast television, cable television, audio tapes and compact discs. A growing
population and greater availability of radios, particularly car and portable
radios, have contributed to this growth. There can be no assurance, however,
that the development or introduction in the future of any new media technology
will not have a material adverse effect on the radio broadcasting industry. The
FCC has authorized the use of DAB to deliver audio programming direct from
satellite. The Commission is also reviewing a proposal to allow In-Band-On-
Channel DAB by existing radio broadcasters. This new technology would allow
digital broadcasting by existing radio stations on their existing AM or FM
frequencies. Because digital broadcasting is of a high quality, the adoption of
proposed rules to allow this technology may increase the value of AM radio
stations, by allowing them to broadcast a higher quality audio signal, more
closely at parity with FM signals.
Competition
In recent years, a few companies have acquired large numbers of radio
stations. Some of these companies syndicate radio programs or own networks whose
programming is aired by Fisher Broadcasting's stations. Some of these large
companies also operate radio stations in markets in which Fisher Broadcasting
operates, and have much greater overall financial resources available for their
operations.
Competition in the radio industry, including each of the markets in which
Fisher Broadcasting's radio stations compete, takes place primarily on three
levels: competition for audience, competition for staff, and competition for
advertisers. Additional significant factors affecting a radio station's
competitive position include assigned frequency and signal strength. Another
factor is competition for programming. The radio broadcasting industry is
continually faced with technological change and innovation, the possible rise in
popularity of competing entertainment and communications media,
11
as well as governmental restrictions or actions of federal regulatory bodies,
including the FCC and the Federal Trade Commission, any of which could have a
material adverse effect on the broadcasting business.
Audience. Fisher Broadcasting's radio stations compete for audience on the
--------
basis of programming popularity, which has a direct effect on advertising rates.
As a program or station grows in ratings (percentage of total population
reached), the station is capable of charging a higher rate for advertising.
Formats, stations and music in major markets are highly researched through
large-scale perceptual studies, auditorium-style music tests and weekly call-
outs. All are designed to evaluate the distinctions and unique tastes of formats
and listeners. In the early days of radio, and until the mid to late 1960s, many
stations programmed a variety of elements to attract larger shares of audience.
In today's competitive market, new formats and audience niches have created very
targeted advertising vehicles and programming that is highly focused and tightly
regulated to appeal to a narrow segment of the population. Formats in one market
targeting similar audiences with slight variances in demographic appeal may be
Classic Rock, Alternative Rock, Adult Album Alternative, and/or Album-Oriented-
Rock. Tactical and strategic plans are utilized to attract larger shares of
audience through marketing campaigns and promotions. Marketing campaigns through
television, transit, outdoor, telemarketing or direct mail advertising are
designed to improve a station's cume audience (total number of people listening)
while promotional tactics such as cash giveaways, trips and prizes are utilized
by stations to extend the TSL (time-spent-listening), which works in correlation
to cume as a means of establishing a station's share of audience. In the effort
to increase audience, the format of a station may be changed. Format changes can
result in increased costs and create other difficulties which can harm the
performance of the station. Fisher Broadcasting has experienced this effect.
Advertising. Advertising rates are based upon the number and mix of media
-----------
outlets, the audience size of the market in which a radio station operates, the
total number of listeners the station attracts in a particular demographic group
that an advertiser may be targeting, the number of advertisers competing for the
available time, the demographic make-up of the market served by the station, the
availability of alternative advertising media in the market area, the presence
of aggressive and knowledgeable sales forces and the development of projects,
features and programs that tie advertisers' messages to programming. Fisher
Broadcasting's radio stations compete for revenue primarily with other radio
stations and, to a lesser degree, with other advertising media such as
television, cable, newspaper, yellow pages directories, direct mail, and outdoor
and transit advertising. Competition for advertising dollars in the radio
broadcasting industry occurs primarily within the individual markets on the
basis of the above factors, as well as on the basis of advertising rates charged
by competitors. Generally, a radio station in one market area does not compete
with stations in other market areas.
Staff. There is also competition for radio staff. The loss of key staff,
-----
including key management, on-air personalities and sales staff, to competitors
can, and in some instances has, significantly and adversely affected revenues
and earnings of individual Fisher Broadcasting stations.
Seattle Radio Market
Introduction. Seattle, Washington is the 14th largest continuously rated
------------
radio metropolitan area in the nation (Arbitron Co.). The Seattle radio market
has 20 FM and 31 AM stations licensed to the metro area according to the NAB
(National Association of Broadcasters) Year Book.
Fisher Broadcasting has owned and operated KOMO-AM since December 31, 1926
when the station signed on the air. When changes to FCC regulations allowed
multiple station ownership in one market, Fisher Radio Seattle was formed, and
Fisher Broadcasting purchased the assets of KVI-AM and KPLZ-FM. Since then, the
staffs of all three stations and many operating functions have been consolidated
into one facility in downtown Seattle. Station personnel work side-by-side to
maximize available resources and to create program and sales successes. In
addition, fiber optic links between the radio and television facilities allow
resources to be shared with KOMO TV. A more detailed description of Fisher
Broadcasting's Seattle radio stations is set forth below.
KOMO-AM [1000 kHz / 50 kW (day/night), Affiliation: ABC Information
-------
Network]. KOMO-AM, known as "KOMO News/Talk 1000," is one of the United States'
heritage 50,000 watt radio stations. The station was ranked 13/th/ in the
market in 1999 among 51 competitors with a 3.4% share of listening among Persons
12+, Monday-Sunday, 6:00 a.m. to 12 midnight, according to the Arbitron Company
(four-book average). The station's primary target audience is Adults 35-54. KOMO
News/Talk 1000 programs a combination of news and talk, featuring a variety of
information services such as hourly news, weather, traffic, sports and talk
programs concerning local and national news issues. KOMO is also the home of
University of Washington Husky Sports.
KVI-AM [570 kHz / 5 kW (day/night), Affiliation: ABC Entertainment
------
Network]. KVI-AM is known as "Talk Radio 570-KVI." During 1999, KVI was a
leading talk radio station in Seattle, and ranked tenth overall among the 51
12
competitors in the market with a 4.0% share of listening among Persons 12+,
Monday-Sunday, 6:00 a.m. to 12 midnight (Arbitron Co. four-book average). The
station is a mixture of local talk programming featuring local and national
hosts. While KVI and KOMO are complimentary formats, they maintain unique
identities and format niches in the market.
KPLZ-FM [101.5 MHz / 100 kW, Affiliation: Independent]. KPLZ-FM is known
-------
as "Star 101.5," playing a mix of music from the 80s, 90s and today. During
1999, the station was tied for eleventh in the market with a 3.9% share of
listening among Persons 12+, Monday-Sunday, 6:00 a.m. to 12 midnight (Arbitron
Co. four-book average).
Portland Radio Market
Introduction. Portland, Oregon is the 25/th/ largest radio metropolitan
------------
area in the nation (Arbitron Co.). The FCC has licensed 14 FM and 26 AM stations
in the Portland radio metro area according to the NAB (National Association of
Broadcasters) Year Book.
KOTK AM [1080 kHz / 50 kW (day), 10 kW (night), Affiliation: CNN]. KOTK-AM
-------
is known as "Hot Talk 1080 KOTK." During 1999, KOTK-AM was the 17/th/ ranked
radio station in the market, with a 1.6% share of listening Persons 12+, Monday-
Sunday, 6:00 a.m. to 12:00 midnight, according to the Arbitron Company (four-
book average). The station programs locally and nationally originated talk
programming on contemporary topics. KOTK is also the home of University of
Portland college basketball and University of Washington college football.
KWJJ FM [99.5 MHz/52 kW, Affiliation: Independent]. During 1999, KWJJ-FM
--------
was the eighth-ranked radio station in the Portland market, with a 4.7% share of
listening Persons 12+, Monday-Sunday, 6:00 a.m. to 12:00 midnight, according the
Arbitron Company (four-book average). KWJJ-FM plays country music from the past
twenty years to today.
Medium- and Small-Market Radio Operations
Through Fisher Radio Regional Group Inc., Fisher Broadcasting operates
radio stations in five small and medium markets in the northwestern United
States. Fisher Radio Regional Group Inc. is the leading radio broadcaster in
Montana, with a total of 16 radio stations and one construction permit in the
four largest markets in the state. Additionally, Fisher Radio Regional Group
Inc. owns five radio stations that serve the Wenatchee market, a market of
approximately 55,000 people in the center of Washington State.
Fisher Radio Regional Group Inc. has sought to acquire under-performing
stations in small and medium markets at cash flow multiples that are
considerably lower than in larger markets. The relaxation of federal multiple
ownership rules has led Fisher Radio Regional Group Inc. to expand its holdings
within its existing markets. The resulting synergy allows Fisher Radio Regional
Group Inc. to better serve its communities while enjoying some economies of
scale.
13
The following table sets forth general information for each of Fisher Radio
Regional Group Inc.'s stations and the markets they serve.
# of Audience Listening Market Revenue
------------------- -----------------------
Commercial
Radio
Stations
Dial in the Rank in Station Station
Market Station Position Power Market Market/3/ Share Share/4/ $ (000's) Format
- -------------------------------------------------------------------------------------------------------------------------------
Billings, MT 15 $ 5,800
KRKX 94.1 FM 100 kW 1 16.7% 16% Classic Rock
KYYA 93.3 FM 100 kW 6 7.8% 10% Adult Contemp
KBLG/5/ 910 AM 1 kW 9 4.4% 3% News/Talk
KCMT 96.3 FM 100 kW 11 2.2% 4% Country
Missoula, MT 9 $ 5,100
KZOQ 100.1 FM 14 kW 1 22.8% 28% Classic Rock
KGGL 93.3 FM 43 kW 3 12.9% 22% Country
KGRZ 1450 AM 1 kW 9 2.0% 1% Sports/Talk
KYLT 1340 AM 1 kW 10 1.0% 1% Oldies
KXDR/6/ 98.7 FM 100 kW 3% Adult Contemp
Great Falls, MT 9 $ 3,200
KAAK 98.9 FM 100 kW 1 32.7% 22% Adult Contemp
KQDI FM 106.1 FM 100 kW 2 14.5% 21% Classic Rock
KXGF 1400 AM 1 kW 6 3.6% 2% Pop Standard
KQDI AM 1450 AM 1 kW 8 1.8% 2% News/Talk
Butte, MT 5 $ 1,900
KMBR 95.5 FM 50 kW 1 25.0% 26% Classic Rock
KAAR 92.5 FM 4.5 kW 4 11.1% 29% Country
KXTL 1370 AM 5 kW 5 3% Oldies/Talk
Wenatchee, WA 9 $ 3,200
KWWW/7/ 96.7 FM .4 kW 4 10.1% 15% Adult Contemp
KZPH/8/ 106.7 FM 3 kW 5 9.6% 10% Classic Rock
KYSN/9/ 97.7 FM 3 kW 6 9.0% 20% Country
KAAP/10/ 99.5 FM 5 kW 7 4.9% 6% Soft Adult
Contemporary
KWWX 1340 AM 1 kW 9 .2% 8% Spanish
___________________________
/3/ Ratings information in the above chart refers to average-quarter hour share
of listenership among total persons, Adults 25-54, Monday through Sunday, 6 a.m.
to midnight, and is subject to the qualifications listed in each report.
Sources: Billings, Montana: Arbitron Ratings, Spring, 1999 Billings Market
Report Missoula, Montana: Arbitron Ratings, Spring, 1999, Missoula Market Report
Great Falls, Montana: Arbitron Ratings, Spring, 1999, Great Falls Market Report
Butte, Montana: Arbitron Ratings, Spring, 1999 County Coverage Study, Silver Bow
County, Montana Wenatchee, Washington: Eastlan Resources Audience Measurement,
Fall, 1999, Wenatchee Market Report
/4/ Management estimate.
/5/ KBLG's power is 1,000 watts days, 63 watts nights.
/6/ KXDR is licensed to the city of Hamilton, Montana. It signed on the air July
16, 1999. No ratings are yet available for the station. Market revenue share
figures reflect 5-1/2 months' revenue.
/7/ KWWW is licensed to the city of Quincy, Washington
/8/ KZPH is licensed to the city of Cashmere, Washington
/9/ KYSN is licensed to the city of East Wenatchee, Washington, Washington
/10/ KAAP is licensed to the city of Rock Island, Washington
14
LICENSING AND REGULATION APPLICABLE
TO TELEVISION AND RADIO BROADCASTING
The following is a brief discussion of certain provisions of the
Communications Act of 1934, as amended (the "Communications Act"), most recently
amended by the Telecommunications Act of 1996 (the "Telecommunications Act"),
and of FCC regulations and policies that affect the television and radio
broadcasting business conducted by Fisher Broadcasting. Reference should be made
to the Communications Act, FCC rules and the public notices and rulings of the
FCC, on which this discussion is based, for further information concerning the
nature and extent of FCC regulation of television and radio broadcasting
stations.
License Renewal, Assignments and Transfers
Broadcasting licenses for both radio and television stations are currently
granted for a maximum of eight years and are subject to renewal upon application
to the FCC. The FCC prohibits the assignment of a license or the transfer of
control of a television or radio broadcasting license without prior FCC
approval. In determining whether to grant or renew a broadcasting license, the
FCC considers a number of factors pertaining to the applicant, including
compliance with limitations on alien ownership, common ownership of
broadcasting, cable and newspaper properties, and compliance with character and
technical standards. During certain limited periods when a renewal application
is pending, petitions to deny a license renewal may be filed by interested
parties, including members of the public. Such petitions may raise various
issues before the FCC. The FCC is required to hold evidentiary, trial-type
hearings on renewal applications if a petition to deny renewal raises a
"substantial and material question of fact" as to whether the grant of the
renewal application would be inconsistent with the public interest, convenience
and necessity. The FCC is required to renew a broadcast license if: the FCC
finds that the station has served the public interest, convenience and
necessity; there have been no serious violations by the licensee of either the
Communications Act or the FCC's rules; and there have been no other violations
by the licensee which taken together would constitute a pattern of abuse.
Additionally, in the case of renewal of television licenses, the FCC considers
the station's compliance with FCC programming and commercialization rules
relating to programming for children. If the incumbent licensee fails to meet
the renewal standard, and if it does not show other mitigating factors
warranting a lesser sanction, such as a conditional renewal, the FCC has the
authority to deny the renewal application and permit the submission of competing
applications for that frequency.
Failure to observe FCC rules and policies, including, but not limited to,
those discussed herein, can result in the imposition of various sanctions,
including monetary forfeitures, the grant of short-term (i.e., less than the
full eight years) license renewals or, for particularly egregious violations,
the denial of a license renewal application or revocation of a license.
While the vast majority of such licenses are renewed by the FCC, there can
be no assurance that Fisher Broadcasting's licenses will be renewed at their
expiration dates, or, if renewed, that the renewal terms will be for eight
years. The expiration date for the licenses of Fisher Broadcasting's television
stations in Washington and Oregon is February 1, 2007; Fisher Broadcasting's
three television stations in Idaho hold licenses expiring October 1, 2006; the
license for Fisher Broadcasting's television station in California expires on
December 1, 2006 and the licenses for Fisher Broadcasting's two television
stations in Georgia have expiration dates of April 1, 2005. The license terms of
Fisher Broadcasting's and Fisher Radio Regional Group's radio stations in
Washington and Oregon expire February 1, 2006. The license terms for all of
Fisher Radio Regional Group Inc.'s Montana radio stations expire on April 1,
2005. The non-renewal or revocation of one or more of Fisher Broadcasting's FCC
licenses could harm Fisher Broadcasting's television or radio broadcasting
operations.
Multiple Ownership Rules and Cross Ownership Restrictions Attribution: The
---------------------------------------------------------------------
FCC generally applies its ownership limits to "attributable" interests held by
an individual, corporation, partnership or other association. In the case of
corporations holding broadcast licenses, the interests of officers, directors
and those who, directly or indirectly, have the right to vote 5% or more of the
corporation's stock (or 20% or more of such stock in the case of insurance
companies, mutual funds, bank trust departments and certain other passive
investors that are holding stock for investment purposes only) are generally
deemed to be attributable, as are interests held by officers and directors of a
corporate parent of a broadcast licensee. In August 1999, the FCC adopted a new
"equity/debt plus" attribution rule, which will make attributable interests of
any party that holds a financial interest, whether equity or debt or some
combination thereof, in excess of 33% of a licensee's total capital if such
holder is either a significant program supplier to the licensee or if such
holder has another media interest in the same market.
National Television Limits. The FCC has conformed its national television
---------------------------
station multiple ownership rules with the Telecommunications Act. Specifically,
a single entity may hold "attributable interests" in an unlimited number of U.S.
television stations provided that those stations operate in markets containing
cumulatively no more than 35% of the television
15
homes in the United States. For this purpose, only 50% of the television
households in a market are counted towards the 35% national restriction if the
owned station is a UHF station (the "UHF discount"). An FCC rulemaking is under
way to address how to measure audience reach, including whether to alter the
"UHF discount," as part of the FCC's biennial review of the broadcast rules
mandated by the Telecommunications Act.
National Radio Limits. At present, the FCC imposes no limits on the number
---------------------
of radio stations that may be directly or indirectly owned nationally by a
single entity.
Local Television Limits. The FCC's local station "multiple ownership"
-----------------------
rules formerly provided that a license for a broadcast station would not be
granted if the applicant (or a party with an "attributable interest" in the
applicant) owned, or had an "attributable interest" in, another station of the
same type which covered a similar service area (a "duopoly").
As directed by the Telecommunications Act, the FCC conducted various
rulemaking proceedings to determine whether to retain, modify, or eliminate its
limitations on the number of television stations that a person or entity may
own, operate, or control, or have an "attributable interest" in, within the same
television market. Under its previous duopoly regulations, the FCC prohibited
ownership interests in television stations with overlapping signals of specified
strengths. In August 1999, the FCC released an order to relax this prohibition,
permitting, under certain conditions, common ownership of television stations
within a common geographic area. Specifically, the FCC modified its rules to
allow common ownership of two television stations, regardless of signal contour
overlap, as long as each station is a different Designated Market Area ("DMA")
(as determined by Nielsen Media Research or any successor entity). The FCC will
continue its practice of allowing common television ownership in the same DMA if
there is no Grade B contour overlap. The FCC will also now allow common
ownership of two television stations in the same DMA as long as eight
separately-owned full-power commercial and non-commercial television stations
will remain after the transaction to place the two stations under common
ownership is completed, provided that at least one of the stations in the
transaction is not among the top-four rated stations in the market. In addition,
the FCC will consider granting duopoly rule waivers to permit common ownership
of two television stations in the same market in cases in which a same-market
licensee is the only reasonably available buyer and the station being acquired
is either "failed," "failing," or "unbuilt."
The FCC will allow a party to own a television station (and a second
television station, if otherwise permitted under the new television duopoly
rule) along with any of the following radio station combinations in the same
market: (i) up to six radio stations (any combination of AM and FM stations that
complies with the local radio ownership rule) if at least 20 independent media
voices would exist in the market after the transaction creating the television-
radio combination; (ii) up to four radio stations (in compliance with local
radio ownership rules) if at least 10 independent media voices would exist in
the market after the transaction; or (iii) one radio station regardless of the
number of independent media voices remaining in the market after the
transaction. In those markets where a party owns only one television station and
there would be at least 20 independent media voices in the market after the
transaction, the FCC will allow common ownership of the television station and
seven radio stations (again, in compliance with local radio ownership rules).
The FCC will also allow waivers of the radio/TV cross-ownership rule in certain
cases in which one of the stations in the proposed transaction is a failed
station.
Local Radio Limits. The FCC imposes less severe restraints on the control
------------------
or ownership of AM and FM radio stations that serve the same area than are
imposed with regard to television stations. Pursuant to the Telecommunications
Act, the limits on the number of radio stations one entity may own locally have
been increased as follows: (i) in a market with 45 or more commercial radio
stations, an entity may own up to eight commercial radio stations, not more than
five of which are in the same service (AM or FM); (ii) in a market with between
30 and 44 (inclusive) commercial radio stations, an entity may own up to seven
commercial radio stations, not more than four of which are in the same service;
(iii) in a market with between 15 and 29 (inclusive) commercial radio stations,
an entity may own up to six commercial radio stations, not more than four of
which are in the same service; and (iv) in a market with 14 or fewer commercial
radio stations, an entity may own up to five commercial radio stations, not more
than three of which are in the same service, except that an entity may not own
more than 50% of the stations in such market. These numerical limits apply
regardless of the aggregate audience share of the radio stations sought to be
commonly owned. FCC ownership rules continue to permit an entity to own one FM
and one AM station in a local market regardless of market size. Irrespective of
FCC rules governing radio ownership, however, the Department of Justice and the
Federal Trade Commission have the authority to determine, and in certain radio
transactions have determined, that a particular transaction presents antitrust
concerns. Moreover, in certain recent cases the FCC has signaled a willingness
to independently examine issues of market concentration notwithstanding a
transaction's compliance with the numerical radio station limits. The FCC has
also indicated that it may propose further revisions to its radio multiple
ownership rules.
LMAs and JSAs. A number of television and radio stations have entered into
-------------
local marketing agreements ("LMAs"). While these agreements may take varying
forms, pursuant to a typical LMA separately owned and licensed broadcast
television stations agree to enter into cooperative arrangements of varying
sorts, subject to compliance with the requirements of antitrust
16
laws and with the FCC's rules and policies. Under these types of arrangements,
separately owned stations agree to function cooperatively in terms of
programming, advertising sales, etc., subject to the requirement that the
licensee of each station maintain independent control over the programming and
operations of its own station and assures compliance with applicable FCC rules
and policies. One typical type of LMA is a programming agreement between two
separately owned broadcast stations serving a common service area, whereby the
licensee of one station programs substantial portions of the broadcast day on
the other licensee's station, subject to ultimate editorial and other controls
being exercised by the latter licensee, and sells advertising time during such
program segments. At present, FCC rules permit LMAs, but the licensee of a
broadcast station brokering more than 15% of the time on another television
station in its market is generally considered to have an attributable interest
in the brokered station. Pre-existing television LMAs which do not conform to
the FCC's new local television multiple ownership limitations must be terminated
by August 5, 2001, unless they were entered into prior to November 5, 1996, in
which case they are grandfathered, conditioned on the FCC's 2004 biennial
review. During this initial grandfathering period and during the pendency of the
2004 review, these LMAs may continue in full force and effect, and may also be
transferred and renewed by the parties, though the renewing parties and/or
transferees take the LMAs subject to the review of the status of the LMA as part
of the 2004 biennial review. At that time, the Commission will reevaluate these
grandfathered television LMAs, on a case-by-case basis, to examine the
competition, diversity, equities, and public interest factors they raise and to
determine whether these LMAs should continue to be grandfathered. The FCC's
rules also prohibit a radio licensee from simulcasting more than 25% of its
programming on another station in the same broadcast service (i.e., AM-AM or FM-
FM) on a commonly owned station or through a time brokerage or LMA arrangement
where the stations serve substantially the same area.
Some television and radio stations have entered into cooperative
arrangements commonly known as joint sales agreements ("JSAs"). While these
agreements may take varying forms, under the typical JSA a station licensee
obtains, for a fee, the right to sell substantially all of the commercial
advertising on a separately-owned and licensed station in the same market. The
typical JSA also customarily involves the provision by the selling licensee of
certain sales, accounting, and "back office" services to the station whose
advertising is being sold. The typical JSA is distinct from an LMA in that a JSA
(unlike an LMA) normally does not involve programming. The FCC has determined
that issues of joint advertising sales should be left to enforcement by
antitrust authorities, and therefore does not generally regulate joint sales
practices between stations. Currently, stations for which a licensee sells time
under a JSA are not deemed by the FCC to be attributable interests of that
licensee.
Cross-Interest Policy. At the time it adopted its "equity/debt plus"
---------------------
attribution rule, the FCC eliminated its cross-interest policy, under which the
FCC considered certain meaningful relationships among competing media outlets in
the same market, even if the ownership rules did not specifically prohibit the
relationship, to determine whether, in a particular market, the meaningful
relationships between competitors could have a significant adverse effect upon
economic competition and program diversity.
Television/Cable Cross Ownership. The statutory prohibition against
--------------------------------
television station/cable system cross-ownership is repealed in the
Telecommunications Act, but the FCC's parallel cross-ownership rule remains in
place. The television station/daily newspaper cross-ownership prohibition in the
FCC rules was not repealed by the Telecommunications Act. The FCC, however, is
conducting a proceeding regarding waivers of that restriction. The
Telecommunications Act requires the FCC to review its ownership rules biennially
as part of its regulatory reform obligations.
If an attributable stockholder of the Company has or acquires an
attributable interest in other television or radio stations, or in daily
newspapers or cable systems, depending on the size and location of such
stations, newspapers, or cable systems, or if a proposed acquisition by the
Company or Fisher Broadcasting would cause a violation of the FCC's multiple
ownership rules or cross-ownership restrictions, Fisher Broadcasting may be
unable to obtain from the FCC one or more authorizations needed to conduct its
business and may be unable to obtain FCC consents for certain future
acquisitions.
Alien Ownership
Under the Communications Act, broadcast licenses may not be granted to or
held by any foreign corporation, or a corporation having more than one-fifth of
its capital stock owned of record or voted by non-U.S. citizens (including a
non-U.S. corporation), foreign governments or their representatives
(collectively, "Aliens"). The Communications Act also prohibits a corporation,
without an FCC public interest finding, from holding a broadcast license if that
corporation is controlled, directly or indirectly, by a foreign corporation, or
a corporation in which more than one-fourth of the capital stock is owned of
record or voted by Aliens. The FCC has issued interpretations of existing law
under which these restrictions in modified form apply to other forms of business
organizations, including general and limited partnerships. As a result of these
provisions, and without an FCC public interest finding, the Company, which
serves as a holding company for its television station licensee subsidiaries,
cannot have more than 25% of its capital stock owned of record or voted by
Aliens. While the Company does not track the precise percentage of stock owned
by Aliens at any particular time, it does take steps to confirm
17
continued compliance with these alien ownership restrictions when it files FCC
applications for new stations or major changes in its stations.
Programming and Operation
The Communications Act requires broadcasters to serve the "public
interest." Since the late 1970s, the FCC gradually relaxed or eliminated many of
the more formalized procedures it had developed to promote the broadcast of
certain types of programming responsive to the needs of a station's community of
license. Broadcast station licensees continue, however, to be required to
present programming that is responsive to community problems, needs and
interests and to maintain certain records demonstrating such responsiveness.
Complaints from viewers concerning a station's programming may be considered by
the FCC when it evaluates license renewal applications, although such complaints
may be filed, and generally may be considered by the FCC, at any time. Stations
must also follow various FCC rules that regulate, among other things, children's
television programming, political advertising, sponsorship identifications,
contest and lottery advertising, obscene and indecent broadcasts, and technical
operations, including limits on radio frequency radiation.
On February 2, 2000, the FCC released the text of a Report and Order, which
adopted a new equal employment opportunities ("EEO") rule. The new rule requires
broadcast licensees to provide equal opportunity in employment to all qualified
persons, and prohibits discrimination against any person by broadcast stations
because of race, color, religion, national origin or sex. The EEO rule requires
each station to establish, maintain and carry out a positive continuing program
of specific practices designed to ensure equal opportunity and nondiscrimination
in every aspect of station employment policy and practice. It requires stations
to recruit for every job vacancy using a variety of recruitment sources
sufficient to widely disseminate information concerning the vacancy. In
addition, stations are required either (a) to provide notification of each
vacancy to any organization that distributes information about employment
opportunities upon request and to engage in a specific number of EEO
initiatives, or (b) to adopt alternative recruitment techniques that will result
in a diverse pool of job applicants. Stations will be required to maintain
extensive records regarding their efforts to comply with the rule, to submit
regular reports to the FCC evaluating their EEO programs, and each station's
performance will be reviewed by the FCC at mid-point of their renewal term and
as part of the renewal process. Stations with few employees are exempted from
certain portions of the FCC's EEO requirements.
Syndicated Exclusivity/Territorial Exclusivity
Effective January 1, 1990, the FCC reimposed syndicated exclusivity rules
and expanded the existing network non-duplication rules. The syndicated
exclusivity rules allow local broadcast stations to require that cable
television operators black out certain syndicated, non-network programming
carried on "distant signals" (i.e., signals of broadcast stations, including so-
called superstations, that serve areas substantially removed from the local
community). Under certain circumstances, the network non-duplication rule allows
local broadcast network affiliates to require that cable television operators
black out duplicative network broadcast programming carried on more distant
signals.
Restrictions on Broadcast Advertising
The advertising of cigarettes on broadcast stations has been banned for
many years. The broadcast advertising of smokeless tobacco products has more
recently been banned by Congress. Certain Congressional committees have examined
legislative proposals to eliminate or severely restrict the advertising of
alcohol, including beer and wine. Fisher Broadcasting cannot predict whether any
or all of such proposals will be enacted into law and, if so, what the final
form of such law might be. The elimination of all beer and wine advertising
would have an adverse effect on Fisher Broadcasting's stations' revenues and
operating income, as well as the revenues and operating incomes of other
stations that carry beer and wine advertising.
Additionally, the FCC has promulgated a number of regulations prohibiting,
with certain exceptions, advertising relating to lotteries and casinos. The U.S.
Court of Appeals for the Ninth Circuit (which includes Washington, Oregon, Idaho
and Montana) has ruled that the limits on casino advertising are
unconstitutional and therefore invalid. The U.S. Supreme Court has declined to
review that decision. In June 1999, the U.S. Supreme Court held that current
federal law cannot be applied under the First Amendment to prohibit
advertisements of lawful private casino gambling on broadcast stations located
in Louisiana. The Supreme Court's holding, however, did not specifically address
any similar state law prohibitions. In September 1999, the FCC released a Public
Notice indicating that, in the U.S. Government's brief in a case before the U.S.
Court of Appeals for the Third Circuit, the Government, in light of the Supreme
Court's reasoning, has concluded that 18 U.S.C. (S) 1304 (broadcasting lottery
information), as currently written, may not constitutionally be applied to
truthful advertisements for lawful casino gambling, regardless of whether the
broadcaster who transmits the advertisement is located in a state that permits
casino
18
gambling or a state that prohibits it. The FCC indicated that it would re-
evaluate this matter following the Third Circuit's disposition of this case.
The FCC has also placed limits upon the amount of commercialization during,
and adjacent to, television programming intended for an audience of children
ages 12 and under.
Closed Captioning
In late 1998, on reconsideration of its decision earlier that year
regarding requirements for closed captioning of video programming, the FCC
adopted rules requiring that 100% of all new English-language video programming
be closed captioned by January 2006, and all new Spanish-language programming be
closed captioned by January 2010. The FCC was required to develop closed
captioning rules by the Telecommunications Act. English and Spanish language
programming first exhibited prior to January 1, 1998, is subject to different
compliance schedules. In all cases, the FCC's new rules require programming
distributors to continue to provide captioning at substantially the same level
as the average level of captioning that they provided during the first six
months of 1997, even if that amount exceeds the benchmarks applicable under the
new rules. Certain station and programming categories are exempt from the closed
captioning rules, including stations or programming for which the captioning
requirement has been waived by the FCC after a showing of undue burden has been
made.
Other Programming Restrictions
The Telecommunications Act requires that any newly manufactured television
set with a picture screen of 13 inches or greater be equipped with a feature
designed to enable viewers to block all programs with a certain violence rating
(the "v-chip"). In an Order adopted March 12, 1998, the FCC required that at
least one-half of all television receiver models with screen sizes 13 inches or
greater produced after July 1, 1999 have the v-chip technology installed, and
that all such television receivers have v-chips by January 1, 2000. The
television industry has adopted, effective January 1, 1997, and subsequently
revised, August 1, 1997, a voluntarily rating scheme regarding violence and
sexual content contained in television programs. The March 12, 1998 order found
that the industry scheme meets the standards of the Telecommunications Act.
Fisher Broadcasting cannot predict whether the v-chip and a ratings system will
have any significant effect on the operations of its business.
The FCC has adopted regulations effectively requiring television stations
to broadcast a minimum of three hours per week of programming designed to meet
specifically identifiable educational and informational needs, and interests, of
children. Present FCC regulations require that each television station licensee
appoint a liaison responsible for children's' programming. Information regarding
children's programming and commercialization during such programming is required
to be compiled quarterly and made available to the public. This programming
information is also required to be filed with the FCC annually. Fisher
Broadcasting does not believe that the FCC children's programming regulations
described above have, or will have, an adverse effect on the operation of its
business.
Cable "Must-Carry" or "Retransmission Consent" Rights
The 1992 Cable Act requires television broadcasters to make an election to
exercise either "must-carry" or "retransmission consent" rights in connection
with the carriage of television stations by cable television systems in the
station's local market. If a broadcaster chooses to exercise its must-carry
rights, it may demand carriage on a specified channel on cable systems within
its market, which, in certain circumstances, may be denied. Must-carry rights
are not absolute, and their exercise is dependent on variables such as the
number of activated channels on and the location and size of the cable system,
the amount of duplicative programming on a broadcast station, and the technical
quality of the signal delivered by the station to the cable system headend. If a
broadcaster chooses to exercise its retransmission consent rights, it may
prohibit cable systems from carrying its signal, or permit carriage under a
negotiated compensation arrangement. Each Fisher Broadcasting station has
elected either to require retransmission consent or to exercise its must-carry
rights with regard to each cable system in their respective DMAs and are
currently being carried by all of the cable systems deemed material by Fisher
Broadcasting to the operation of those stations. It is the cable industry's
desire to eliminate the must-carry provision as the television converts to DTV.
Elimination of must-carry could adversely affect Fisher Broadcasting's results
of operations.
Satellite Home Viewer Act
The Satellite Home Viewer Act ("SHVA") permits satellite carriers and
direct broadcast satellite carriers to provide to certain satellite dish
subscribers a package of network affiliated stations as part of their service
offering. This service is
19
not intended to be offered to subscribers who are capable of receiving their
local affiliates off the air through the use of conventional rooftop antennas or
who have received network affiliated stations by cable within the past 90 days.
Furthermore, the package of affiliate stations is intended to be offered only
for private home viewing, and not to commercial establishments. The purpose of
the SHVA is to facilitate the ability of viewers in so-called "white areas" to
receive broadcast network programming when they are unable to receive such
programming from a local affiliate, while protecting local affiliates from
having the programming of their network imported into their market by satellite
carriers. As a result of litigation, certain satellite carriers were prohibited
from offering program packages that include the package of network affiliates to
subscribers that were outside of "white areas."
In response to the concerns of broadcasters, satellite carriers, and
viewers, Congress enacted the Satellite Home Viewer Improvement Act of 1999
("1999 SHVIA"), on November 29, 1999. This act authorizes satellite carriers to
add more local and national broadcast programming to their offerings, and to
make that programming available to subscribers who previously have been
prohibited from receiving broadcast fare via satellite under compulsory
licensing provisions of the copyright law. The legislation generally seeks to
place satellite carriers on an equal footing with local cable operators when it
comes to the availability of broadcast programming, including the reception of
local broadcast signals by satellite retransmission ("local into local") and
thus give consumers more and better choices in selecting a multichannel video
program distributor ("MVPD"). Among other things, the new legislation requires
broadcasters, until 2006, to negotiate in good faith with satellite carriers and
MVPDs with respect to their retransmission of the broadcasters' signals, and
prohibits broadcasters from entering into exclusive retransmission agreements.
Fisher Broadcasting has undertaken negotiations with two MVPDs regarding local
into local satellite retransmission of the signals of KOMO TV in Seattle, KATU
in Portland, and its other television stations, when and if local into local
service becomes available. Fisher Broadcasting cannot predict whether or on what
terms agreement will be reached as a result of such negotiations, nor can it
predict the economic impact on its stations if it is unable to reach agreement
for the local into local satellite retransmission of any or all of its stations.
The FCC has initiated several rulemakings to implement the 1999 SHVIA, including
a proceeding to determine whether, and to what extent, the FCC's network non-
duplication, syndicated exclusivity and sports blackout rules should apply to
satellite retransmissions, and to resolve a number of issues relating to
retransmission consent issues. Fisher Broadcasting cannot predict the outcome of
those proceedings.
Digital Television
In February 1998, the FCC issued regulations regarding the implementation
of advanced television in the United States. These regulations govern a new form
of digital telecasting ("DTV") based on technical standards adopted by the FCC
in December 1996. DTV is the technology that allows the broadcast and reception
of a digital binary code signal, in contrast to the current analog signal, which
is transmitted through amplitude and frequency variation of a carrier wave.
Digitally transmitted sound and picture data can be compressed, allowing
broadcasters to transmit several standard definition pictures within the same
amount of spectrum currently required for a single analog channel. DTV also
allows broadcasters to transmit enough information to create a high definition
television ("HDTV") signal. The FCC's regulations permit, but do not require,
broadcasters to provide an HDTV signal, which features over 1,000 lines of
resolution, rather than the 525 lines of resolution used in analog television
sets. The greater number of lines of resolution will allow HDTV to provide a far
more detailed picture than existing television sets can produce.
Under the FCC's DTV rules each existing station will be given a second
channel on which to initiate DTV broadcasts. The FCC has specified the channel
and the maximum power that may be radiated by each station. DTV stations will be
limited to 1 million watts Effective Radiated Power, and no station has been
assigned less than 50 thousand watts Effective Radiated Power. The FCC has
stated that the new channels will be paired with existing analog channels, and
broadcasters will not be permitted to sell their DTV channels, while retaining
their analog channels, and vice versa. Each station operated by Fisher
Broadcasting and its affiliates has been allocated a second DTV channel.
Affiliates of the ABC, CBS, Fox and NBC television networks in the top 10
television markets had until May 1, 1999, to construct and commence operation of
DTV facilities on their newly allocated DTV channels. Affiliates of those
networks in markets 11 through 30 had until November 1, 1999 to do the same.
All other commercial television stations will be given until May 1, 2002 to
place a DTV signal on the air, and all non-commercial stations will have until
May 1, 2003. Stations will have one-half of the specified construction periods
in which to apply to the FCC for a construction permit authorizing construction
of the new DTV facilities. The FCC has indicated its intention to act
expeditiously on such applications. While the FCC has announced its intention
to grant extensions of the construction deadlines in appropriate cases, the
impact of failing to meet these applications and construction deadlines cannot
be predicted at this time.
20
Fisher Broadcasting has already constructed and commenced DTV operation of
stations KOMO-DT in Seattle and KATU-DT in Portland. Applications were timely
filed for DTV stations to be paired with each of the other Fisher Broadcasting
television stations.
Once a Fisher Broadcasting station begins operation of its new DTV
facilities it will be required to deliver, at a minimum, a free programming
service with picture resolution at least as good as that of the current analog
service provided by the station, and will have to be aired during the same time
periods as the current service. It may prove possible to provide more than one
of such "analog equivalent" signals over a single DTV channel, or to mix an
"analog equivalent" signal with other forms of digital material. The FCC will
not require a broadcaster to transmit a higher quality, HDTV signal over a DTV
channel; the choice as to whether to transmit an HDTV signal or one or more
"analog equivalent" channels will be left up to the station licensee. It is not
believed possible, under the present state of the art, to transmit additional
program material over the DTV signal while it is transmitting in the HDTV mode.
It cannot be predicted whether competitors of Fisher Broadcasting's television
stations will operate in the HDTV or "analog equivalent" mode or the economic
impact of such choices on the stations' operations.
Stations operating in the DTV mode will be subject to existing public
service requirements. The FCC has announced that it will consider imposing
additional public service requirements, such as free advertising time for
federal political candidates, and increased news, public affairs, and children's
programming requirements, in the future. It cannot be predicted whether such
changes will be adopted, or any impact they might have on station operations.
By 2003, DTV stations will have to devote at least one-half of their
broadcast time to duplication of the programming on their paired analog
stations. In 2004, this simulcasting requirement will increase to 75%, and to
100% in 2005.
The FCC has indicated that the transition from analog to digital service
will end in 2006, at which time one of the two channels being used by
broadcasters will have to be relinquished to the government, and DTV
transmissions will be "repacked" into channels 2-51. Congress has established
certain conditions that, if met, would allow the FCC to delay the termination of
analog broadcasting beyond 2006.
In addition, the FCC, in November 1998, voted to impose a fee on DTV
licensees providing ancillary and supplementary services via their digital
spectrum. The fee will equal five percent of gross revenues obtained from the
provision of such ancillary and supplementary services, but will not be assessed
against revenues generated by the traditional sale of broadcast time for
advertising. The FCC said that it was following the stated goals of the
Telecommunications Act to recover a portion of the value of the DTV spectrum,
avoid unjust enrichment of broadcasters, and recover an amount equal to that
which would have been obtained if the spectrum had been auctioned for such
ancillary services.
Implementation of DTV is expected to generally improve the technical
quality of television signals received by viewers. Under certain circumstances,
however, conversion to DTV may reduce a station's geographic coverage area or
result in some increased interference. Also, the FCC's allocations could reduce
the competitive advantage presently enjoyed by several of Fisher Broadcasting's
television stations, including its stations in Seattle and Portland, which
operate on low VHF channels serving broad areas. Implementation of DTV will
impose substantial additional costs on television stations because of the need
to replace equipment and because some stations will operate at higher utility
costs. Fisher Broadcasting estimates that the adoption of DTV would require a
broad range of capital expenditures to provide facilities and equipment
necessary to produce and broadcast DTV programming. The introduction of this
new technology will require that customers purchase new receivers (television
sets) for DTV signals or, if available by that time, adapters for their existing
receivers.
The FCC's authorized DTV system utilizes a form of modulation known as 8-
VSB. Several broadcast groups have raised questions concerning the efficacy of
the 8-VSB modulation standard, particularly in urban settings, due to multipath
problems exhibited in some first-generation DTV receivers.. A Petition for
Expedited Rulemaking was filed with the FCC requesting that the FCC modify its
rules to allow broadcasters to transmit DTV signals using COFDM, a different
modulation technique, in addition to the current 8-VSB modulation standard. On
February 4, 2000, the FCC denied that rulemaking request, but stated however
that the issue of the adequacy of the DTV standard is more appropriately
addressed in the context of its forthcoming biennial review of the entire DTV
transition, and that, as a part of that proceeding, the FCC will encourage
parties to comment on concerns regarding the 8-VSB standard. Fisher
Broadcasting cannot predict whether the DTV modulation scheme will be changed or
the impact of such a change on its future DTV operations.
Class A LPTV Stations. The low-power television ("LPTV") service was
established by the FCC in 1982 as a secondary spectrum priority service. LPTV
stations have been prohibited from causing objectionable interference to
existing full service television stations such as operated by Fisher
Broadcasting and which must yield to facilities increases of existing
21
full service stations or to new full service stations. On November 29, 1999,
Congress enacted the Community Broadcasters Protection Act of 1999 (the "CPBA")
which required the Commission to prescribe regulations establishing a Class A
license available to licensees of qualifying LPTV stations. The CBPA directs
that Class A licensees be accorded primary status as a television broadcaster as
long as the station continues to meet the requirements set forth in the statute
for a qualifying LPTV station. In addition to other matters, the CBPA set out
certain certification and application procedures for LPTV licensees seeking to
obtain Class A status, prescribes the criteria LPTV stations must meet to be
eligible for a Class A license, and outlines the interference protection Class A
applicants must provide to analog, DTV, LPTV and TV translator stations. The FCC
issued an Order and Notice of Proposed Rule Making on January 13, 2000,
proposing rules to implement the CBPA. Fisher Broadcasting cannot predict
whether Class A LPTV stations will limit the ability of Fisher Broadcasting to
make modifications to its existing and currently proposed television facilities.
Low Power FM. On January 27, 2000, the FCC adopted a Report and Order
creating two new classes of low power FM ("LPFM") stations. They would operate
with a maximum power of 100 and 10 watts, respectively, and eligible licensees
are limited to non-profit entities proposing non-commercial operation. The new
LPFM stations would be required to met minimum separation requirements to
protect the service contours of existing FM, FM translator and FM booster
stations, and proposed FM and FM translator stations. Certain parties which
proposed that the new service permit individuals and for-profit entities to
operate LPFM stations on a commercial basis may seek reconsideration or judicial
review of the Report and Order. Fisher Broadcasting cannot predict the outcome
of such a review, or whether LPFM stations as currently contemplated will limit
the ability of Fisher Broadcasting to make modifications to its existing and
currently proposed radio facilities.
Proposed Legislation and Regulations
Under certain circumstances, broadcast stations currently are required to
provide political candidates with discounted air time in the form of lowest unit
rates. A number of changes have been proposed before Congress to mandate public
service obligations on broadcast stations such as the provision of free or
discounted air time for political candidates. From time to time, legislation is
introduced to change campaign financing or limit political contributions.
Fisher Broadcasting is unable to predict the outcome of this debate regarding
political advertising and campaign finance reform. Requirements to provide free
air time to candidates or to provide further discounts for air time, as well as
any legislation that results in decreasing political or advocacy spending, could
adversely affect the financial performance of Fisher Broadcasting.
Other matters that could affect Fisher Broadcasting's stations include
technological innovations affecting the mass communications industry such as
technical allocation matters, including assignment by the FCC of channels for
additional broadcast stations, low-power television stations and wireless cable
systems and their relationship to and competition with full-power television
broadcasting service.
Congress and the FCC also have under consideration, or may in the future
consider and adopt, new laws, regulations and policies regarding a wide variety
of matters that could, directly or indirectly, affect the operation, ownership
and profitability of Fisher Broadcasting's broadcasting business, resulting in
the loss of audience share and advertising revenues of the stations, and
affecting Fisher Broadcasting's ability to acquire additional, or retain
ownership of existing, broadcast stations, or finance such acquisitions. Such
matters include, for example, (i) changes to the license renewal process; (ii)
imposition of spectrum use or other governmentally imposed fees upon a licensee;
(iii) proposals to change rules or policies relating to political broadcasting;
(iv) technical and frequency allocation matters, including those relative to the
implementation of DTV; (v) proposals to restrict or prohibit the advertising of
beer, wine and other alcoholic beverages on broadcast stations; (vi) changes to
broadcast technical requirements; and (vii) proposals to limit the tax
deductibility of advertising expenses by advertisers. Fisher Broadcasting
cannot predict what other matters might be considered in the future, nor can it
judge in advance what impact, if any, the implementation of any of these
proposals or changes might have on its broadcasting business.
The foregoing is a summary of the material provisions of the Communications Act,
the Telecommunications Act, and other Congressional acts or related FCC
regulations and policies applicable to Fisher Broadcasting. Reference is made
to the Communications Act, the Telecommunications Act, and other Congressional
acts, such regulations, and the public notices promulgated by the FCC, on which
the foregoing summary is based, for further information. There are many
additional FCC regulations and policies, and regulations and policies of other
federal agencies, that govern political broadcasts, public affairs programming,
equal employment opportunities and other areas affecting Fisher Broadcasting's
broadcasting business and operations.
22
SATELLITE, INTERNET, AND EMERGING MEDIA OPERATIONS
Introduction
Fisher Communications (FishComm) is a regional satellite teleport operator
and emerging media development company. FishComm was created in 1995 to expand
on Fisher Broadcasting's capacity to develop revenue from existing resources,
such as satellite communications receive and transmit facilities, and to
investigate the potential for revenue streams from new technologies such as the
Internet. Since its inception, FishComm has operated satellite communications
teleports in Portland and Seattle, primarily supplying news and sporting event
video originating from these two markets for distant multi- and single market
consumption. The Portland teleport consists of two C-band transmit and receive
satellite dishes, while the Seattle Teleport consists of four such dishes. The
teleports are connected to each other via a bi-directional microwave line and to
all major NW sports venues via fiber lines. KU-band satellite transmissions are
handled by a mobile truck. The list of FishComm's current clients includes ABC,
CNN, ESPN, MSNBC, ESPN, Fox News, Microsoft and Conus for occasional use video
purposes and Canadian Communications Corporation for continuous use purposes.
FishComm also operates a fiber optic terminal with connectivity to the Vyvx
national fiber optic network for point to point transmission of audio and video
signals. In addition FishComm offers studio facilities for satellite interviews
and distance learning, satellite and fiber booking services and tape playout
capability in both Portland and Seattle markets. Fisher Broadcasting believes
that the combination of fiber optic and satellite communication capabilities
provides FishComm with a competitive advantage in the efficient transmission of
point-to-point and point-to-multi-point video and audio from the Pacific
Northwest.
FishComm's Internet division currently provides bandwidth and e-mail
services internally to other divisions of Fisher Companies Inc. Current revenues
attributable to FishComm's operations are not material to the Company's results
of operations. As the Internet continues to expand, potential applications
internally and externally could increase.
Company Performance
From its inception, FishComm has focused on profitably marketing the excess
capacity of Fisher Broadcasting's existing resources and adding to those
resources to increase service offerings as the business expands and grows.
Revenues generated through existing video transmission services and other
associated services (i.e. studio use, tape playout, booking services) have
increased in excess of 10% in the past year. The addition of a KU-band truck
has given FishComm the ability to offer on-site transmission services to
clients, which in itself has increased revenues substantially. FishComm's
revenues and earnings remain mainly event driven. News and sporting events
occurring in the Northwest, primarily Portland and Seattle, create the demand,
and therefore effect revenues received, for the transmission services that
FishComm provides.
Other
Fisher Companies Inc. owns 500,000 shares of the common stock of TeraBeam
Corporation which it acquired for $2 per share in December, 1998. TeraBeam
Corporation is engaged in the development of a high-speed optical free-space
wireless transmission system for integrated data, video, and telephony for the
business and consumer markets.
PROGRAM CONTENT PRODUCTION AND SYNDICATION
Introduction
The mission of Fisher Entertainment is to supply programming for cable
networks, broadcast syndication and emerging media. It plans to fulfill this
mission in several ways: developing original program content, exploiting the
library of programming previously created by Fisher Broadcasting and
establishing alliances with other producers to enhance creative output and merge
complementary skills.
Fisher Broadcasting has significant experience in producing original
programming. For example, KOMO-TV's weekday program, Northwest Afternoon and
KATU's morning program, AM Northwest, are two of the longest running locally
produced daytime programs in the U.S. In addition, both KOMO and KATU have won
numerous awards over the years for their locally produced programs. As a content
provider, Fisher Entertainment will take advantage of Fisher Broadcasting's
expertise and the opportunities presented in the Fisher Plaza digital production
facility anticipated to open in the second quarter of 2000. This state-of-the-
art production facility is expected to provide Fisher Entertainment with a
competitive advantage in producing cost-effective television content. Fisher
Entertainment's focus will be primarily on supplying original productions for
national cable television networks, secondarily for broadcast syndication, and
thirdly, with a longer term focus, for emerging internet-based service
providers.
23
General Overview
There are nearly 100 million U.S. television households of which
approximately 68 million are wired cable households and 10.5 million receive
television via direct broadcast satellite. Over the past five years, total U.S.
TV households have increased by approximately 6 million, while cable households
have increased by 9.5 million and virtually all of the 10.5 million DBS
households have been added. Thus, the potential audience for programming
delivered by satellite and cable networks has increased at a rate more than
three times that of all U.S. TV households during that period.
Overall household television viewing has risen to slightly more than 50
hours per week. The average home receives 43 channels and views 10 channels for
10 or more continuous minutes per week. With the proliferation of viewing
alternatives, the time spent per channel has decreased from 5.1 to 4.9 hours per
channel per week (Nielsen Media Research). While adult viewing is increasing,
viewing among teens and children is decreasing. The proliferation of viewing
alternatives has increased the demand for more quality programming by cable
channels and over the air broadcasters. It is projected that national
broadcast spending will grow 7.5% in 2000 over 1999, while network cable
spending will grow 24% (Myers Group).
Syndication revenue is comprised of national advertising in off-network
reruns and original first-run daily and weekly programs produced for sale on a
market by market basis. Syndicated programs fill the available time periods when
there are no network programs. Syndication is an effective vehicle for national
advertisers when a program achieves 80+% coverage of U.S. TV households through
local market station sales. Syndicated programming is a staple for many cable
networks, as well as over the air broadcasters.
It is currently estimated that 42% of TV households have video games, 40%
have home computers and 10% have home Internet access. Including the home, the
workplace and school, 39% of persons 16 or older in the U.S. and Canada (88
million) have access to the Internet, 21% (47 million) have used the world wide
web in the past three months and 15% of those (5.6 million) have used it to
purchase a product or service on-line (Nielsen Media Research).
Internet advertising revenues were virtually non-existent in 1995. It is
estimated that advertisers spent $2.5 billion on Internet advertising in 1999,
an increase of 75% over 1998, and that there will be a further 80% growth in
online advertising revenues to $4.3 billion in 2000 (Myers Group).
Competitive Marketplace
Cable. It is estimated that national cable networks spend $2.25 billion on
------
original program production and as advertising revenues grow, budgets for
original production are forecast to expand. The demand for original productions
is expected to continue to escalate (Paul Kagan & Associates).
Most cable networks rely on outside suppliers to fill their needs for non-
fiction original productions. The majority of these original programs are
commissioned from independent (non-studio affiliated) suppliers with whom the
cable networks have long-term relationships. The cable networks often retain all
ownership rights under these agreements.
There are forty ad supported basic cable networks that achieve reported
ratings. Twenty-four are fully distributed networks with more than 50 million
households. Sixteen are mid-size networks with up to 50 million households.
Fisher Entertainment is currently targeting ad supported cable networks for
developing production alliances either because they are heavily reliant on
externally produced product or because they pay consequential license fees.
Seven are fully distributed (USA, Lifetime, MTV, Comedy Central, Fox Family,
Discovery Network, and The Learning Channel). Six are mid-size (Disney Channel,
Animal Planet, Home & Garden, Food Network, Court TV and Travel Channel).
Fisher Entertainment currently has three one-hour specials in production
for Discovery Networks with combined production fees in excess of $500,000.
They are Mt. St. Helens' Fury, which capitalizes on KOMO TV and KATU library
footage, plus Daytona Bike Week and Scream Machines.
Fisher Entertainment is positioning itself to become a recognized cable
content provider. Unlike its competitors, which primarily operate on a work-for-
hire basis, Fisher Entertainment's business plan is predicated on strategic
alliances in which it retains rights and equity in the creative television
content it produces for cable and, as often as possible, retains telecast rights
on the Fisher stations. Despite the growth in advertising revenues for the cable
sector, individual networks continue to seek economies in original production to
bolster operating cash flow.
24
Broadcast Syndication. First-run syndication is the production of original
----------------------
programs that are sold on a station-by-station, market-by-market basis. Stations
pay for the programs with cash, with a portion of the commercial time within the
program (barter), or a combination of the two. There is a high level of
competition for a limited number of available station time periods. Fisher
Entertainment's goal is to enter the syndication marketplace in the 2000/2001
broadcast season on a limited basis with a weekly series funded largely through
local station advertising revenues. Syndication is but one platform in a
multiple platform approach to developing content.
Broadcast syndication has shown the same downward pressure on rating
delivery as network primetime due to the proliferation of viewing alternatives.
As a result, profit pressures have increased. Strong production partnerships and
production economies are as essential to profits in syndication as they are in
cable. Secondary revenue opportunities such as foreign sales, ancillary revenues
and back-end cable sales are important to determining which syndication projects
to launch. The goal of Fisher Entertainment is to select and/or co-venture
broadcast syndication productions with strong potential in domestic syndication
and good opportunities to generate secondary revenues.
Emerging Media. Internet content is in its infancy. Fisher Entertainment
---------------
plans to supply digital programming for Internet distribution when the Fisher
Plaza digital production facility is completed, which is expected to be in the
second quarter of 2000. It is also a goal of Fisher Entertainment to establish
strategic program production alliances with Internet service providers with a
view to creating content for broadcast television and cable that extends the
Internet brand to a mass television audience. In addition, Fisher Entertainment
continues in its plan to exploit the Fisher station libraries by developing a
searchable database of program materials for outside producers and out-of-market
stations accessed via the Internet.
Forward Looking Statements
The current and proposed business plans of Fisher Entertainment discussed
above include certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "PSLRA"). This statement
is included for the express purpose of availing the Company of the protections
of the safe harbor provisions of the PSLRA. Management's ability to predict
results or the effect of future plans is inherently uncertain, and is subject to
factors that may cause actual results to differ materially from those projected.
Factors that could affect the actual results include unanticipated changes in
the very rapidly developing cable, syndication and internet industries, the
effects of intense competition and related performance and price pressures, both
from existing competitors and new competitors that can be expected to enter into
these markets, and uncertainties inherent in the start up of any new business
venture, particularly in industries that are evolving as quickly and
dramatically as those in which Fisher Entertainment will compete. While Fisher
Broadcasting has created significant programming in the past, neither Fisher
Broadcasting nor Fisher Companies has experience in the creation and
distribution of programming on the scale contemplated by Fisher Entertainment.
In addition to this inexperience and the other factors set out above, the risks
associated with this new division include: startup costs, performance of certain
key personnel new to the Company, the difficulties of retaining high content
standards while producing mass appeal entertainment and the unpredictability of
audience tastes.
FLOUR MILLING AND FOOD DISTRIBUTION OPERATIONS
INTRODUCTION
The Company's flour milling and food distribution operations are conducted
through Fisher Mills Inc. ("FMI"), a wholly owned subsidiary of the Company.
FMI is a manufacturer of wheat flour and a distributor of bakery products.
Wheat flour is produced at FMI's milling sites in Seattle, Washington; Portland,
Oregon and Modesto, California. FMI and Koch Agriculture Company of Wichita,
Kansas were, until July 1, 1999 each 50% owners of a limited liability company
called Koch Fisher Mills LLC which owned and operated a flour milling facility
in Blackfoot, Idaho. FMI had operating and sales responsibilities for the
Blackfoot Facility. On July 1, 1999, the Company and FMI purchased the Koch
interests and the Blackfoot facility is now operated as a wholly owned
subsidiary known as Fisher Mills LLC. The Blackfoot facility commenced
operations in April 1997, and was significantly expanded during 1998 with
construction of a conventional flour mill, which began operations in December of
1998.
During 1998, FMI produced approximately 2 million pounds of flour daily.
FMI anticipates that, when the Blackfoot mill expansion achieves full commercial
production, the Blackfoot facility will add an additional 1.25 million pounds of
flour per day. To date, FMI has been unable to sell the full output of the
Blackfoot facility. Fluctuations in wheat prices can result in fluctuations in
FMI's revenues and profits. FMI seeks to hedge flour sales through the purchase
of wheat futures or cash wheat. FMI does not speculate in the wheat market.
Wheat is purchased from grain merchandisers in
25
Washington, Idaho, Montana and California, and is delivered directly to the
mills by rail or truck. Manufactured flour is delivered to customers by rail
or truck.
Bakery products purchased from other food manufacturers are warehoused and
distributed, along with FMI-manufactured flour, from FMI's three warehouses in
Seattle, Washington; Portland, Oregon and Rancho Cucamonga, California. FMI's
distribution division markets its products primarily in the retail bakery and
food manufacturing industries. FMI makes deliveries using company owned and
leased vehicles.
As of December 31, 1999, FMI had 243 full-time employees.
In March, 2000, U.S. Bancorp Piper Jaffray Inc. was engaged as a financial
advisor to assist management with the sale of its flour milling and bakery
products distribution operations. The Company believes that the sale of these
assets will help to focus its resources on its remaining businesses and on
becoming a more fully integrated communications and media enterprise.
BUSINESS PRODUCTS
FMI's mills produce wheat flour for sale to a wide variety of end-users.
FMI primarily serves specialty niche markets with bag product for smaller
manufacturers, institutional markets such as restaurants and hotels, retail and
in-store bakeries. Bulk flour shipped in rail cars and tanker trucks is
delivered to large wholesale bakeries and mix manufacturers.
FMI produces approximately 50 grades of flour, ranging from high-gluten
spring wheat flour to low-protein cake and cookie flour. FMI believes that it
differentiates itself from competitors by producing high quality specialty
flours for specific applications. FMI also produces millfeed for sale to the
animal feed industry. Millfeed is incorporated into feed rations for dairy
cattle and other livestock.
FMI's food distribution division purchases and markets approximately 2,000
bakery related items, including grain commodities (such as corn, oats, rye and
barley products), mixes, sugars and shortenings, paper goods, and other items.
Where appropriate, FMI takes advantage of bulk buying discounts and exclusive
supplier agreements to purchase bakery products at favorable market prices.
COMPETITION
The U.S. milling industry is currently composed of 200 flour mills, down
from 252 in 1981, with a median mill size of approximately 7,500 hundred-weights
(cwt). per day capacity. During the same period, the number of milling
companies has decreased from 166 to 95. Despite a decline in the number of
milling companies, milling capacity has increased. The largest five
manufacturers account for approximately 67% of total U.S. capacity. FMI, at
36,500 cwt of daily capacity (including the output of the Blackfoot facility),
ranks 8th in the U.S.
MARKETING
FMI's milling division markets its products principally in the states of
Washington, Oregon and California. The majority of FMI's flour sales are made
under contractual agreements with large wholesale bakeries, mix manufacturers,
blending facilities, food service distributors, and finished food manufacturers.
No flour customer accounted for more than ten percent of FMI's total revenues
during 1998.
FMI's food distribution division, including its wholly-owned subsidiary,
Sam Wylde Flour Co., Inc., markets its products primarily within a 100-mile
radius of FMI's warehouses. FMI's customer base consists primarily of retail
and wholesale bakeries, in-store bakeries, retail and wholesale donut shops,
retail and wholesale bagel shops and small food manufacturers.
FMI's milling division strives to differentiate itself from its competition
with a strong service and technical department, an emphasis on branded products,
new product development, and growth through the development of conventional and
compact milling units. FMI targets its marketing in food groups that are in
emerging or growth product life cycles. These food groups are characterized by
growth rates higher than average, fragmented market share and a need for
technological assistance in product formulation. FMI evaluates market
conditions related to each of its products and will exit certain product
categories where market consolidation, over capacity and lack of growth lead to
lower flour margins.
26
FMI's milling division also utilizes its technical service department as a
value-added sales tool. The technical service department is accountable for
developing and training salespersons in the company's network of food service
distributors. The technical service department also provides on-site product
trouble-shooting and formulation assistance to small retail bakers and
restaurants.
FMI markets its flour through the use of branded products such as Mondako,
Golden Mountain, and Power and product category branded ingredients under the
name Sol Brillante. This marketing strategy builds brand identity and
differentiates a group of products from other products in the market. Trademarks
are also registered in selected international markets in which FMI is engaged in
business. In the past three years, FMI has sold products in Russia, Mexico,
Japan, Argentina, Indonesia, Hong Kong, Guam, Marshall Islands, and Canada. The
global currency crisis of 1998 severely restricted export sales to Asia and
Russia in the past year. FMI's international sales are not, in the aggregate,
material to FMI's financial condition or results of operation. See Note 10 to
the consolidated financial statements regarding the amount of international
sales.
In 1991, FMI became the first milling company in the country to install a
new milling concept called a KSU shortflow. The "shortflow" or "compact"
process reduces the amount of building and equipment required to mill flour.
The electronically controlled modular units can be installed at approximately 60
percent of the cost of a conventional mill and in one-third of the construction
time. While compact units do not replace the need for conventional milling
capacity, they do provide flexible milling capacity for niche milling segments.
Since 1991, FMI has installed five additional compact units, including two units
at the Blackfoot facility. FMI operates six compact milling units (including
the Blackfoot facility), and to its knowledge no other milling company operates
more than one. FMI thus believes that it is the world leader in compact flour
production.
RECENT DEVELOPMENTS
In March, 2000, U.S. Bancorp Piper Jaffray Inc. was engaged as a financial
advisor to assist management with the sale of its flour milling and bakery
products distribution operations. The Company believes that the sale of these
assets will help to focus its resources on its remaining businesses and on
becoming a more fully integrated communications and media enterprise.
RISKS ASSOCIATED WITH FOOD PRODUCTION
The food manufacturing and distribution industry is subject to significant
risk. The size and distribution of the U. S. wheat crop in any given year can
adversely impact the economics of the Blackfoot mill, which sells most of its
product to customers in locations distant from that mill in competition with
mills much closer to those customers. Competition in the food industry is
intense. Food production is a heavily regulated industry, and federal laws or
regulations promulgated by the Food and Drug Administration, or agencies having
jurisdiction at the state level, could adversely effect FMI's revenues and
results of operations. Certain risks are associated with the production and
sale of food products. Food producers can be liable for damages if contaminated
food causes injury to consumers. Although flour is not a highly perishable
product, FMI is subject to some risk as a result of its need for timely and
efficient transportation of its flour. Costs associated with compliance with
environmental laws can adversely affect profitability, although FMI's historical
and currently anticipated costs of compliance have not had, and are not expected
to have in the foreseeable future, a material effect on the capital
expenditures, earnings or competitive position of FMI.
The amount of wheat available for milling, and consequently the price of
wheat, is affected by weather and growing conditions. There is competition for
certain staff, including competition for sales staff in the food distribution
portion of FMI's business. Loss of key sales staff can, and in some instances
has, significantly and adversely affected certain food distribution operations.
Production of food products also depends on transportation and can be adversely
affected if a key carrier serving a facility (e.g., a railroad) experiences
operational difficulties. There can be no assurance that FMI will be able to
generate sales sufficient to take full advantage of the cost efficiencies of the
Blackfoot facility and, to date, FMI has been unable to do so.
REAL ESTATE OPERATIONS
INTRODUCTION
The Company's real estate operations are conducted through Fisher
Properties Inc. ("FPI") a wholly owned subsidiary of the Company. FPI is a
proprietary real estate company engaged in the acquisition, development,
ownership and
27
management of a diversified portfolio of real estate properties, principally
located in the Seattle, Washington metropolitan area. FPI had 40 employees as of
December 31, 1999.
As of December 31, 1999, FPI's portfolio of real estate assets included 19
commercial and industrial buildings containing over 1.1 million square feet of
leaseable space serving approximately 110 tenants and a 201-slip marina. FPI
also owns 320 acres of unimproved residential land. A partnership in which FPI
has a 50% interest has an option to acquire this land and an adjacent 160 acres
for future development.
FPI estimates that, based on capitalization of real estate net operating
income and investment in new development, the total fair market value of FPI's
real estate holdings was approximately $133 million as of December 31, 1999,
excluding any related liabilities and potential liquidation costs. Although the
foregoing fair market value estimate is based on information and assumptions
considered adequate and reasonable by FPI, such estimate requires significant
subjective judgments made by FPI. Such estimate is not based on technical
appraisals and will change from time to time, and could change materially, as
economic and market factors change, and as management evaluates those and other
factors.
FPI's owned real estate is managed, leased, and operated by FPI. More than
half of FPI's employees are engaged in activities related to service of FPI's
existing buildings and their tenants. FPI does not manage properties for third-
party owners, nor does it anticipate doing so in the future.
BUSINESS
FPI focuses on enhancing the revenue stream of FPI's existing properties
and acquiring or developing selected strategic properties. Cash flow from real
estate operations is used entirely to reduce real estate debt, maintain
properties, and otherwise finance real estate operations. As stated in Note 10
to the consolidated financial statements, income from operations reported for
the real estate segment excludes interest expense. When interest expense is
taken into account, real estate operations have historically had negative income
or nominal profit, including negative income in 1997 and 1998. FPI also would
have incurred a loss in 1999, except for gain from the sale of real property.
The majority of FPI's existing operating properties were developed by FPI. FPI
anticipates most future acquisition and development activities will be located
near existing facilities to promote business efficiencies. FPI believes that
developing, owning, and managing a diverse portfolio of properties in a
relatively small geographic area minimizes ownership risk.
DEVELOPMENT AND ACQUISITION ACTIVITIES
FPI plans to increase its ownership of industrial and office properties in
the Seattle area. Land was acquired in Auburn, Washington during 1999 for
development of a 270,000 square foot industrial project. FPI's Board of
Directors has approved reinvestment of condemnation proceeds from the Fourth
Avenue properties (described below) to develop this project. FPI also continues
its significant involvement in the planning and development of a project located
on a block of land owned partially by Fisher Broadcasting and partially by FPI
at Fourth Avenue and Denny Way in Seattle, and is known as Fisher Plaza (see
"Broadcasting Operations - KOMO TV"). FPI's Board of Directors has authorized
$2,000,000 to undertake pre-development activities for further development of
the site. The timing and amount of further investment is uncertain. Other
investment decisions are subject to a variety of factors, including: interest
rates; available real estate opportunities; the relationship of those
opportunities to the Company's future business decisions on how much of its
capital and borrowing capacity should be devoted to real estate at any given
time and how much should be devoted to other aspects of the Company's business.
From time to time, FPI may consider selling a property when it reaches a
certain maturity, no longer fits FPI's investment goals, or is under threat of
condemnation. During 1999 the Washington State Department of Transportation
acquired, under threat of condemnation for its fair market value, several of
FPI's properties on Fourth Avenue South in Seattle.
28
OPERATING PROPERTIES
FPI's portfolio of operating properties are classified into three business
categories: (i) marina properties; (ii) office; and (iii) warehouse and
industrial. Note 4 to the consolidated financial statements sets forth the
minimum future rentals from leases in effect as of December 31, 1999 with
respect to FPI's properties. The following table includes FPI's significant
properties:
Ownership Year Land Area Approx. % Leased
Name and Location Interest FPI's Interest Developed (Acres) Rentable 12/31/99
----------------- -------- --------------- --------- --------- -------- --------
Space
-----
MARINA
Marina Mart Moorings Fee & Leased 100% 1939 5.01 Fee & 2.78 201 Slips 97%
Seattle, WA through Leased
1987
OFFICE
West Lake Union Center Fee 100% 1994 1.24 185,000 SF 100%
Seattle, WA 487 car garage
Fisher Business Center Fee 100% 1986 9.75 195,000 SF 99%
Lynnwood, WA Parking for 733
cars
Marina Mart Fee 100% Renovated 1993 * 18,950 SF 100%
Seattle, WA
Rock Salt Steak House Fee 100% Renovated 1987 * 15,470 SF 100%
Seattle, WA
1530 Building Fee 100% Renovated 1985 * 10,160 SF 100%
Seattle, WA
INDUSTRIAL
Fisher Industrial Park Fee 100% 1982 and 22.08 398,600 SF 100%
Kent, WA 1992
Fisher Commerce Center Fee 100% NA 10.21 171,400 SF 86%
Kent, WA
Pacific North Equipment Co. Fee 100% NA 5.5 38,000 SF 100%
Kent, WA
1741 Building Fee 100% Renovated 1989 .41 5,212 SF 100%
Seattle, WA
* Undivided land portion of Marina.
In addition to the above listed properties: FPI acquired a 14.6 acre site
in Auburn, Washington in 1999 that is being prepared for the construction of a
light industrial project; owns land and easement area that will serve Fisher
Mills once reconfigured by the Port of Seattle during 2000; a one acre parking
lot in Seattle that has served Fisher Broadcasting and is part of the
development of the Fisher Plaza discussed above; 320 acres of unimproved land
that obtained preliminary plat approval in 1999; and a small residential
property in Seattle. FPI does not currently intend to acquire other parking or
residential properties.
West Lake Union Center, Fisher Business Center, Fisher Industrial Park, and
Fisher Commerce Center are encumbered by liens securing non-recourse, long-term
debt financing that was obtained by FPI in connection with the development or
refinancing of such properties. Each of these properties produces cash flow that
exceeds debt service, and in no case does such debt exceed 75% of the estimated
value of the financed property. Total FPI debt is approximately 37% of the
estimated value of the total owned real estate. It is FPI's objective to reduce
this debt over time with excess cash flow not needed for capital investments.
FPI believes that it currently has sufficient credit and cash flow to meet its
investment objectives.
29
RISKS ASSOCIATED WITH REAL ESTATE
The development, ownership and operation of real property is subject to
varying degrees of risk. FPI's revenue, operating income and the value of its
properties may be adversely affected by the general economic climate, the local
economic climate and local real estate conditions, including the perceptions of
prospective tenants of attractiveness of the properties and the availability of
space in other competing properties; FPI's ability to provide adequate
management, maintenance and insurance; the inability to collect rent due to
bankruptcy or insolvency of tenants or otherwise; and increased operating costs.
Several of FPI's properties are leased to, and occupied by, single tenants that
occupy substantial portions of such properties. Real estate income and values
may also be adversely affected by such factors as applicable laws and
regulations, including tax and environmental laws, interest rate levels and the
availability of financing.
FPI carries comprehensive liability, fire, extended coverage and rent loss
insurance with respect to its properties, with policy specifications and insured
limits customary for similar properties. There are, however, certain types of
losses that may be either uninsurable or not economically insurable. If an
uninsured loss occurs with respect to a property, FPI could lose both its
invested capital in and anticipated profits from such property.
INVESTMENT IN SAFECO CORPORATION
A substantial portion of the Company's assets is represented by an
investment in 3,002,376 shares of the common stock of SAFECO Corporation, an
insurance and financial services corporation ("SAFECO"). The Company has been a
stockholder of SAFECO since 1923. At December 31, 1999, the Company's investment
constituted 2.3% of the outstanding common stock of SAFECO. The market value of
the Company's investment in SAFECO common stock as of December 31, 1999 was
approximately $74,684,000, representing 12% of the Company's total assets as of
that date. Dividends received with respect to the Company's SAFECO common stock
constituted 21.4% of the Company's net income for 1999. A significant decline in
the market price of SAFECO common stock or a significant reduction in the amount
of SAFECO's periodic dividends could have a material adverse effect on the
financial condition or results of operation of the Company. The Company has no
present intention of disposing of its SAFECO common stock or its other
marketable securities, although such securities are classified as investments
available for sale under applicable accounting standards (see "Notes to
Consolidated Financial Statements; Note 1: Operations and Accounting Policies:
Marketable Securities"). Mr. William W. Krippaehne, Jr., President, CEO, and a
Director of the Company, is a Director of SAFECO. SAFECO's common stock is
registered under the Securities Exchange Act of 1934, as amended, and further
information concerning SAFECO may be obtained from reports and other information
filed by SAFECO with the Securities and Exchange Commission (the "Commission").
SAFECO common stock trades on The NASDAQ Stock Market under the symbol "SAFC".
ITEM 2. DESCRIPTION OF PROPERTIES.
Television stations operate from offices and studios owned by Fisher
Broadcasting. Television transmitting facilities and towers are also generally
owned by Fisher Broadcasting although some towers are sited on leased land. KATU
Television in Portland, Oregon is a participant with three other broadcast
companies in a the Sylvan Tower LLC formed to construct and operate a joint use
tower and transmitting site for the broadcast of radio and digital television
signals. The land on which this facility is sited is leased by the LLC from one
of the participants under the terms of a 40 year lease. Radio studios are
generally located in leased space. Radio transmitting facilities and towers are
owned by Fisher Broadcasting, except KWJJ-FM and some of the stations operated
by Fisher Radio Regional Group, where such facilities are situated on leased
land.
The Seattle flour mill and food distribution facility operate from FMI-
owned facilities in Seattle, Washington. The compact flour mill and food
distribution facilities located in Portland, Oregon, are owned by FMI. In
California, FMI's food distribution activities and compact flour mill operate
from leased facilities in Rancho Cucamonga and Modesto, respectively. The
Blackfoot, Idaho flour mills operates from owned facilities.
Property operated by the Company's real estate subsidiary, FPI, is
described under "Real Estate Operations - Operating Properties." Real estate
projects that are subject to non-recourse mortgage loans are West Lake Union
Center, Fisher Business Center, Fisher Industrial Park, and Fisher Commerce
Center.
The Company believes that the properties owned or leased by its operating
subsidiaries are generally in good condition and well maintained, and are
adequate for present operations.
30
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are parties to various claims, legal
actions and complaints in the ordinary course of their businesses. In the
Company's opinion, all such matters are adequately covered by insurance, are
without merit or are of such kind, or involve such amounts, that unfavorable
disposition would not have a material adverse effect on the consolidated
financial position or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of securities holders in the fourth
quarter of 1999.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Bid and ask prices for the Company's Common Stock are quoted in the Pink
Sheets and on the OTC Bulletin Board. As of December 31, 1999, there were eight
Pink Sheet Market Makers and ten Bulletin Board Market Makers. The OTC Bulletin
Board constitutes a limited and sporadic trading market and does not constitute
an "established trading market". The range of high and low bid prices for the
Company's Common Stock for each quarter during the two most recent fiscal years
is as follows:
Quarterly Common Stock Price Ranges /(1)/
-----------------------------------------
1999 1998
---- ----
Quarter High Low High Low
- ------- ---- --- ---- ---
1/st/ $66.00 $55.25 $64.25 $59.00
2/nd/ 62.50 56.50 73.25 63.75
3/rd/ 62.63 58.50 72.50 63.00
4/th/ 62.00 57.00 68.50 57.50
___________________________
(1) This table reflects the range of high and low bid prices for the Company's
Common Stock during the indicated periods, as published in the NQB Non-NASDAQ
Price Report by the National Quotation Bureau. The quotations merely reflect the
prices at which transactions were proposed, and do not necessarily represent
actual transactions. Prices do not include retail markup, markdown or
commissions.
The approximate number of record holders of the Company's Common Stock as
of December 31, 1999 was 409.
In December 1997 the Board of Directors authorized a two-for-one stock
split effective March 6, 1998 for shareholders of record on February 20, 1998.
In connection with the stock split, the par value of the Company's Common Stock
was adjusted from $2.50 per share to $1.25 per share. All share and per share
amounts reported in this Form 10-K have been adjusted to reflect the split.
The Company paid cash dividends on its Common Stock of $1.00 and $1.04 per
share (adjusted to reflect the two-for-one stock split described above),
respectively, for the fiscal years 1998 and 1999. On December 1, 1999, the
Company declared a dividend of $.26 per share, payable on March 3, 2000 to
shareholders of record on February 18, 2000. Annual cash dividends have been
paid on the Company's Common Stock every year since the Company's reorganization
in 1971. The Company currently expects that comparable cash dividends will
continue to be paid in the future, although its ability to do so may be affected
by the terms of the senior secured credit facilities described in Liquidity and
Capital Resources in Management's Discussion and Analysis of Financial Position
and Results of Operations.
ITEM 6. SELECTED FINANCIAL DATA.
The following financial data of the Company are derived from the Company's
historical audited financial statements and related footnotes. The information
set forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and related footnotes contained elsewhere in this Form 10-K.
Selected Financial Data
Year ended December 31,
1999 1998 1997 1996 1995
------------------------------------------------------------------
(All amounts in thousands except per share data)
Sales and other revenue
Broadcasting $ 152,223 $ 127,637 $ 120,792 $ 111,967 $ 101,192
Milling 114,942 108,056 123,941 135,697 112,360
Real estate 24,572 12,265 11,446 13,556 10,941
Corporate and other, primarily
dividends and interest income (1) 4,761 4,224 3,855 4,000 4,087
--------------------------------------------------------------------
$ 296,498 $ 252,182 $ 260,034 $ 265,220 $ 228,580
====================================================================
Operating income
Broadcasting $ 34,862 $ 33,937 $ 36,754 $ 34,025 $ 31,518
Milling (6,121) (1,440) 2,431 3,410 2,907
Real estate 16,028 4,117 3,231 5,749 3,267
Corporate and other (3,275) (59) 863 1,948 2,152
--------------------------------------------------------------------
$ 41,494 $ 36,555 $ 43,279 $ 45,132 $ 39,844
====================================================================
Net income $ 18,093 $ 21,057 $ 24,729 $ 26,086 $ 22,683
====================================================================
Per common share data (2)
Net income $ 2.12 $ 2.47 $ 2.90 $ 3.06 $ 2.66
Net income assuming dilution $ 2.11 $ 2.46 $ 2.88 $ 3.05 $ 2.66
Cash dividends declared (3) $ 1.26 $ 1.01 $ 0.25 $ 1.84 $ 0.76
December 31,
1999 1998 1997 1996 1995
--------------------------------------------------------------------
Working capital $ 33,959 $ 34,254 $ 36,336 $ 42,271 $ 49,744
Total assets (4) 678,512 439,522 438,753 394,149 353,035
Total debts 338,174 76,736 73,978 74,971 71,869
Stockholders' equity 241,975 266,548 266,851 232,129 203,681
(1) Included in this amount are dividends received from the Company's
investment in SAFECO Corporation common stock amounting to $4,323 in 1999;
$4,023 in 1998; $3,663 in 1997; $3,333 in 1996; and $3,062 in 1995.
(2) Per-share amounts have been adjusted for a two-for-one stock split that was
effective March 6, 1998 and a four-for-one stock split that was effective
May 15, 1995.
(3) 1999 and 1998 amount includes $.26 per share declared for payment in 2000
and 1999, respectively. 1997 amount was declared for payment in first
quarter 1998. 1996 includes $.98 per share declared for payment in 1997.
1995 amount was declared and paid.
(4) The Company applies Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 115 "Accounting for Certain Investments
in Debt and Equity Securities" (FAS 115), which requires investments in
equity securities, be designated as either trading or available-for-sale.
While the Company has no present intention to dispose of its investments in
marketable securities, it has classified its investments as
available-for-sale and, beginning in 1994, those investments are reported
at fair market value. Accordingly, total assets include unrealized gain on
marketable securities as follows: December 31, 1999 - $78,274; December 31,
1998 - $131,132; December 31, 1997 - $148,506;
32
December 31, 1996 - $120,468; December 31, 1995 - $105,401. Stockholders'
equity includes unrealized gain on marketable securities, net of deferred
income tax, as follows: December 31, 1999 - $50,878; December 31, 1998 -
$85,236; December 31, 1997- $96,529; December 31, 1996 - $78,304; December
31, 1995 - $68,510.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS
This discussion is intended to provide an analysis of significant trends
and material changes in the Company's financial position and operating results
during the period 1997 through 1999.
In 1997, the Company's broadcasting subsidiary acquired three small-market
radio stations in Montana and eastern Washington. On July 1, 1999, the Company
and its broadcasting subsidiary completed the acquisition of ten network-
affiliated television stations and 50% of the outstanding stock of a corporation
that owns one television station. The acquired properties are in seven markets
located in California, the Pacific Northwest, and Georgia (the "Fisher
Television Regional Group"). Total consideration was $216.7 million, which
included $7.6 million of working capital (primarily accounts receivable and
prepaid expenses, less accounts payable and other current liabilities). Funding
for the transaction was from a senior credit facility in the amount of $230
million.
During 1997 and 1998, the milling subsidiary was a 50% member of a Limited
Liability Company (LLC) which owned and operated a flour milling facility in
Blackfoot, Idaho. The LLC began operations with one compact milling unit in
April 1997. During 1997 a second compact milling unit was installed at the
Blackfoot site, and construction of a conventional flour mill commenced.
Construction of the conventional flour mill was completed in December 1998. On
July 1, 1999, the Company and the milling subsidiary purchased the remaining 50%
interest in the LLC. The $19 million purchase price was funded from bank lines
of credit. Prior to July 1, the milling subsidiary used the equity method to
account for its 50% interest in the LLC. Subsequent to the acquisition the LLC
became a wholly-owned subsidiary, and operating results of the Blackfoot
facility are fully consolidated in the milling segment.
In June 1999, the Company's real estate subsidiary sold, under threat of
condemnation, certain improved property in Seattle, Washington. Total gain on
the sale, including proceeds awarded in December, was $12,825,000.
Each of these transactions had an effect on the comparative results of
operations in terms of revenue, costs and expenses, and operating income
referred to in the following analysis.
The Company plans to continue to implement strategic actions to further
improve its competitiveness. These actions include a continuing focus on revenue
and net income growth to enhance long-term shareholder value, while at the same
time maintaining a strong financial position.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated net income for the year ended December 31, 1999 declined 14.1%
compared with 1998, from $21,057,000 to $18,093,000 (including a $8,337,000 gain
in 1999 from condemnation of real estate, net of income tax). Several major
factors which are a direct result of the acquisitions described above impacted
1999 consolidated net income, including interest expense of approximately
$9,300,000 and goodwill amortization amounting to $2,444,000 relating to the
acquisition of the Fisher Television Regional Group, interest expense of
approximately $725,000 relating to the acquisition of Koch Agriculture Company's
50% interest in the Blackfoot facility, and additional operating expense
incurred as a result of owning 100% of the Blackfoot facility. In addition,
during the year the milling segment incurred charges including an additional
provision for bad debts of $1,077,000 and $390,000 for write-off of certain
fixed assets not in service.
Consolidated net income for the year ended December 31, 1998 declined 14.8%
compared with the record established in 1997, from $24,729,000 to $21,057,000.
As more fully discussed below, income from broadcasting operations declined
7.7%, the milling segment reported a loss from operations, and income from real
estate operations improved 27.4% compared with 1997.
33
Sales and other revenue
- ---------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$296,498,000 17.6% $252,182,000 -3.0% $260,034,000
Sales and other revenue increased 19.3% and 6.4% for broadcasting and
milling operations, respectively, in the year ended December 31, 1999. The
increase in broadcasting revenue is primarily attributable to the Fisher
Television Regional Group. The increase in milling revenue is attributable to
increased sales at both the milling and distribution divisions. Revenue of the
real estate segment increased $12,300,000, largely the result of the gain from
condemnation of real estate. Revenue of the corporate segment increased 12.7% as
a result of increases in dividends from marketable securities and other revenue.
Sales and other revenue increased 5.7% and 7.2% for broadcasting and real
estate operations, respectively, in 1998, while milling operations experienced a
decline of 12.8%.
Revenue of the corporate segment increased 9.6% in 1998 due to an increase
in dividends from marketable securities.
Cost of products and services sold
- -----------------------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$174,468,000 10.8% $157,526,000 -3.2% $162,715,000
Percentage of revenue 58.8% 62.5% 62.6%
The increase in cost of products and services sold in 1999 is attributable
to (i) costs incurred by the television stations acquired on July 1, which were
not included in 1998 results, (ii) increased costs to acquire, produce, and
promote broadcast programming at existing broadcast stations, (iii) costs
incurred by the Blackfoot flour mill, which became a 100% owned subsidiary on
July 1, and (iv) increased volume of distribution sales, partially offset by
lower cost of wheat used to produce flour. The decline in cost of products and
services sold as a percent of revenue is primarily due to inclusion of the gain
from condemnation of real estate in 1999 results.
The decrease in cost of products and services sold in 1998 is attributable
to lower cost of wheat used to produce flour and lower volume of flour sold by
the milling segment, partially offset by increased costs to acquire, produce,
and promote broadcast programming.
Selling expenses
- ----------------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$26,325,000 30.3% $20,203,000 10.8% $18,228,000
Percentage of revenue 8.9% 8.0% 7.0%
Selling expenses increased at the broadcasting segment in 1999 as a result
of costs incurred by the newly acquired television stations and increased
commissions and related expenses attributable to increased broadcasting revenue.
Selling expenses increased at the milling segment as a result of a $1,077,000
increase in the provision for bad debts during the year and from increased
delivery and promotion expenses at distribution operations.
Selling expenses have increased each year as a result of increased
commissions and related expenses resulting from increased broadcasting revenue.
During 1998 the milling segment experienced increases in provision for doubtful
accounts and advertising and promotion expenses.
General and administrative expenses
- ----------------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$54,211,000 43.0% $37,898,000 5.8% $35,812,000
Percentage of revenue 18.3% 15.0% 13.8%
General and administrative expenses increased in all business segments
during 1999. The increase at the broadcasting segment is largely attributable to
costs incurred by the newly acquired television stations, to costs related to
the Fisher Entertainment division, and to higher employee benefit costs at other
operations. In addition to costs incurred to recruit and relocate management
personnel and increased costs related to information systems, general and
administrative expenses at the milling segment include the milling segment's 50%
share of the loss of the Blackfoot milling facility prior to July 1. The real
estate segment experienced increased depreciation expense, salaries, and
employee benefit costs. The corporate
34
segment incurred increased costs in connection with additional personnel,
employee benefit costs, a new corporate marque and brand identity program, and
new strategic initiatives.
The increase in general and administrative expenses incurred in 1998
relates to additional depreciation of the Seattle broadcasting facility to be
replaced by the new Fisher Plaza project in 2000, as well as to increased
personnel and other expenses relating to growth and new strategic initiatives at
the corporate segment.
Interest expense
- ----------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$13,871,000 211.7% $4,451,000 -18.6% $5,467,000
Interest expense includes interest on borrowed funds, loan fees, and net
payments under a swap agreement. The primary cause of the increase in 1999
interest expense compared with 1998 is attributable to funds borrowed to finance
the acquisition of television stations and the acquisition of the 50% interest
in the Blackfoot flour mill previously owned by Koch Agriculture Company.
Interest incurred in connection with funds borrowed to finance construction of
the Fisher Plaza project and other significant capital projects is capitalized
as part of the cost of the related project.
Interest expense declined in 1998 compared with 1997 due to lower average
borrowing outstanding during 1998 and to the capitalization of interest related
to borrowing for acquisition of property, plant and equipment.
Provision for federal and state income taxes
- ---------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$9,530,000 -13.7% $11,047,000 -15.6% $13,083,000
Effective tax rate 34.5% 34.4% 34.6%
The provision for federal and state income taxes varies directly with pre-
tax income. The effective tax rate is less than the statutory rate for all years
primarily due to a deduction for dividends received, offset by the impact of
state income taxes.
Other comprehensive income
- ---------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$(34,358,000) -204.2% $(11,293,000) -162.0% $18,225,000
Other comprehensive income represents the change in the fair market value
of the Company's marketable securities, net of deferred income taxes. A
significant portion of the marketable securities consists of 3,002,376 shares of
SAFECO Corporation. The per share market price of SAFECO Corporation common
stock was $24.88 at December 31, 1999, $42.94 at December 31, 1998, and $48.75
at December 31, 1997. Unrealized gains and losses are a separate component of
stockholders' equity.
BROADCASTING OPERATIONS
Sales and other revenue
- -----------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$152,223,000 19.3% $127,637,000 5.7% $120,792,000
1999 broadcasting revenues include the television stations acquired July 1
and, therefore, are not directly comparable with 1998. The new television
stations, known as Fisher Television Regional Group, earned revenues of
$22,000,000 subsequent to the acquisition. Excluding the newly acquired
stations, 1999 broadcasting revenue was 2% greater than the record revenue
recorded in 1998, which included more than $5,000,000 from political
advertising. Revenue from KOMO TV in Seattle increased modestly as increased
revenue from local and national advertising and paid programming more than
offset a decline in political advertising. KATU Television in Portland reported
a decline in revenue of approximately 7% as all advertising categories declined.
Revenue from radio operations increased approximately $3,500,000, including
$3,100,000 from the Company's Seattle radio stations (KOMO AM, KVI AM and KPLZ-
FM), and $750,000 from the twenty-one small market stations in Montana and
Eastern Washington. Revenue from Portland radio operations (KWJJ-FM and KOTK)
declined approximately $350,000. Fisher Communications and the recently formed
Fisher Entertainment division earned revenue of approximately $1,000,000 and
$500,000, respectively.
35
Strong demand for television time by political advertisers contributed to
record revenues for the broadcasting segment in 1998. Overall revenues fell
short of management's expectations however, due in large measure to reduced
automotive advertising during the second half of the year. Labor strikes in the
automotive, airline, and telecommunications sectors, and consolidation of
businesses in the telecommunications and banking industries, resulted in
reduction or elimination of advertising budgets compared to previous years. KATU
Television in Portland was able to produce a revenue increase of $3,400,000
despite reduced advertising by key automotive and telecommunications accounts.
Increased political advertising accounted for nearly 40% of KATU's growth and
most of the remaining growth was generated through development of new local
advertising accounts and non-traditional revenue. In general, advertiser demand
was stronger in the Portland market during 1998 than was the case throughout
much of the country, including the Seattle market. For KOMO TV (Seattle),
increases in political and national advertising offset a decrease in local
business, resulting in an overall revenue increase of $850,000. Automotive
advertising in 1998 was nearly $1,200,000 less than the prior year, which
accounted for a substantial portion of the station's local revenue decrease.
KOMO TV sales were also impacted by lower audience ratings during the ABC
network "prime time" evening period. Newly acquired syndicated programming
resulted in improved ratings and revenue during the early afternoon time
periods.
Radio operations reported a combined revenue increase of $2,500,000 in
1998. Seattle and Portland radio market conditions were strong throughout 1998
with double digit advertising growth noted in each market during the year.
Revenue growth for the Seattle radio stations was slightly lower than the
market, although STAR 101.5 (KPLZ-FM), an Adult Contemporary format FM,
benefited from improved audience ratings that moved the station into the top
five in the market. STAR's revenue growth exceeded that of the market as a
result. Revenue for the Portland radio operations improved 3.4% for 1998, less
than that of the overall market. A format change on the Portland AM station
resulted in a decline in revenue for Portland radio operations during the first
half of 1998, with accelerating growth during the second half of the year, as
audience ratings began to grow. Revenue growth for the smaller-market radio
station group, which has stations in Eastern Washington and Montana, was 8.5%.
Income from operations
- -----------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$34,862,000 2.7% $33,937,000 -7.7% $36,754,000
Percentage of revenue 22.9% 26.6% 30.4%
Operating income from the newly acquired Fisher Television Regional Group
and increased operating income from Seattle television and radio operations and
the small-market radio group were partially offset by declines in operating
income at Portland television and radio operations. Operating expenses at the
broadcasting segment increased 25.3% in 1999, primarily due to the operating
costs of the newly acquired stations and the recently formed Fisher
Entertainment division. Operating expenses of on-going broadcast operations
increased 4.2% due primarily to increased depreciation and administration
expenses, including employee benefit costs. 1998 results were impacted by a
provision, recorded in the first quarter, for anticipated losses incurred from
(i) the sale of former Portland radio studios, as part of obtaining new
facilities for KWJJ-FM and KOTK, and (ii) an interest in Affiliate Enterprises,
Inc.
Following the strongest year in the broadcasting subsidiary's history,
operating income declined in 1998. The decline resulted from revenue growth that
did not meet management's expectations and did not fully offset increased
expenses at several of the operations. Specifically, programming costs increased
due to the acquisition of new syndicated programs, investment in news
programming, and emphasis on promotion. Both KOMO Television in Seattle and KATU
Television in Portland expanded news programming in response to intense
competition for local news audience. Syndicated programming costs also increased
at both stations. KOMO's 1998 results reflect the full-year cost of programming
acquired during the Fall of 1997. KATU incurred additional costs to renew
existing programs at higher license fees. The Portland radio group also incurred
higher programming costs in 1998 as a consequence of changing the format of the
AM station from music to talk. This change, which occurred during the fourth
quarter of 1997, entailed the licensing of syndicated programming as well as
hiring of local program hosts. The Seattle radio group also added new syndicated
programming on its AM stations and increased promotion of its FM station, STAR
101.5.
MILLING OPERATIONS
Sales and other revenue
- ----------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$114,942,000 6.4% $108,056,000 -12.8% $123,941,000
In 1996 the milling segment and Koch Agriculture, Inc. formed a limited
liability company (LLC) to operate a flour milling facility in Blackfoot, Idaho,
with each member owning a 50% interest. The LLC began operations with one
compact
36
milling unit in April 1997. Subsequently, a second compact milling unit was
installed. During 1998 a 10,000 hundred-weight (cwt) conventional flour mill was
constructed, which began operations in December. On July 1, 1999 Fisher acquired
the 50% interest in the Blackfoot facility previously owned by Koch Agriculture,
and subsequent operating results are fully consolidated. Prior to July 1 the
investment in the LLC was accounted for using the equity method, and the milling
segment's 50% interest in operating results was included in general and
administrative expenses.
Flour prices are largely dependent on the cost of wheat purchased to
produce flour. During 1999 and 1998 wheat prices continued to decline compared
to the prices experienced in 1997. Average flour prices in 1999 were 6.2% lower
than 1998 prices while flour sales volume increased 15.6%. 1999 revenue of the
milling division, including the Blackfoot mill from July 1, increased
$2,700,000, or 4.2% over 1998 revenue. Average flour prices in 1998 were 8.4%
lower than in 1997, and flour sales volume declined 3.9%, with the result that
milling division revenue was $13,995,000, or 17.9% below the 1997 level.
Food distribution sales for 1999 were $4,200,000, or 9.6% above 1998
levels. The increased 1999 sales were due primarily to increased sales volumes
at all three distribution center locations. 1998 food distribution sales
decreased $1,890,000, or 4.1% compared to 1997. The decrease in 1998 sales was
due to a combination of lower sales prices, particularly for flour products, and
lower sales volume, primarily in the Southern California market served by the
Southern California distribution center where reorganization of sales
territories, changes in sales personnel and strong competition negatively
impacted volume.
Income from operations
- -----------------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$(6,121,000) -325.1% $(1,440,000) -159.2% $2,431,000
Percentage of revenue -5.3% -1.3% 2.0%
Income from operations is determined by deducting cost of goods sold and
operating expenses from gross margin on sales. During 1999 flour sales margins
continued to be under downward pressure. Wheat markets remained soft, and per
capita consumption of flour declined slightly, while industry milling capacity
increased by 59,000 cwt daily and six-day operating rates dropped further to an
estimated 86.7%. Export sales of flour remained at lows. Additionally, the
industry and Fisher suffered substantial reductions in revenues and margins on
millfeed, that portion of the wheat that does not yield flour and is sold to the
animal feed markets. Average monthly margin from millfeed sales declined
approximately $31,000 per month in 1999 and $29,000 per month in 1998 compared
to the respective prior years. These factors contributed to gross margins after
cost of goods sold decreasing in 1999 by 11.8%. Operating expenses increased
35.3% compared to 1998, due to a number of factors including a $1,077,000
increase in the provision for bad debts and increased expenses related to
personnel, consulting, and delivery expenses. Also, certain fixed assets no
longer in service totaling $390,000 were written off. While the production at
the Blackfoot Mill is increasing, operations remain below full capacity.
Operating results for 1999 include the milling segment's share of losses from
the Blackfoot facility of approximately $1,450,000. To date, the Blackfoot
facility has not operated at full capacity as FMI has been unable to sell the
full output of the facility. Therefore, the desired cost efficiencies of the
Blackfoot facility have not been achieved.
The distribution division had mixed results during 1999. The Seattle and
Portland units had strong results, continuing to build on the solid performance
of 1998. However, the Southern California distribution center continued to incur
losses throughout the year, but at a diminishing rate. With the mid-year hiring
of a new general manager, reorganization of the logistics and delivery
functions, and exiting long-distance markets that were unprofitable, the
Southern California distribution center achieved improved operating performance
during the second half of the year.
1998 was also a difficult year for the milling segment. Flour margins were
depressed for several reasons. Wheat markets remained in retreat, forcing flour
prices lower. At the same time industry milling capacity increased approximately
19,000 cwt daily, six-day operating rates dropped to 89.1%, and the industry
experienced a substantial decrease in export sales of wheat and flour. For
Fisher, where the largest export sales market was eastern Russia, shipments
dropped from 475,000 cwt in 1997 to 60,000 in 1998 with a corresponding loss in
margin of approximately $400,000. Bad debt expense was adversely impacted by
several failures of export and domestic customers to honor their contracts and
to pay their debts. Also, the industry, and Fisher, suffered substantial
reductions in revenues and margins on millfeed, resulting in a decline in
monthly margin of approximately $70,000 from January to December 1998.
During 1998 the Seattle and Portland distribution units operated well,
building sales revenues, market share and improving profitability over the
previous year. In contrast, the Southern California unit suffered significant
losses. Partly due to management turnover, the unit was unable to effectively
control operations and compete.
37
REAL ESTATE OPERATIONS
Sales and other revenue
- ----------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$24,572,000 100.3% $12,265,000 7.2% $11,446,000
1999 real estate revenue includes gain from condemnation of real estate in
the amount of $12,825,000. In June 1999, Fisher Properties received $13,100,000
in initial condemnation proceeds from the Washington State Department of
Transportation under terms of a possession and use agreement for two properties
located on Fourth Avenue South in Seattle. Fair market value negotiations
continued throughout the remainder of the year, and in December additional
proceeds of $3,400,000 were awarded. Excluding the condemnation gain, revenue
decreased 4.2% compared with 1998, due to loss of revenue from the properties
sold. Real estate market conditions in the Seattle area continued strong, and
contributed to an average occupancy level of 97.9% during 1999 and higher rental
rates for new and renewing leases.
1998 revenue increased $819,000 over 1997, as the average occupancy rate in
1998 was 98.2% compared with 94.0% in 1997. The decline in average occupancy for
1997 was largely attributable to a vacancy during part of the year resulting
from bankruptcy of a tenant.
Income from operations
- ---------------------------------------------------------------------------------------------------------
1999 % Change 1998 % Change 1997
$16,028,000 289.3% $4,117,000 27.4% $3,231,000
Percentage of revenue 65.2% 33.6% 28.2%
The 1999 real estate gain similarly affects comparability of income from
operations between the periods. When the gain is excluded, operating income as a
percentage of revenue is 27.2% in 1999. The decline in 1999 income from
operations, adjusted to exclude the real estate gain, compared with 1998 is
attributable partially to loss of income from the real estate sold, and to
increased operating expenses, including certain one-time operating charges
resulting from the condemnation and increased repair, maintenance, and personnel
costs. The improvement in 1998 income from operations compared with 1997 is due
to increased revenue, and to lower administrative and net operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999, the Company had working capital of $33,959,000 and
cash and short-term cash investments totaling $3,609,000. The Company intends to
finance working capital, debt service, capital expenditures, and dividend
requirements primarily through operating activities. However, the Company will
consider using available lines of credit to fund acquisition activities and
significant real estate project development activities. In this regard, the
Company has a five-year unsecured revolving line of credit (revolving line of
credit) with two banks in a maximum amount of $100,000,000 to finance
construction of the Fisher Plaza Project and for general corporate purposes. See
Note 12 to the consolidated financial statements for information concerning the
Fisher Plaza project.. The revolving line of credit provides that borrowings
under the line will bear interest at variable rates. The revolving line of
credit also places limitations on the disposition or encumbrance of certain
assets and requires the Company to maintain certain financial ratios.
In June 1999 the Company entered into an eight-year senior secured credit
facility (senior credit facility) with a group of banks in the amount of
$230,000,000 to finance the acquisition of Fisher Television Regional Group and
for general corporate purposes. See Notes 5 and 11 to the consolidated financial
statements for information concerning the acquisition and the senior credit
facility. In addition to an amortization schedule which requires repayment of
all borrowings under the senior credit facility by June 2007, the amount
available under the senior credit facility reduces each year beginning in 2002.
Amounts borrowed under the senior credit facility bear interest at variable
rates based on the Company's ratio of funded debt to operating cash flow. The
senior credit facility is secured by a first priority perfected security
interest in the broadcasting subsidiary's capital stock that is owned by the
Company. The senior credit facility also places limitations on various aspects
of the Company's operations (including the payment of dividends) and requires
compliance with certain financial ratios.
The revolving line of credit and the senior credit facility required that
the Company maintain an interest coverage ratio of 2.25 to 1. At September 30,
1999 the Company's interest coverage ratio was 2.06 to 1. The interest coverage
ratio required by the revolving line of credit and the senior credit facility
was subsequently modified to 1.80 to 1 from September 30, 1999 through December
31, 2000 with periodic increases thereafter. All other covenants and conditions
of the revolving line of credit and the senior credit facility remained
unchanged. In connection with the modification the Company paid a fee of
$230,000 to the lenders.
38
In August 1999 the Company entered into an interest rate swap contract
fixing the interest rate at 6.52%, plus a margin based on the Company's ratio of
funded debt to operating cash flow, on $90 million floating rate debt
outstanding under the senior credit facility. The notional amount of the swap
reduces as payments are made on principal outstanding under the senior credit
facility until termination of the contract on December 30, 2004.
Net cash provided by operating activities during the year ended December
31, 1999 was $27,851,000. Net cash provided by operating activities consists of
the Company's net income, increased by non-cash expenses such as depreciation
and amortization, and adjusted by changes in operating assets and liabilities.
Net cash used in investing activities during the period was $280,791,000;
principally $221,160,000 for the acquisition of Fisher Television Regional
Group, and related acquisition costs; $19,000,000 for acquisition of a 50%
interest in the limited liability company which operates the Blackfoot flour
milling facilities; $56,376,000 for purchase of property, plant and equipment
used in operations (including the Fisher Plaza project); reduced by proceeds
received from sale of property, plant and equipment in the amount of
$17,120,000. Net cash provided by financing activities was $252,581,000,
including borrowings under borrowing agreements and notes payable totaling
$262,797,000, payments totaling $1,358,000 on borrowing agreements and mortgage
loans, and cash dividends paid to stockholders totaling $8,891,000 or $1.04 per
share.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The market risk in the Company's financial instruments represents the
potential loss arising from adverse changes in financial and commodity market
prices and rates. The Company is exposed to market risk in the areas of interest
rates, securities prices and grain prices. These exposures are directly related
to its normal funding and investing activities and to its use of agricultural
commodities in its operations.
Interest Rate Exposure
The Company's strategy in managing exposure to interest rate changes is to
maintain a balance of fixed- and variable-rate instruments. See Note 5 to the
consolidated financial statements for information regarding the contractual
interest rates of the Company's debt. The Company will also consider entering
into interest rate swap agreements at such times as it deems appropriate. At
December 31, 1999, the fair value of the Company's debt is estimated to
approximate the carrying amount. Market risk is estimated as the potential
change in fair value resulting from a hypothetical 10 percent change in interest
rates, and on the Company's fixed rate debt, amounts to $1,900,000 at December
31, 1999.
The Company also has $286,717,000 in variable-rate debt outstanding at
December 31, 1999. A hypothetical 10 percent change in interest rates underlying
these borrowings would result in a $2,259,000 annual change in the Company's
pre-tax earnings and cash flows.
In August 1999 the Company entered into an interest rate swap agreement
fixing the interest rate at 6.52%, plus a margin based on the Company's ratio of
funded debt to operating cash flow, on $90 million floating rate debt
outstanding under the senior credit facility. The notional amount of the swap
reduces as payments are made on principal outstanding under the senior credit
facility until termination of the contract on December 30, 2004. At December 31,
1999, the fair value of the swap agreement was $680,000. A hypothetical 10
percent change in interest rates would change the fair value of the Company's
swap agreement by approximately $1,600,000 at December 31, 1999.
Marketable Securities Exposure
The fair value of the Company's investments in marketable securities at
December 31, 1999 was $79,422,000. Marketable securities consist of equity
securities traded on a national securities exchange or reported on the NASDAQ
securities market. A significant portion of the marketable securities consists
of 3,002,376 shares of SAFECO Corporation. As of December 31, 1999, these shares
represented 2.3% of the outstanding common stock of SAFECO Corporation. While
the Company has no intention to dispose of its investments in marketable
securities, it has classified its investments as available-for-sale under
applicable accounting standards. Mr. William W. Krippaehne, Jr., President, CEO,
and a Director of the Company, is a Director of SAFECO. A hypothetical 10
percent change in market prices underlying these securities would result in a
$7,944,000 change in the fair value of the marketable securities portfolio.
Although changes in securities prices would affect the fair value of the
marketable securities portfolio and cause unrealized gains or losses, such gains
or losses would not be realized unless the investments are sold.
Commodity Price Exposure
The Company has exposure to adverse price fluctuations associated with its
grain and flour inventories, product gross margins, and certain anticipated
transactions in its milling operations. Commodities such as wheat are purchased
at market prices that are subject to volatility. As an element of its strategy
to manage the risk of market price fluctuations, the Company enters into various
exchange-traded futures contracts. The Company closely monitors and manages its
exposure to
39
market risk on a daily basis in accordance with formal policies established for
this activity. These policies limit the level of exposure to be hedged. All
transactions involving derivative financial instruments are required to have a
direct relationship to the price risk associated with existing inventories or
future purchase and sales of its products.
The Company enters into both forward purchase and sales commitments for
wheat flour. At the same time, the Company enters into generally matched
transactions using offsetting forward commitments and/or exchange-traded futures
contracts to hedge against price fluctuations in the market price of wheat.
The Company determines the fair value of its exchange-traded contracts
based on the settlement prices for open contracts, which are established by the
exchange on which the instruments are traded. The margin accounts for open
commodity futures contracts, which reflect daily settlements as market values
change, represent the Company's basis in those contracts. As of December 31,
1999, the carrying value of the Company's investment in commodities futures
contracts and the total net deferred gains and losses on open contracts are
immaterial. At December 31, 1999, the actual open positions of these instruments
and the potential near-term losses in earnings, fair value, and/or cash flows
from changes in market rates or prices are not material.
YEAR 2000
The Year 2000 or Y2K problem arose as many computer systems, software
programs, and other microprocessor-dependent devices were created using only two
digit dates, such that 2000 was represented as 00. It was widely feared these
systems would not recognize certain dates, including the year 2000, with the
result that processors and programs would fail to complete the processing of
information or revert back to the year 1900.
The Company recognized the need to reduce the risks of potential related
systems failures, and in August 1998 established a Y2K Task Force to address
these risks. The Y2K Task Force coordinated the identification and testing of
computer hardware, software applications, and other equipment which utilized
microprocessors or date dependent functions, with a goal to ensure availability
and integrity of the information systems and the reliability of the operational
systems and manufacturing processes utilized by the Company and its
subsidiaries. Problems discovered were minor, and were remediated. Costs
incurred in connection with the Year 2000 problem were approximately $350,000.
To date there has been no material adverse effect, nor does the Company
believe there will be any future material adverse effect, on the Company's
business, results of operations, or financial position as a result of the Year
2000 problem. However, there can be no assurance that failure to address the
Year 2000 problem by customers, vendors and others with whom the Company and its
subsidiaries do business will not have a material adverse effect on the Company
or its subsidiaries.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The discussion above under "Year 2000" includes certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "PSLRA"). This statement is included for the express purpose of
availing the Company of the protections of the safe harbor provisions of the
PSLRA. Management's ability to predict results or the effect of future plans is
inherently uncertain, and is subject to factors that may cause actual results to
differ materially from those projected. Factors that could affect the actual
results include the possibility that remediation programs will not operate as
intended, the Company's failure to completely identify all software or hardware
applications requiring remediation, unexpected costs, and the uncertainty
associated with the impact of Year 2000 issues on the Company's customers,
vendors and others with whom it does business.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and related documents listed in the index set
forth in Item 14 in this report are filed as part of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
40
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the headings "Information With Respect to
Nominees and Directors Whose Terms Continue", "Security Ownership of Certain
Beneficial Owners and Management", and "Compliance With Section 16(a) Filing
Requirements" contained in the definitive Proxy Statement for the Company's
Annual Meeting of Shareholders to be held on April 27, 2000, is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the heading "Executive Compensation" and
"Information With Respect to Nominees and Directors Whose Terms Continue"
contained in the definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on April 27, 2000, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the heading "Security Ownership of Certain
Beneficial Owners and Management" contained in the definitive Proxy Statement
for the Company's Annual Meeting of Shareholders to be held on April 27, 2000,
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the heading "Transactions With Management"
contained in the definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on April 27, 2000, is incorporated herein by reference.
41
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Reports of Management and Independent Accountants.
(2) Consolidated Statement of Income for the years ended December 31,
1999, December 31, 1998 and December 31, 1997.
(3) Consolidated Statements of Stockholders' Equity.
(4) Consolidated Balance Sheets at December 31, 1999 and December 31,
1998.
(5) Consolidated Statements of Cash Flows for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997.
(6) Consolidated Statements of Comprehensive Income for the years
ended December 31, 1999, December 31, 1998 and December 31, 1997.
(7) Notes to Consolidated Financial Statements.
(8) Financial Statement Schedule:
8.1 Report of Independent Accountants
8.2 Schedule III - Real Estate and Accumulated Depreciation at
December 31, 1999
(b) Exhibits: See "Exhibit Index."
(c) Forms 8-K filed during fiscal year 1999.
A Form 8-K was filed on June 2, 1999 with respect to the
announcement of an agreement for the Company and its wholly-
owned subsidiary, Fisher Mills Inc. ("Fisher Mills") to
acquire the 50% interest of Koch Agriculture Company ("Koch
Agriculture") in the Blackfoot, Idaho flour milling
facility.
A Form 8-K was filed on July 15, 1999 with respect to the
announcement of completion of the acquisition of the
broadcasting assets of Retlaw Enterprises, Inc. by the
Company and its subsidiary, Fisher Broadcasting Inc.
A Form 8-K/A was filed on September 14, 1999 which included
financial statements, pro forma financial information, and
exhibits relating to the acquisition of the broadcasting
assets of Retlaw Enterprises, Inc. by the Company and its
subsidiary, Fisher Broadcasting Inc.
42
Report of Management
Management is responsible for the preparation of the Company's consolidated
financial statements and related information appearing in this annual report.
Management believes that the consolidated financial statements fairly reflect
the form and substance of transactions and that the financial statements
reasonably present the Company's financial position and results of operations in
conformity with generally accepted accounting principles. Management also has
included in the Company's financial statements amounts that are based on
estimates and judgments which it believes are reasonable under the
circumstances.
The independent accountants audit the Company's consolidated financial
statements in accordance with generally accepted auditing standards and provide
an objective, independent review of the fairness of reported operating results
and financial position.
The Board of Directors of the Company has an Audit Committee composed of
five non-management Directors. The Committee meets periodically with management
and the independent accountants to review accounting, control, auditing and
financial reporting matters.
/s/ William W. Krippaehne, Jr.
William W. Krippaehne, Jr.
President and Chief Executive Officer
/s/ Warren J. Spector
Warren J. Spector
Executive Vice President and Chief Operating Officer
/s/ David D. Hillard
David D. Hillard
Senior Vice President and Chief Financial Officer
Report of Independent Accountants
To the Stockholders and
Board of Directors of
Fisher Companies Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of stockholders' equity, of
comprehensive income and of cash flows present fairly, in all material respects,
the financial position of Fisher Companies Inc. and its subsidiaries at December
31, 1999 and 1998, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
February 29, 2000
43
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Sales and other revenue
Broadcasting $ 152,223 $ 127,637 $ 120,792
Milling 114,942 108,056 123,941
Real estate 24,572 12,265 11,446
Corporate and other, primarily dividends and interest income 4,761 4,224 3,855
- ---------------------------------------------------------------------------------------------------------------------------
296,498 252,182 260,034
- ---------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products and services sold 174,468 157,526 162,715
Selling expenses 26,325 20,203 18,228
General, administrative and other expenses 54,211 37,898 35,812
- ---------------------------------------------------------------------------------------------------------------------------
255,004 215,627 216,755
- ---------------------------------------------------------------------------------------------------------------------------
Income from operations
Broadcasting 34,862 33,937 36,754
Milling (6,121) (1,440) 2,431
Real estate 16,028 4,117 3,231
Corporate and other (3,275) (59) 863
- ---------------------------------------------------------------------------------------------------------------------------
41,494 36,555 43,279
Interest expense 13,871 4,451 5,467
- ----------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 27,623 32,104 37,812
Provision for federal and state income taxes 9,530 11,047 13,083
- ---------------------------------------------------------------------------------------------------------------------------
Net income $ 18,093 $ 21,057 $ 24,729
- ---------------------------------------------------------------------------------------------------------------------------
Net income per share $ 2.12 $ 2.47 $ 2.90
Net income per share assuming dilution $ 2.11 $ 2.46 $ 2.88
Weighted average shares outstanding 8,548 8,541 8,534
Weighted average shares outstanding assuming dilution 8,575 8,575 8,577
See accompanying notes to consolidated financial statements.
44
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Accumulated
Capital in Other
Common Stock Excess Deferred Comprehensive Retained Total
Shares Amount of Par Compensation Income Earnings Equity
- ----------------------------------------------------------------------------------------------------------------------------------
(In thousands except share amounts)
Balance December 31, 1996 8,530,344 $ 10,663 $ 48 $ 78,304 $ 143,114 $ 232,129
Net income 24,729 24,729
Other compehensive
income-unrealized gain
on securities net of
deferred income taxes 18,225 18,225
Issuance of common stock
under rights and options,
and related tax benefit 5,088 6 229 235
Dividends (8,467) (8,467)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1997 8,535,432 10,669 277 96,529 159,376 266,851
Net income 21,057 21,057
Other compehensive
income-unrealized gain
on securities net of
deferred income taxes (11,293) (11,293)
Issuance of common
stock rights 1,169 $ (1,169)
Amortization of deferred
compensation 436 436
Issuance of common stock
under rights and options,
and related tax benefit 6,952 9 346 355
Dividends (10,858) (10,858)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1998 8,542,384 10,678 1,792 (733) 85,236 169,575 266,548
Net income 18,093 18,093
Other compehensive
income-unrealized gain
on securities net of
deferred income taxes (34,358) (34,358)
Issuance of common
stock rights 222 (222)
Amortization of deferred
compensation 421 421
Issuance of common stock
under rights and options,
and related tax benefit 8,306 10 154 164
Dividends (8,893) (8,893)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1999 8,550,690 $ 10,688 $ 2,168 $ (534) $ 50,878 $ 178,775 $ 241,975
- ----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
45
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31 1999 1998
- ------------------------------------------------------------------------------------------------------------------------
(in thousands, except share and per share amounts)
ASSETS
Current Assets
Cash and short-term cash investments $ 3,609 $ 3,968
Receivables 59,026 44,481
Inventories 13,755 11,009
Prepaid income taxes 1,276
Prepaid expenses 5,948 6,993
Television and radio broadcast rights 10,456 8,190
- ------------------------------------------------------------------------------------------------------------------------
Total current assets 94,070 74,641
- ------------------------------------------------------------------------------------------------------------------------
Marketable Securities, at market value 79,442 132,281
- ------------------------------------------------------------------------------------------------------------------------
Other Assets
Cash value of life insurance and retirement deposits 11,637 10,900
Television and radio broadcast rights 1,076 49
Intangible assets, net of amortization 244,367 48,650
Investments in equity investees 3,003 15,126
Other 9,290 3,285
- ------------------------------------------------------------------------------------------------------------------------
269,373 78,010
- ------------------------------------------------------------------------------------------------------------------------
Property, Plant and Equipment, net 235,627 154,590
- ------------------------------------------------------------------------------------------------------------------------
$ 678,512 $ 439,522
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 22,622 13,479
Trade accounts payable 13,040 8,454
Accrued payroll and related benefits 9,483 5,071
Television and radio broadcast rights payable 10,205 7,675
Income taxes payable 457
Dividends payable 2,223 2,221
Other current liabilities 2,538 3,030
- ------------------------------------------------------------------------------------------------------------------------
Total current liabilities 60,111 40,387
- ------------------------------------------------------------------------------------------------------------------------
Long-term Debt, net of current maturities 315,552 63,257
- ------------------------------------------------------------------------------------------------------------------------
Other Liabilities
Accrued retirement benefits 14,028 13,298
Deferred income taxes 44,008 55,048
Television and radio broadcast rights payable, long-term portion 795
Other liabilities 2,043 984
- ------------------------------------------------------------------------------------------------------------------------
60,874 69,330
- ------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
Common stock, shares authorized 12,000,000, $1.25 par value;
issued 8,550,690 in 1999 and 8,542,384 in 1998 10,688 10,678
Capital in excess of par 2,168 1,792
Deferred compensation (534) (733)
Accumulated other comprehensive income - unrealized gain
on marketable securities, net of deferred
income taxes of $27,396 in 1999 and $45,935 in 1998 50,878 85,236
Retained earnings 178,775 169,575
- ------------------------------------------------------------------------------------------------------------------------
241,975 266,548
- ------------------------------------------------------------------------------------------------------------------------
$ 678,512 $ 439,522
- ------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
46
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flows from operating activities
Net income $ 18,093 $ 21,057 $ 24,729
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 17,975 13,176 11,975
Increase in noncurrent deferred income taxes 7,461 595 1,199
Issuance of stock pursuant to vested stock rights
and related tax benefit 131 298 191
Amortization of deferred compensation 421 436
Net loss in equity investees 689
(Gain) loss on sale and disposition of property, plant and equipment (12,440) 466
Change in operating assets and liabilities
Receivables (3,111) 142 (14)
Inventories 38 3,528 (1,338)
Prepaid income taxes (1,276)
Prepaid expenses 2,199 (71) 937
Cash value of life insurance and retirement deposits (738) (848) (690)
Other assets (6,005) (168) 570
Income taxes payable (457) (160) (530)
Trade accounts payable, accrued payroll and related
benefits and other current liabilities 3,246 (614) (1,285)
Accrued retirement benefits 730 1,239 135
Other liabilities 1,060 270 5
Amortization of television and radio broadcast rights 14,606 11,822 9,396
Payments for television and radio broadcast rights (14,771) (12,174) (9,240)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 27,851 38,994 36,040
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 17,120 609
Investments in equity investees (1,375) (10,648) (3,755)
Purchase assets of television and radio stations (221,160) (427) (3,949)
Purchase of 50% interest in Blackfoot flour mill (19,000)
Purchase of property, plant and equipment (56,376) (25,075) (17,699)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (280,791) (35,541) (25,403)
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Net (payments) borrowings under notes payable 596 (5,024) 9,004
Borrowings under borrowing agreements 262,201 12,000 120
Payments on borrowing agreements and mortgage loans (1,358) (4,218) (10,117)
Proceeds from exercise of stock options 33 57 44
Cash dividends paid (8,891) (8,637) (8,467)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 252,581 (5,822) (9,416)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and short-term cash investments (359) (2,369) 1,221
Cash and short-term cash investments, beginning of period 3,968 6,337 5,116
- ---------------------------------------------------------------------------------------------------------------------------
Cash and short-term cash investments, end of period $ 3,609 $ 3,968 $ 6,337
- ---------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information is included in Notes 5, 7 and 8.
See accompanying notes to consolidated financial statements.
47
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year Ended December 31 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
(In thousands)
Net income $ 18,093 $ 21,057 $ 24,729
Other comprehensive income - unrealized gain (loss) on marketable
securities, net of deferred income taxes of $(18,501) in 1999,
$(6,042) in 1998 and $ 9,813 in 1997 (34,358) (11,293) 18,225
- ----------------------------------------------------------------------------------------------------------------------------
Comprehensive income $ (16,265) $ 9,764 $ 42,954
- ----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
48
FISHER COMPANIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
Operations And Accounting Policies
The principal operations of Fisher Companies Inc. and subsidiaries (the
Company) are television and radio broadcasting, flour milling and distribution
of bakery supplies, and proprietary real estate development and management. The
Company conducts its business primarily in Washington, Oregon, California,
Georgia and Montana. A summary of significant accounting policies is as follows:
Principles of consolidation The consolidated financial statements include the
---------------------------
accounts of Fisher Companies Inc. and its majority-owned subsidiaries. All
material intercompany balances and transactions have been eliminated.
Estimates The preparation of financial statements in conformity with
---------
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue recognition Television and radio revenue is recognized when the
-------------------
advertisement is broadcast. Sales of flour and food products are recognized when
the product is shipped. Rentals from real estate leases are recognized over the
term of the lease.
Short-term cash investments Short-term cash investments are comprised of
---------------------------
repurchase agreements collateralized by U.S. Government securities held by major
banks. The recorded amount represents market value because of the short maturity
of the investments. The Company considers short-term cash investments which have
original maturities of 90 days or less to be cash equivalents.
Inventories Inventories of grain and the grain component of finished products
-----------
are valued at cost. Grain forward and future contracts are entered into by the
milling subsidiary to protect the Company from risks related to commitments to
buy grain and sell flour. Gains and losses arising from grain hedging activity
are a component of the cost of the related inventory. The market value of hedges
is based on spot prices obtained from brokers. All other inventories and
inventory components are valued at the lower of average cost or market.
Television and radio broadcast rights Costs of television and radio broadcast
-------------------------------------
rights are charged to operations using accelerated or straight-line methods of
amortization selected to match expense with anticipated revenue over the
contract life. Asset costs and liabilities for television and radio broadcast
rights are recorded without discount for any noninterest-bearing liabilities.
Those costs and liabilities attributable to programs scheduled for broadcast
after one year have been classified as noncurrent assets and liabilities in the
accompanying financial statements.
Marketable securities Marketable securities consist of equity securities
---------------------
traded on a national securities exchange or reported on the NASDAQ securities
market. A significant portion of the marketable securities consists of 3,002,376
shares of SAFECO Corporation at December 31, 1999 and 1998. As of December 31,
1999, these shares represented 2.3% of the outstanding common stock of SAFECO
Corporation. Market value is based on closing per share sale prices. While the
Company has no intention to dispose of its investments in marketable securities,
it has classified its investments as available-for-sale and those investments
are reported at fair market value. Unrealized gains and losses are a separate
component of stockholders' equity.
Investments in equity investees Investments in equity investees represent
-------------------------------
investments in 50% owned entities, and are accounted for using the equity
method. The principal component consisted of the 50% investment in the Koch
Fisher Mills LLC which became a wholly-owned subsidiary in 1999 (see Note 11).
Intangible assets Intangible assets represent the excess of purchase price of
-----------------
certain broadcast and milling properties over the fair value of tangible net
assets acquired (goodwill) and are amortized based on the straight-line method
over the estimated useful life of 40 years. Accumulated amortization at December
31, 1999 and 1998 is $7,755,000 and $3,948,000, respectively.
Property, plant and equipment Replacements and improvements are capitalized
-----------------------------
while maintenance and repairs are charged as expense when incurred. Property,
plant and equipment are stated at historical cost. Gains or losses on
dispositions of property, plant and equipment are included in income.
Real estate taxes, interest expense and certain other costs related to real
estate projects constructed for lease to third parties are capitalized as a cost
of such projects until the project, including major tenant improvements, is
substantially completed. A project is generally considered to be substantially
completed when a predetermined occupancy level has been reached or the project
has been available for occupancy for a period of one year. Costs, including
depreciation, applicable to a project are charged to expense based on the ratio
of occupied space to total rentable space until the project is substantially
completed, after which costs are expensed as incurred.
For financial reporting purposes, depreciation of plant and equipment is
determined primarily by the straight-line method over the estimated useful lives
of the assets as follows:
Buildings and improvements 30-55 years
Machinery and equipment 3-20 years
Land improvements 10-55 years
49
Impairment of long-lived assets The Company assesses the recoverability of
-------------------------------
intangible and long-lived assets by reviewing the performance of the underlying
operations, in particular the operating cash flows (earnings before interest,
income taxes, depreciation and amortization) of the operation. No losses from
impairment of value have been recorded in the financial statements.
Income taxes Deferred income taxes are provided for all significant
------------
temporary differences in reporting for financial reporting purposes versus
income tax reporting purposes.
Advertising The Company expenses advertising costs at the time the
-----------
advertising first takes place. Net advertising expense was $3,343,000,
$3,588,000 and $2,191,000 in 1999, 1998 and 1997, respectively.
Earnings per share Net income per share represents net income divided by
------------------
the weighted average number of shares outstanding during the year. Net income
per share assuming dilution represents net income divided by the weighted
average number of shares outstanding, including the potentially dilutive impact
of the stock options and restricted stock rights issued under the Fisher
Companies Incentive Plan of 1995. Common stock options and restricted stock
rights are converted using the treasury stock method.
A reconciliation of the number of shares outstanding to the weighted
average number of shares outstanding assuming dilution is as follows:
Year Ended December 31 1999 1998 1997
--------- --------- ---------
Shares outstanding at beginning of period 8,542,384 8,535,432 8,530,344
Weighted average of shares issued 6,070 5,239 3,846
--------- --------- ---------
8,548,454 8,540,671 8,534,190
Dilutive effect of:
Restricted stock rights 13,570 15,460 23,391
Stock options 12,731 18,785 19,250
--------- --------- ---------
8,574,755 8,574,916 8,576,831
--------- --------- ---------
Fair value of financial instruments The carrying amount of cash and
-----------------------------------
short-term cash investments, receivables, inventories, marketable securities,
trade accounts payable and broadcast rights payable approximate fair value.
The fair value of notes payable and long-term debt approximates the
recorded amount based on borrowing rates currently available to the Company.
From time to time, the Company uses interest rate swap agreements to manage
interest rate risk on floating rate debt. Each interest rate swap agreement is
matched as a hedge against a specific debt instrument, and is generally entered
into at the time the related floating rate debt is issued in order to convert
the floating rate debt to fixed rates. Fair value of these instruments is based
on estimated current settlement cost. Amounts currently due to or from interest
rate swap counterparties are recorded in interest expense in the period in which
they accrue.
Recent accounting pronouncements In June 1998, Statement of Financial
--------------------------------
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (FAS 133), was issued. This pronouncement standardizes the accounting
for derivative instruments by requiring that an entity recognize those items as
assets or liabilities in the financial statements and measure them at fair
value. FAS 133 is required to be adopted by the Company for the year ending
December 31, 2000. The Company is currently reviewing the requirements of FAS
133 and assessing its impact on the Company's financial statements.
Reclassifications Certain prior year balances have been reclassified to
-----------------
conform to the 1999 presentation.
NOTE 2
Receivables
Receivables are summarized as follows (in thousands):
December 31 1999 1998
----------- -----------
Trade accounts $ 59,553 $ 45,424
Other 1,482 413
----------- -----------
61,035 45,837
Less-Allowance for doubtful accounts 2,009 1,356
----------- -----------
$ 59,026 $ 44,481
----------- -----------
50
NOTE 3
Inventories
Inventories are summarized as follows (in thousands):
December 31 1999 1998
----------- -----------
Finished products $ 6,079 $ 3,906
Raw materials 7,552 6,983
Spare parts and supplies 124 120
----------- -----------
$ 13,755 $ 11,009
----------- -----------
NOTE 4
Property, Plant And Equipment
Property, plant and equipment are summarized as follows (in thousands):
December 31 1999 1998
----------- -----------
Building and improvements $ 137,725 $ 126,575
Machinery and equipment 127,940 95,532
Land and improvements 23,979 17,733
----------- -----------
289,644 239,840
Less-Accumulated depreciation 115,875 107,664
----------- -----------
173,769 132,176
Construction in progress 61,858 22,414
----------- -----------
$ 235,627 $ 154,590
----------- -----------
The Company's real estate subsidiary receives rental income principally
from the lease of warehouse, office and retail space, boat moorages and
unimproved properties under gross and net leases which expire at various dates
through 2008. These leases are accounted for as operating leases. The subsidiary
generally limits lease terms to periods not in excess of five years. Minimum
future rentals from leases which were in effect at December 31, 1999 are (in
thousands):
Year Rentals
---------
2000 $ 9,704
2001 7,653
2002 6,587
2003 6,037
2004 3,029
Thereafter 1,346
---------
$ 34,356
---------
Property held by the real estate subsidiary includes property leased to
third parties and to other subsidiaries of the Company and property held for
future development. The investment in property held for lease to third parties
included in property, plant and equipment at December 31, 1999 includes
buildings, equipment and improvements of $94,077,000, land and improvements of
$12,978,000 and accumulated depreciation of $32,042,000.
Interest capitalized relating to construction of property, plant and
equipment amounted to approximately $2,270,000 and $630,000 in 1999 and 1998,
respectively. No interest was capitalized in 1997.
51
NOTE 5
Notes Payable And Long-Term Debt
Notes payable The Company maintains bank lines of credit which totaled
-------------
$25,000,000 at December 31, 1999. The lines are unsecured and bear interest at
rates no higher than the prime rate. $7,000,000 was outstanding under the lines
at December 31, 1999.
The notes payable to directors, stockholders and others comprise notes
payable on demand. Such notes bear interest at rates equivalent to those
available to the Company for short-term cash investments. Interest on such notes
amounted to $281,000, $534,000 and $573,000 in 1999, 1998 and 1997,
respectively.
Notes payable are summarized as follows (in thousands):
December 31 1999 1998
--------- ---------
Banks $ 7,000 $ 5,760
Directors, stockholders and others 5,717 6,361
Current maturities of long-term debt 9,905 1,358
--------- ---------
$ 22,622 $ 13,479
--------- ---------
Long-term debt
- --------------
Lines of credit The Company maintains an unsecured reducing revolving line
---------------
of credit with a bank in the amount of $100,000,000 to finance construction of
the Fisher Plaza project (see Note 12) and for general corporate purposes.
During 1999 the line was for $75,000,000, and it increases to a maximum amount
of $100,000,000 in 2001. The revolving line of credit is governed by a credit
agreement which provides that borrowings under the line will bear interest at a
variable rate not to exceed the bank's publicly announced reference rate. The
agreement also places limitations on the disposition or encumbrance of certain
assets and requires the Company to maintain certain financial ratios. The line
matures in 2003 and may be extended for two additional years. At December 31,
1999 $49,000,000 was outstanding under the line at an interest rate of 8.72%.
In June 1999 the Company entered into an eight-year senior secured credit
facility (senior credit facility) with a group of banks in the amount of
$230,000,000 to finance the acquisition of eleven television stations (see Note
11) and for general corporate purposes. The senior credit facility is secured by
a first priority perfected security interest in the broadcasting subsidiary's
capital stock that is owned by the Company. The senior credit facility also
places limitations on various aspects of the Company's operations (including the
payment of dividends) and requires compliance with certain financial ratios. In
addition to an amortization schedule which requires repayment of all borrowings
under the senior credit facility by June 2007, the amount available under the
senior credit facility reduces each year beginning in 2002. Amounts borrowed
under the senior credit facility bear interest at variable rates based on the
Company's ratio of funded debt to operating cash flow. At December 31, 1999,
$225,000,000 was outstanding under the senior credit facility at a blended
interest rate of 8.5%.
Mortgage loans The real estate subsidiary maintains the following mortgage
--------------
loans:
Principal amount of $4,229,000 secured by an industrial park with a book
value of $5,672,000 at December 31, 1999. The nonrecourse loan requires monthly
payments including interest of $30,000. The loan matures in May 2006 and bears
interest at 6.88%. The interest rate is subject to adjustment in May 2001 to the
then-prevailing market rate for loans of a similar type and maturity; the real
estate subsidiary may prepay all or part of the loan on that date.
Principal amount of $9,769,000 secured by an industrial park with a book
value of $11,358,000 at December 31, 1999 and principal amount of $12,688,000
secured by two office buildings with a book value of $17,205,000 at December 31,
1999. The loans mature in 2008, bear interest at 7.04% and require monthly
payments of $78,000 and $101,000, respectively, including interest. These
mortgage loans are nonrecourse. The interest rates are subject to adjustment in
December 2003 to the then prevailing rate for loans of a similar type and
maturity; all or a portion of the outstanding principal balance may be prepaid
on those dates.
Principal amount of $24,469,000 secured by an office building and parking
structure with a book value of $30,876,000 at December 31, 1999. The nonrecourse
loan matures in February 2006, bears interest at 7.72% and requires monthly
payments of principal and interest amounting to $221,000.
52
Long-term debt is summarized as follows (in thousands):
December 31 1999 1998
--------- ---------
Notes payable under bank lines of credit $ 274,000 $ 12,000
Mortgage loans payable 51,155 52,498
Other 302 117
--------- ---------
325,457 64,615
Less-Current maturities 9,905 1,358
--------- ---------
$ 315,552 $ 63,257
--------- ---------
Future maturities of notes payable and long-term debt are as follows (in
thousands):
Directors, Mortgage
Stockholders Bank Lines Loans
Banks and Others of Credit and Other Total
------------ ------------ ------------ ------------ ------------
2000 $ 7,000 $ 5,717 $ 8,437 $ 1,468 22,622
2001 14,063 1,578 15,641
2002 25,625 1,698 27,323
2003 27,500 1,825 29,325
2004 35,938 1,963 37,901
Thereafter 162,437 42,925 205,362
------------ ------------ ------------ ------------ ------------
$ 7,000 $ 5,717 $ 274,000 $ 51,457 $ 338,174
------------ ------------ ------------ ------------ ------------
Cash paid for interest (net of amounts capitalized) during 1999, 1998 and
1997 was $13,324,000, $4,408,000 and $5,512,000, respectively.
In August 1999 the Company entered into an interest rate swap agreement
fixing the interest rate at 6.52%, plus a margin based on the Company's ratio of
funded debt to operating cash flow, on $90 million floating rate debt
outstanding under the senior credit facility. The notional amount of the swap
reduces as payments are made on principal outstanding under the senior credit
facility until termination of the contract on December 30, 2004. At December 31,
1999, the fair value of the swap agreement was $680,000. No carrying amount was
recorded.
NOTE 6
Television And Radio Broadcast Rights
Television and radio broadcast rights acquired under contractual
arrangements were $14,852,000 and $12,981,000 in 1999 and 1998, respectively.
At December 31, 1999, the broadcasting subsidiary had executed license
agreements amounting to $45,150,000 for future rights to television and radio
programs. As these programs will not be available for broadcast until after
December 31, 1999, they have been excluded from the financial statements.
NOTE 7
Stockholders' Equity
The Board of Directors authorized a two-for-one stock split effective March
6, 1998 for stockholders of record on February 20, 1998. In connection with the
stock split, the par value of the Company's common stock was adjusted from $2.50
per share to $1.25 per share. All share and per share amounts reported in the
financial statements have been adjusted to reflect the stock split.
The Fisher Companies Incentive Plan of 1995 (the Plan) provides that up to
560,000 shares of the Company's common stock may be issued or sold to eligible
key management employees pursuant to options and rights through 2002.
Stock options The Plan provides that eligible key management employees may
-------------
be granted options to purchase the Company's common stock at the fair market
value on the date the options are granted. The options generally vest over five
years and generally expire ten years from the date of grant.
53
Restricted stock rights The Plan also provides that eligible key
-----------------------
management employees may be granted restricted stock rights which entitle such
employees to receive a stated number of shares of the Company's common stock.
The rights generally vest over five years and expire upon termination of
employment. Compensation expense of $421,000, $436,000 and $357,000 related to
the rights was recorded during 1999, 1998 and 1997, respectively.
A summary of stock options and restricted stock rights is as follows:
Restricted
Stock Options Stock Rights
Weighted
Number Average Exercise Number
of Shares Price Per Share of Shares
---------------- ---------------- ----------------
Balance, December 31, 1996 42,000 $ 37.25 19,400
Shares granted 69,770 57.50 10,080
Options exercised (1,180) 37.25
Stock rights vested (3,988)
Shares forfeited (1,810) 57.50 (1,290)
---------------- ---------------- ----------------
Balance, December 31, 1997 108,780 49.90 24,202
Shares granted 67,250 65.50 5,990
Options exercised (1,402) 40.46
Stock rights vested (5,778)
Shares forfeited (1,550) 61.37 (716)
---------------- ---------------- ----------------
Balance, December 31, 1998 173,078 55.94 23,698
Shares granted 63,900 63.00 3,520
Options exercised (900) 37.25
Stock rights vested (7,657)
Shares forfeited (685) 61.24 (88)
---------------- ---------------- ----------------
Balance, December 31, 1999 235,393 $ 57.91 19,473
---------------- ---------------- ----------------
The weighted average remaining contractual life of options outstanding at
December 31, 1999 is 7.5 years. At December 31, 1999 and 1998, options for
71,966 and 28,935 shares are exercisable at a weighted average exercise price of
$52.93 and $47.08 per share, respectively.
The Company accounts for common stock options and restricted common stock
rights issued pursuant to the Plan in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25).
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123), requires companies who elect to adopt its provisions to
utilize a fair value approach for accounting for stock compensation. The Company
has elected to continue to apply the provisions of APB 25 in its financial
statements. If the provisions of FAS 123 were applied to the Company's stock
options, net income, net income per share and net income per share assuming
dilution would have been reduced by approximately $500,000, $443,000 and
$277,000, or $0.06, $0.05 and $0.03 per share during 1999, 1998 and 1997,
respectively. The fair value of each stock option is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
assumptions used for grants in 1999, 1998 and 1997, respectively: dividend yield
of 1.70%, 1.89% and 2.05%, volatility of 14.96%, 17.38% and 15.16%, risk-free
interest rate of 5.13%, 5.61% and 6.38%, assumed forfeiture rate of 0%, and an
expected life of five years in all three years. Under FAS 123, the weighted
average fair value of stock options granted during 1999, 1998 and 1997,
respectively, was $12.45, $14.40 and $12.36.
Cash dividends were paid at the rate of $1.04, $1.00 and $.98 per share in
1999, 1998 and 1997, respectively. On December 1, 1999 the Board of Directors
declared a dividend in the amount of $.26 per share payable March 3, 2000 to
stockholders of record on February 18, 2000.
54
NOTE 8
Income Taxes
Income taxes have been provided as follows (in thousands):
Year Ended December 31 1999 1998 1997
--------- --------- ---------
Payable currently $ 3,167 $ 10,968 $ 12,052
Current and noncurrent deferred income taxes 6,363 79 1,031
--------- --------- ---------
$ 9,530 $ 11,047 $ 13,083
--------- --------- ---------
Reconciliation of income taxes computed at federal statutory rates to the
reported provisions for income taxes is as follows (in thousands):
Year Ended December 31 1999 1998 1997
--------- --------- ---------
Normal provision computed at 35% of pretax income $ 9,668 $ 11,236 $ 13,234
Dividends received credit (1,086) (1,013) (925)
State taxes, net of federal tax benefit 688 715 654
Other 260 109 120
--------- --------- ---------
$ 9,530 $ 11,047 $ 13,083
--------- --------- ---------
Deferred tax assets (liabilities) are summarized as follows (in thousands):
December 31 1999 1998
--------- ---------
Current:
Accrued employee benefits $ 594 $ (528)
Allowance for doubtful accounts 595 490
Accrued property tax (423) (349)
Other 302 349
--------- ---------
$ 1,068 $ (38)
--------- ---------
Noncurrent:
Unrealized gain on marketable securities $ (27,396) $ (45,935)
Property, plant and equipment (19,922) (12,350)
Accrued employee benefits 3,310 3,237
--------- ---------
$ (44,008) $ (55,048)
--------- ---------
The current deferred tax asset is reflected in prepaid expenses.
Cash paid for income taxes during 1999, 1998 and 1997 was $4,869,000,
$11,011,000 and $12,457,000, respectively.
NOTE 9
Retirement Benefits
The Company has qualified defined benefit pension plans covering
substantially all employees not covered by union plans. Benefits are based on
years of service and, in one of the pension plans, on the employees'
compensation at retirement. The Company accrues annually the normal costs of the
pension plans plus the amortization of prior service costs over periods ranging
to 15 years. Such costs are funded in accordance with provisions of the Internal
Revenue Code.
55
Changes in the projected benefit obligation and the fair value of assets
for the Company's pension plans are as follows (in thousands):
December 31 1999 1998
-------------- --------------
Projected benefit obligation - beginning of year $ 32,081 $ 27,973
Service cost 1,536 1,345
Interest cost 2,106 2,032
Liability experience (4,926) 2,640
Benefit payments (3,857) (1,909)
-------------- --------------
Projected benefit obligation - end of year $ 26,940 $ 32,081
-------------- --------------
Fair value of plan assets - beginning of year $ 28,816 $ 30,258
Actual return on plan assets 3,237 601
Benefits paid (3,857) (1,909)
Plan expenses (111) (134)
-------------- --------------
Fair value of plan assets - end of year $ 28,085 $ 28,816
-------------- --------------
The composition of the prepaid pension cost and the funded status are as
follows (in thousands):
December 31 1999 1998
-------------- --------------
Projected benefit obligation $ 26,940 $ 32,081
Fair value of plan assets 28,086 28,816
-------------- --------------
Funded status 1,146 (3,265)
Unrecognized prior service cost 210 269
Unrecognized net (gain) loss (1,268) 4,624
-------------- --------------
Prepaid pension cost $ 88 $ 1,628
-------------- --------------
The net periodic pension cost for the Company's qualified defined benefit
pension plans is as follows (in thousands):
Year Ended December 31 1999 1998 1997
-------------- -------------- --------------
Service cost $ 1,590 $ 1,345 $ 1,334
Interest cost 2,106 2,032 1,882
Expected return on assets (2,459) (2,483) (2,202)
Amortization of transition asset (56) (67)
Amortization of prior service cost 58 50 375
Amortization of loss 245 18
-------------- -------------- --------------
Net periodic pension cost $ 1,540 $ 888 $ 1,340
-------------- -------------- --------------
The discount rate used in determining the actuarial present value of the
projected benefit obligation at December 31, 1999 and 1998 was 7.75% and 6.75%,
respectively; the rate of increase in future compensation was 4.5%. The expected
long-term rate of return on assets ranged from 8.5% to 9.25% in both years.
The Company has a noncontributory supplemental retirement program for key
management. The program provides for vesting of benefits under certain
circumstances. Funding is not required, but generally the Company has acquired
annuity contracts and life insurance on the lives of the individual participants
to assist in payment of retirement benefits. The Company is the owner and
beneficiary of such policies; accordingly, the cash value of the policies as
well as the accrued liability are reported in the financial statements. The
program requires continued employment through the date of expected retirement
and the cost of the program is accrued over the participants' remaining years of
service.
56
Changes in the projected benefit obligation and accrued pension cost of the
Company's supplemental retirement program are as follows (in thousands):
December 31 1999 1998
-------------- --------------
Projected benefit obligation - beginning of year $ 12,100 $ 11,372
Service cost 439 443
Interest cost 702 649
Assumption changes 330
Benefit payments (782) (694)
-------------- --------------
Projected benefit obligation - end of year 12,459 12,100
Appreciation of policy value 516 301
Unrecognized net loss (1,165) (1,171)
-------------- --------------
Accrued pension cost $ 11,810 $ 11,230
-------------- --------------
The net periodic pension cost for the Company's supplemental retirement
program is as follows (in thousands):
Year Ended December 31 1999 1998 1997
-------------- -------------- --------------
Service cost $ 439 $ 443 $ 344
Interest cost 702 649 618
Amortization of transition asset (1) (1) (1)
Amortization of loss 78 47 26
-------------- -------------- --------------
Net periodic pension cost $ 1,218 $ 1,138 $ 987
-------------- -------------- --------------
The discount rate used in determining the actuarial present value of the
projected benefit obligation at December 31, 1999 and 1998 was 7.75% and 6.75%;
the rate of increase in future compensation was 4.5%.
The Company has two defined contribution retirement plans which are
qualified under Section 401(k) of the Internal Revenue Code. The two plans were
merged effective January 1, 2000. All U.S. employees who are age 21 or older and
have completed one year of service are eligible to participate. The Company
matches employee contributions up to a maximum of 3% of gross pay. Employer
contributions to the plans were $1,283,000, $1,036,000, and $876,000 in 1999,
1998 and 1997, respectively.
Health care and life insurance benefits are provided to all retired
non-broadcasting employees. The net periodic postretirement benefit cost was
$128,000, $109,000 and $64,000 in 1999, 1998 and 1997, respectively. The accrued
postretirement benefit cost at December 31, 1999 and 1998 was $1,602,000 and
$1,859,000, respectively.
The discount rate used in determining the actuarial present value of the
accumulated postretirement benefit obligation at December 31, 1999 and 1998 was
7.75% and 6.75%, respectively. A one percent increase in the health care cost
trend rate would not have had a significant effect on plan costs or the
accumulated benefit obligation in 1999 and 1998. Plan costs are generally based
on a defined maximum employer contribution which is not directly subject to
health care cost trend rates.
57
NOTE 10
Segment Information
The operations of the Company are organized into three principal business
segments, broadcasting, milling and real estate. Operating results and other
financial data for each segment are as follows (in thousands):
Corporate,
Eliminations
Broadcasting Milling Real Estate & Other Consolidated
---------------- ---------------- ---------------- ---------------- ---------------
Sales and other revenue
1999 $ 152,223 $ 114,942 $ 24,572 $ 4,761 $ 296,498
1998 127,637 108,056 12,265 4,224 252,182
1997 120,792 123,941 11,446 3,855 260,034
Income from operations
1999 $ 34,862 $ (6,121) $ 16,028 $ (3,275) $ 41,494
1998 33,937 (1,440) 4,117 (59) 36,555
1997 36,754 2,431 3,231 863 43,279
Interest expense
1999 $ 18 $ 3,807 $ 10,046 $ 13,871
1998 20 4,053 378 4,451
1997 4,156 1,311 5,467
Identifiable assets
1999 $ 405,415 $ 87,475 $ 92,256 $ 93,366 $ 678,512
1998 148,046 66,097 86,766 138,613 439,522
1997 135,896 60,007 88,770 154,080 438,753
Capital expenditures
1999 $ 41,584 $ 4,887 $ 9,735 $ 170 $ 56,376
1998 20,091 1,948 2,961 75 25,075
1997 8,978 2,933 5,729 59 17,699
Depreciation and amortization
1999 $ 10,352 $ 3,191 $ 4,348 $ 84 $ 17,975
1998 6,304 2,353 4,455 64 13,176
1997 5,325 2,239 4,355 56 11,975
Intersegment sales are not significant. Income from operations by business
segment is total sales and other revenue less operating expenses. In computing
income from operations by business segment, interest income and dividends from
marketable securities have not been added, and interest expense, income taxes
and unusual items have not been deducted. Identifiable assets by business
segment are those assets used in the operations of each segment. Corporate
assets are principally marketable securities. Capital expenditures are reported
exclusive of acquisitions.
No geographic areas outside the United States were material relative to
consolidated sales and other revenue, income from operations or identifiable
assets. Export sales by the milling subsidiary were $540,000 in 1999, $723,000
in 1998 and $6,100,000 in 1997.
NOTE 11
Acquisitions
In January 1997, assignment of Federal Communications Commission (FCC)
licenses for two radio broadcasting stations in Missoula, Montana was completed,
and the broadcasting subsidiary acquired the assets, including real estate, of
those stations for $3.9 million. In November 1997, upon assignment of FCC
licenses, the broadcasting subsidiary acquired the assets of a radio
broadcasting station in Wenatchee, Washington for $335,000 plus certain
additional costs in 1998.
On July 1, 1999, the Company and its broadcasting subsidiary completed the
acquisition of ten network-affiliated television stations and 50% of the
outstanding stock of a corporation that owns one television station. The
acquired properties are in seven markets located in California, the Pacific
Northwest, and Georgia. Total consideration was $216.7 million, which included
$7.6 million of working capital. Funding for the transaction was from an
eight-year senior credit facility in the amount of $230 million.
58
Also on July 1, 1999, the Company and its milling subsidiary purchased from
Koch Agriculture Company its 50% interest in the limited liability company (LLC)
which owns and operates flour milling facilities in Blackfoot, Idaho. The $19
million purchase price was funded from bank lines of credit. Prior to July 1,
the milling subsidiary used the equity method to account for its 50% interest in
the LLC. Subsequent to the acquisition the LLC became a wholly-owned subsidiary
and operating results are fully consolidated in the milling segment.
The above transactions are accounted for under the purchase method.
Accordingly, the Company has recorded identifiable assets and liabilities of the
acquired properties at their fair market value. The excess of the purchase price
over the fair market value of the assets acquired has been allocated to
goodwill. The results of operations of the acquired properties are included in
the financial statements from the date of acquisition. Unaudited pro forma
results as if the acquired properties had been included in the financial results
during the year of acquisition and the year prior to acquisition are as follows:
Year Ended December 31 1999 1998
---------- -----------
(in thousands, except per share amounts. All amounts are unaudited)
Sales and other revenue
Broadcasting $ 175,398 $ 172,668
Milling 122,755 117,442
Real Estate 24,572 12,265
Corporate and other 4,745 4,567
---------- -----------
$ 327,470 $ 306,942
---------- -----------
$ 12,329 $ 11,513
Net income
Income per share $ 1.44 $ 1.35
Income per share assuming dilution $ 1.44 $ 1.34
The pro forma results are not necessarily indicative of what actually would
have occurred if the acquisition had been in effect for the entire period
presented. In addition, they are not intended to be a projection of future
results and do not reflect any efficiencies that might be achieved from combined
operations.
NOTE 12
Commitments
In May 1998 the Company began redevelopment of the site on which KOMO
Television is currently located. The project, known as Fisher Plaza, encompasses
several elements including a new building and associated underground parking
facilities that will serve the needs of KOMO Television and Fisher Broadcasting
Inc. Estimated cost of the new building and parking facility is $79,000,000.
Completion is anticipated in Spring 2000. In addition, the real estate
subsidiary intends to undertake pre-development activities for additional
development of the Fisher Plaza site at an estimated cost of $2,000,000. Costs
incurred at December 31, 1999 totaled $42,100,000.
59
NOTE 13
Interim Financial Information (Unaudited)
Data may not add due to rounding (in thousands except per share amounts).
First Second Third Fourth
Quarter Quarter Quarter Quarter Annual
-------- -------- -------- -------- ---------
Sales and other revenue
1999 $ 59,398 $ 73,681 $ 76,045 $ 87,374 $ 296,498
1998 58,237 63,903 60,350 69,692 252,182
1997 60,510 67,397 63,788 68,339 260,034
Income from operations
1999 $ 3,842 $ 17,741 $ 5,748 $ 14,163 $ 41,494
1998 6,267 11,334 7,599 11,355 36,555
1997 7,160 12,214 9,542 14,363 43,279
Net income
1999 $ 1,990 $ 10,840 $ (106) $ 5,369 $ 18,093
1998 3,375 6,557 4,092 7,033 21,057
1997 3,881 7,035 5,399 8,414 24,729
Net income per share
1999 $ 0.23 $ 1.27 $ (0.01) $ 0.63 $ 2.12
1998 0.40 0.77 0.48 0.82 2.47
1997 0.45 0.82 0.63 0.99 2.90
Net income per share assuming dilution
1999 $ 0.23 $ 1.26 $ (0.01) $ 0.63 $ 2.11
1998 0.39 0.76 0.48 0.82 2.46
1997 0.45 0.82 0.63 0.98 2.88
Dividends paid per share
1999 $ 0.260 $ 0.260 $ 0.260 $ 0.260 $ 1.04
1998 0.250 0.250 0.250 0.250 1.00
1997 0.245 0.245 0.245 0.245 0.98
Common stock closing market prices ( see Note 7)
1999
High $ 67.50 $ 64.00 $ 63.50 $ 62.50 $ 67.50
Low 56.50 56.50 58.50 56.50 56.50
1998
High $ 66.00 $ 75.75 $ 73.75 $ 69.50 $ 75.75
Low 59.00 64.00 64.00 57.00 57.00
60
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
Fisher Companies Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 29, 2000 appearing in this Annual Report on Form 10-K also
included an audit of Financial Statement Schedule III of this Form 10-K. In our
opinion, the financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
February 29, 2000
61
Schedule III
FISHER COMPANIES INC. AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1999
Cost capitalized
Initial cost to Subsequent to Gross amount at which carried Accumu-
Company Acquisition at December 31, 1999 lated
------------------- ------------------- ------------------------------ depre- Date of
Buildings Land Buildings ciation comple-
and Carrying and and and tion of
Encum- Improve- Improve- costs Improve- Improve- amorti- construc-
Description brances Land ments ments (note 2) ments ments Total zation tion
- -------------------- ------- -------- --------- ------- ---------- --------- ----------- -------- ------- ---------
(in thousands)
MARINA
Marina Mart Moorings Various
Seattle, WA - (note 4) (note 4) $ 3,232 $ 107 $ 3,125 $ 3,232 $ 1,246 to 1987
OFFICE
West Lake Union Center
Seattle, WA $24,469 $ 266 $ 36,253 2,961 1,372 38,108 39,480 8,604 1994
Fisher Business Center
Lynnwood, WA 12,688 2,230 17,850 6,407 3,155 23,332 26,487 9,282 1986
Marina Mart Renovated
Seattle, WA - (note 4) (note 4) 3,540 122 3,418 3,540 863 1993
Latitude 47 Restaurant Renovated
Seattle, WA - (note 4) (note 4) 2,296 (note 5) 2,296 2,296 984 1987
1530 Building Renovated
Seattle, WA - (note 4) (note 4) 2,212 (note 5) 2,212 2,212 987 1985
INDUSTRIAL
Fisher Industrial Park 1982 and
Kent, WA 9,769 2,019 4,739 11,141 4,461 13,438 17,899 6,541 1992
Fisher Commerce Center
Kent, WA 4,229 1,804 4,294 2,060 2,132 6,026 8,158 2,486 Purchased
Pacific North Equipment
Kent, WA 1,582 1,344 - 1,582 1,344 2,926 616 Purchased
MISCELLANEOUS
INVESTMENTS,
less than 5% of total - 154 - 671 47 778 825 433 various
------- ------ ------- ------- ------- ------- -------- -------
$51,155 $8,055 $64,480 $34,520 $12,978 $94,077 $107,055 $32,042
======= ====== ======= ======= ======= ======= ======== =======
Life on
which
depre-
ciation
in latest
income
Date state-
acquired ment is
Description (Note 3) computed
- ---------------- -------- --------
MARINA
Marina Mart Moorings
Seattle, WA 1939 (note 9)
OFFICE
West Lake Union Center
Seattle, WA (note 9)
Fisher Business Center
Lynnwood, WA 1980 (note 9)
Marina Mart
Seattle, WA (note 9)
Latitude 47 Restaurant
Seattle, WA (note 9)
1530 Building
Seattle, WA (note 9)
INDUSTRIAL
Fisher Industrial Park
Kent, WA 1980 (note 9)
Fisher Commerce Center
Kent, WA 1989 (note 9)
Pacific North Equipment
Kent, WA 1997 (note 9)
MISCELLANEOUS
INVESTMENTS,
less than 5% of total various (note 9)
(Continued)
62
Schedule III, continued
FISHER COMPANIES INC. AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1999
Notes:
(1) Schedule III includes property held for lease to third parties by the
Company's real estate subsidiary. Reference is made to notes 1, 4 and 5 to
the consolidated financial statements.
(2) The determination of these amounts is not practicable and, accordingly,
they are included in improvements.
(3) Where specific acquisition date is not shown property investments were
acquired prior to 1971 and have been renovated or redeveloped as indicated.
(4) Initial cost is not readily available as property has been renovated or
redeveloped. Initial cost is included in subsequent improvements.
(5) Undivided land portion of Marina.
(6) The changes in total cost of properties for the years ended December 31,
1999, 1998 and 1997 are as follows (in thousands):
1999 1998 1997
---- ---- ----
Balance at beginning of year $113,091 $112,253 $107,874
Cost of improvements 2,239 993 5,191
Cost of properties sold (8,090)
Cost of improvements retired (185) (155) (812)
-------- -------- --------
Balance at end of year $107,055 $113,091 $112,253
======== ======== ========
(7) The changes in accumulated depreciation and amortization for the years
ended December 31, 1999, 1998 and 1997 are as follows (in thousands):
1999 1998 1997
---- ---- ----
Balance at beginning of year $32,995 $29,076 $25,740
Depreciation and amortization charged to operations 3,970 4,055 4,056
Retirements and other (4,923) (136) (720)
------- ------- -------
Balance at end of year $32,042 $32,995 $29,076
======= ======= =======
(8) The aggregate cost of properties for Federal income tax purposes is
approximately $110,433,000 at December 31, 1999.
(9) Reference is made to note 1 to the consolidated financial statements for
information related to depreciation.
63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 30th day of
March, 2000.
FISHER COMPANIES INC.
--------------------------------------
(Registrant)
By: /s/ Donald G. Graham, Jr.
-------------------------
Donald G. Graham, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
Signatures Title Date
- ---------- ----- ----
Principal Executive Officer:
/s/ William W. Krippaehne, Jr. President, Chief Executive March 30, 2000
- -------------------------------------- Officer, and Director
William W. Krippaehne, Jr.
Principal Operating Officer
/s/ Warren J. Spector Executive Vice President March 30, 2000
- -------------------------------------- and Chief Operating Officer
Warren J. Spector
Chief Financial and Accounting Officer:
/s/ David D. Hillard Senior Vice President and March 30, 2000
- -------------------------------------- Chief Financial Officer,
David D. Hillard and Secretary
A Majority of the Board of Directors:
/s/ James W. Cannon * Director March 30, 2000
- --------------------------------------
James W. Cannon
/s/ George D. Fisher * Director March 30, 2000
- --------------------------------------
George D. Fisher
/s/ Phelps K. Fisher * Director March 30, 2000
- --------------------------------------
Phelps K. Fisher
/s/ William O. Fisher * Director March 30, 2000
- --------------------------------------
William O. Fisher
/s/ Carol H. Fratt * Director March 30, 2000
- --------------------------------------
Carol H. Fratt
64
Signatures Title Date
- ---------- ----- ----
/s/ Donald G. Graham, III * Director March 30, 2000
- --------------------------------------
Donald G. Graham, III
/s/ Robin J. Campbell Knepper * Director March 30, 2000
- --------------------------------------
Robin J. Campbell Knepper
/s/ John D. Mangels * Director March 30, 2000
- --------------------------------------
John D. Mangels
/s/ Jean F. McTavish * Director March 30, 2000
- --------------------------------------
Jean F. McTavish
/s/ Jacklyn F. Meurk * Director March 30, 2000
- --------------------------------------
Jacklyn F. Meurk
/s/ George F. Warren, Jr. * Director March 30, 2000
- --------------------------------------
George F. Warren, Jr.
/s/ William W. Warren, Jr. * Director March 30, 2000
- --------------------------------------
William W. Warren, Jr.
* By: /s/ William W. Krippaehne, Jr.
- -------------------------------------
William W. Krippaehne, Jr.,
- ---------------------------
Attorney-in-fact
- ----------------
65
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
2.1* Asset Purchase and Sale Agreement Among Fisher Companies Inc., and
Fisher Broadcasting Inc., as the Purchaser and Retlaw Enterprises,
Inc., Retlaw Broadcasting, L.L.C., Retlaw Broadcasting of Boise,
L.L.C., Retlaw Broadcasting of Fresno, L.L.C., Retlaw Broadcasting of
Idaho Falls, L.L.C., Retlaw Broadcasting of Yakima, L.L.C., Retlaw
Broadcasting of Eugene, L.L.C., Retlaw Broadcasting of Columbus,
L.L.C., and Retlaw Broadcasting of Augusta, L.L.C., as the Sellers
dated November 18, 1998, as amended November 30, 1998 and December 7,
1998 (filed as Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (File No. 000-22439).
2.2* Amendment No. 3 to Asset Purchase and Sale Agreement dated as of June
30, 1999 (filed as Exhibit 2.2 of the Company's Current Report on Form
8-K dated July 1, 1999 (File No. 000-22439).
2.3* Amendment No. 4 to Asset Purchase and Sale Agreement dated as of July
1, 1999 (filed as Exhibit 2.3 of the Company's Current Report on Form
8-K dated July 1, 1999 (File No. 000-22439).
3.1* Articles of Incorporation (filed as Exhibit 3.1 of the Company's
Registration Statement on Form 10 (File No. 000-22439).
3.2* Articles of Amendment to the Amended and Restated Articles of
Incorporation filed December 10, 1997 (filed as Exhibit 3.2 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 000-22439).
3.3* Bylaws (filed as Exhibit 3.3 of the Company's Registration Statement
on Form 10 (File No. 000-22439).
10.1* Primary Television Affiliation Agreement between Fisher Broadcasting
Inc. and American Broadcasting Companies, Inc., dated April 17, 1995,
regarding KOMO TV (filed as Exhibit 10.1 of the Company's Registration
Statement on Form 10 (File No. 000-22439).
10.2 Side letter amendment to Primary Television Affiliation Agreement
between Fisher Broadcasting Inc. and American Broadcasting Companies,
Inc., dated June 30, 1999, regarding KOMO TV.
10.3* Primary Television Affiliation Agreement between Fisher Broadcasting
Inc. and American Broadcasting Companies, Inc., dated April 17, 1995,
regarding KATU TV (filed as Exhibit 10.2 of the Company's Registration
Statement on Form 10 (File No. 000-22439).
10.4 Side letter amendment to Primary Television Affiliation Agreement
between Fisher Broadcasting Inc. and American Broadcasting Companies,
Inc., dated June 30, 1999, regarding KATU TV.
10.5 Amended and Restated Fisher Companies Incentive Plan of 1995.
66
10.6* Fisher Companies Inc. Supplemental Pension Plan, dated February 29,
1996 (filed as Exhibit 10.4 of the Company's Registration Statement on
Form 10 (File No. 000-22439).
10.7* Fisher Broadcasting Inc. Supplemental Pension Plan, dated March 7,
1996 (filed as Exhibit 10.5 of the Company's Registration Statement on
Form 10 (File No. 000-22439).
10.8* Fisher Mills Inc. Supplemental Pension Plan, dated March 1, 1996
(filed as Exhibit 10.6 of the Company's Registration Statement on Form
10 (File No. 000-22439).
10.9* Fisher Properties Inc. Supplemental Pension Plan, dated March 1, 1996
(filed as Exhibit 10.7 of the Company's Registration Statement on Form
10 (File No. 000-22439).
10.10* Credit Agreement among Fisher Companies Inc. and Bank of America
National Trust and Savings Association, doing business as Seafirst
Bank as Agent, and Bank of America National Trust and Savings
Association, doing business as Seafirst Bank and U. S. Bank National
Association as Banks dated May 26, 1998 (filed as Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (File No. 000-22439).
10.11 First amendment to Credit Agreement among Fisher Companies Inc. and
Bank of America National Trust and Savings Association, doing business
as Seafirst Bank as Agent, and Bank of America National Trust and
Savings Association, doing business as Seafirst Bank and U. S. Bank
National Association as Banks dated May 26, 1998
10.12 Second amendment to Credit Agreement among Fisher Companies Inc. and
Bank of America National Trust and Savings Association, doing business
as Seafirst Bank as Agent, and Bank of America National Trust and
Savings Association, doing business as Seafirst Bank and U. S. Bank
National Association as Banks dated May 26, 1998
10.13* Membership Purchase Agreement between Koch Agriculture Company, Fisher
Mills Inc. and Fisher Companies Inc. (filed as Exhibit 10.1 to the
Company's Quarterly Report for the period ended September 30, 1999
(File No. 000-2439).
10.14* Credit Agreement dated as of June 24, 1999 among Fisher Companies Inc.
and financial institutions named therein (filed as Exhibit 10.2 to the
Company's Quarterly Report for the period ended September 30, 1999
(File No. 000-2439).
10.15* First Amendment to Credit Agreement dated as of June 24, 1999 among
Fisher Companies Inc. and financial institutions named therein (filed
as Exhibit 10.3 to the Company's Quarterly Report for the period ended
September 30, 1999 (File No. 000-2439).
10.16 Second Amendment to Credit Agreement dated as of June 24, 1999 among
Fisher Companies Inc. and financial institutions named therein
67
10.17 Form of Affiliation Agreement between CBS Television Network and
Retlaw Enterprises, Inc. regarding KJEO-TV, KJEO-TV, KIMA-TV, KBCI-TV,
KIDK-TV, KVAL-TV, KCBY-TV and KPIC-TV.
10.18 Form of Demand Note between the Registrant and certain of its
directors and affiliates of its directors.
22.1 Subsidiaries of the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Form of Power of Attorney authorizing certain officers to execute Form
10-K for the year ended December 31, 1999 and any and all amendments
thereto, signed by James W. Cannon, George D. Fisher, Phelps K.
Fisher, William O. Fisher, Carol H. Fratt, Donald G. Graham, III,
Robin J. Campbell Knepper, John D. Mangels, Jean F. McTavish, Jacklyn
F. Meurk, George F. Warren, Jr., and William W. Warren, Jr.
27.1 Financial Data Schedule fiscal year end 1999.
* Incorporated by reference.
68