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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, 2001
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 COMMUNICATIONS, 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) 404-7000
(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
------- -------
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 1, 2002, based on the last sale price reported on the
Nasdaq National Market, was approximately $243,791,000.
The number of shares outstanding of each of the registrant's classes of common
stock as of March 1, 2002 was:
Title of Class Number of Shares Outstanding
-------------- ----------------------------
Common Stock, $1.25 Par Value 8,591,658 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to the Annual Meeting of Shareholders
to be held on April 25, 2002, are incorporated by reference under Part III of
this Report.
PART I
ITEM 1. BUSINESS
This annual report on Form 10-K contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential," or "continue," the negative of such terms
or other comparable terminology. These statements are only predictions. Actual
events or results may differ materially. In evaluating these statements, you
should specifically consider various factors, including the risks outlined in
the section entitled "Additional Factors that May Affect Our Business,
Financial Condition and Future Results" below and elsewhere in this annual
report. These factors may cause our actual results to differ materially from
any forward-looking statement.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, level of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of the
forward-looking statements. We are under no duty to update any of the
forward-looking statements after the date of this annual report to conform such
statements to actual results or to changes in our expectations.
COMPANY DESCRIPTION
Fisher Communications, Inc. is a communications and media company comprised of
three subsidiaries: Fisher Broadcasting Company, Fisher Media Services Company,
and Fisher Properties Inc. We are focused primarily on broadcasting and media
services, but we also currently maintain a portfolio of commercial real estate
assets through our subsidiary, Fisher Properties Inc.
In 2001 we changed our name from Fisher Companies Inc. to Fisher
Communications, Inc. and listed on the Nasdaq National Market to increase
visibility for the company and facilitate trading for shareholders.
The broadcasting subsidiary owns and operates eleven network-affiliated
television stations (and owns a 50% interest in a company that owns a twelfth
television station), and also owns and operates 28 radio stations. The
television and radio stations are located in Washington, Oregon, Idaho, and
Montana, with the exception of two Fox-affiliated television stations located
in Augusta and Columbus, Georgia. Seattle and Portland are our two largest
markets for both television and radio (ranked 12th and 23rd; 14th and 24th,
respectively, based on Designated Market Area rankings by Nielsen Media
Research). Fisher's television stations reach nearly 4,000,000 households
(approximately 4% of U.S. television households) according to Nielsen Media
Research. Our radio stations represent the 26th largest radio group in the U.S.
in terms of revenue.
Fisher Media Services Company was formed in 2001 to develop and manage three
principle businesses: Fisher Entertainment, a producer and distributor of
content for cable and television; Fisher Pathways, offering satellite
transmission services; and Fisher Plaza, a digital hub that houses and serves
an array of communications and media clients.
Fisher Communications, Inc. was founded in 1910, and is incorporated in the
state of Washington. As of December 31, 2001, the company had 1,016 full-time
employees. As used herein, unless the context requires otherwise, when we say
"we," "us" or "our," we are referring to Fisher Communications, Inc. and its
consolidated subsidiaries. Note 11 to the consolidated financial statements
contains information regarding our industry segments for the years ended
December 31, 2001, 2000, and 1999. Beginning in 2002, financial performance of
the company will be reported in three operating segments: broadcasting, media
services, and real estate.
COMPANY STRATEGY
Fisher's goal is to be a fully integrated communications and media company. Our
strategy includes the following components:
Restructure corporate enterprise to support greater functional integration of
core competencies and to improve operational efficiencies. In 2001, we
restructured our broadcasting subsidiary, Fisher Broadcasting Company, and
established a new subsidiary, Fisher Media Services Company. We continue to
implement our corporate restructuring that we expect will improve the
performance and efficiency of our operations. The purpose of this restructuring
is to enable us to focus on our objective of becoming a company that fully
integrates broadcast communications and media services operations.
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To build upon our broadcasting foundation, we created Fisher Media Services
Company. It produces and provides programming through its subsidiary, Fisher
Entertainment. It offers content distribution and media transmission services
through its subsidiary, Fisher Pathways. In addition, it owns and operates
Fisher Plaza. Fisher Plaza is a communication hub facility for the creation,
aggregation, transmission and distribution of media (audio, video, still
images, and text) through multiple channels, including satellite, television,
cable, radio and terrestrial wired and wireless telecommunications. Fisher
Plaza is also designed to serve as a community for media and communications
enterprises, which has made it a convergence point for content creation and
distribution that we believe meets the demands of today's businesses and
consumers. In addition to serving as the home of Fisher's KOMO TV, the Seattle
facility houses several media, communications and high-tech companies,
including ABC News, AT&T, Internap Network Services Corporation, Looking Glass
Networks, MetroMedia Fiber Networks, Qwest, S/2/ Entertainment, Sonic Telecom,
Tech TV, Terabeam Networks, Time Warner Telecom, Verizon, and Worldcom
Construction of the second building at Fisher Plaza began in the fourth quarter
of 2000, and is expected to be completed in the fall of 2002. Fisher
Entertainment and Fisher Pathways benefit from and extend the capabilities of
Fisher Plaza.
Our commercial real estate subsidiary, Fisher Properties Inc., continues in its
present form. Given our emphasis on communications and media, we recently
considered a sale of its real estate portfolio through a bid process. Due to
buyer response as a result of current market conditions, we presently are not
seeking to sell the entire portfolio of real estate assets, but will continue
to explore opportunistically the sale of individual properties.
As part of our corporate restructuring, we sold the assets and working capital
used in our flour milling operations in Seattle, Blackfoot, Modesto, and
Portland on April 30, 2001, and we completed the sale of the distribution
assets and working capital of Fisher Mills Inc. and its subsidiary Sam Wylde
Flour Company, Inc. on June 29, 2001.
Consistent with the restructuring was the elimination of the boards of
directors and a substantial amount of redundant management and support
positions. Beginning in 2002, Fisher Broadcasting Company, Fisher Media
Services Company and Fisher Properties Inc. each will be reported as a separate
business segment in our financial statements.
Improve competitive position and operational efficiencies of our broadcast
communications properties. We believe Fisher Plaza will enable us to achieve
operational efficiencies by centralizing several key aspects of programming and
distribution for our broadcast properties. For example, we plan to combine our
Seattle radio and television news gathering and production operations at Fisher
Plaza. In addition, we expect that news stories from our broadcast properties
will be centrally indexed and stored at Fisher Plaza in a digital format for
electronic distribution to our stations. We will consider opportunistic
acquisitions and divestitures of broadcast properties that could improve the
overall strength of Fisher Broadcasting Company. For example, we will look at
potential acquisitions of broadcast properties in order to do one or more of
the following: improve efficiencies, establish or expand a strategically
located geographic footprint, improve our ability to acquire syndicated
programming, leverage relationships with networks, and expand our talent pool.
Whether, and to what extent, we acquire additional broadcasting properties will
depend on a number of factors, including but not limited to the availability of
such properties, the relative costs and benefits of such opportunities as
compared with non-broadcast opportunities, the cost of financing, acceptable
levels of debt, and the manner in which broadcast acquisition alternatives
might complement our other operations. However, we can provide no assurance
that we will acquire or sell broadcast properties or, if we do so, when we
might make such acquisitions or dispositions or how significant they might be.
Expand relationships with customers and audience by distributing content
through additional channels. We are developing new opportunities for creating,
aggregating and distributing content through non-broadcast media channels. We
are co-developing ways to re-purpose and more fully utilize the content
generated by our broadcast operations by delivering it through alternative
media channels such as cell phones, the Internet and web-enabled personal
digital assistants. The goal of these efforts is to enable us to deliver highly
localized and personalized information that will deepen the trust and loyalty
of our audiences.
We also believe that by utilizing both its physical infrastructure and the
competencies of its residents, Fisher Plaza can be an important component in
support of our efforts to digitize and distribute broadcast content and other
media through multiple channels. For example, Fisher is collaborating with
Ingeniux, a Seattle software company, to seek to create media management
software tools to automate the re-purposing of some broadcast content to web
sites and IP (Internet Protocol) addressable devices, such as cell phones,
pagers, personal digital assistants, and personal computers. Presently, three
Fisher television stations use this software and have experienced dramatically
increased web site usage.
Additionally, working with AT&T Broadband, KOMO TV is delivering text news
stories to cable set top boxes for television viewing in thousands of homes in
the Tacoma, Washington area using Fisher developed software. Fisher is also
working with Weather Central to deliver highly customized weather forecasts via
the Internet, with the objective of enhancing loyalty and trust with its
audience and creating further sales opportunities with its advertisers.
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Develop strategic relationships. We are seeking to develop relationships to
help us to achieve our objective of becoming a fully integrated communications
and media company, to enable us to focus on our core competencies, and to take
advantage of the expertise and financial resources of others.
Develop opportunities to cross sell broadcast advertising within our markets
and the Northwest region. We are seeking to expand our cross selling of
broadcast advertising within markets in which we own one or more television and
radio stations and within the Northwest region. The objective of this effort is
to better serve our advertising clients and increase the efficiency and
effectiveness of our sales efforts.
TELEVISION AND RADIO STATIONS
Our broadcasting operations are conducted through Fisher Broadcasting Company
("Fisher Broadcasting"), a Washington corporation (formerly Fisher Broadcasting
Inc.). Fisher Communications, Inc. owns all the outstanding capital stock of
Fisher Broadcasting. Fisher Broadcasting had approximately 951 full-time
employees as of December 31, 2001.
TELEVISION
The following table sets forth certain information regarding our television
stations.
Analog Average
DMA(1) Network Channel/ Audience Rank in
Station Market Area Rank Affiliation Frequency/(2)/ Share/(3)/ Market/(3)/
- ---------------- -------------------- ---------- ------------ --------------- ----------- -------------
KOMO Seattle-Tacoma, WA 12 ABC 4/VHF 11.2% 2
KATU Portland, OR 23 ABC 2/VHF 13.4% 2
WFXG Augusta, GA 114 FOX 54/UHF 8% 3
KVAL/(4)/ Eugene, OR 123 CBS 13/VHF 16% 1
KCBY/(4)/ Coos Bay, OR 123 CBS 11/VHF 16%
KPIC/(4)//(5)/ Roseburg, OR 123 CBS 4/VHF 16%
KBCI Boise, ID 121 CBS 2/VHF 12% 2
KIMA/(6)/ Yakima, WA 125 CBS 29/UHF 12% 2
KEPR/(6)/ Pasco/Richland/
Kennewick, WA 125 CBS 19/UHF 12% 2
KLEW Lewiston, ID NA/(7)/ CBS 3/VHF NA/(7)/ NA/(7)/
WXTX Columbus, GA 126 FOX 54/UHF 6% 3
KIDK Idaho Falls, ID 166 CBS 3/VHF 12% 2
- -------------------
/(1)/ Designated Market Area ("DMA") represents an exclusive geographic area of
counties in which the home market stations are estimated to have the
largest quarter-hour audience share (Nielsen Media Research).
/(2)/ VHF refers to very high frequency band (channels 2-13) of the spectrum.
UHF refers to ultrahigh frequency band (channels above 13) of the
spectrum. In addition, each of these stations has been allocated a
digital channel television frequency.
/(3)/ 6 a.m. - 2 a.m. per Nielsen Media Research average ratings February, May,
July, and November 2001.
/(4)/ Station ranking is for three-station group designated as KVAL+ by Nielsen
Media Research.
/(5)/ Fisher Broadcasting owns a 50% interest in South West Oregon Television
Broadcasting Corporation, licensee of KPIC.
/(6)/ Station ranking is for two-station group designated as KIMA+ by Nielsen
Media Research.
/(7)/ Although included as part of the Spokane, WA DMA, KLEW primarily serves
the Lewiston, ID, Clarkston, WA audience that is only a small portion of
the Spokane DMA.
GENERAL OVERVIEW
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Commercial television broadcasting began in the United States on a regular
basis in the 1940s. The Federal Communications Commission ("FCC") grants
licenses to build and operate broadcast television stations, and currently, a
limited number of channels are available for television broadcasting in any one
geographic area. Television stations that broadcast over the VHF band generally
have some competitive advantage over those that broadcast over the UHF band
(channels above 13) 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.
There are approximately 105 million U.S. television households of which
approximately 73 million are wired cable households and approximately 15
million receive television via direct broadcast satellite. Overall household
television viewing has risen to slightly more than 53 hours per week. The
average home receives 89.2 channels and views 14.1 channels for 10 or more
continuous minutes per week. (Nielsen Media Research)
Television stations primarily receive revenues from the sale of local, regional
and national advertising and, to a much lesser extent, from network
compensation, tower 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 sensitive to broad economic trends, affects the
broadcast industry in general and, specifically, the revenues of individual
broadcast television stations. Events outside our control can adversely affect
advertising revenues. For example, Fisher Broadcasting has experienced
declines in advertising revenue during some periods as a result of strikes in
major industries. Political and advocacy advertising can constitute, and in the
past has constituted, a significant revenue source in some years, particularly
national election years. The amount of such revenue in election years depends
on many factors, such as whether Washington and Oregon are contested states in
a presidential election. Political and advocacy revenue is very low in years
in which there is little election or other ballot activity.
NETWORK AFFILIATIONS
A television station's affiliation with one of the four major television
networks (ABC, CBS, NBC and FOX) has a significant impact on the composition of
the station's programming, revenues, expenses and operations. A station
affiliated with ABC, CBS or NBC typically receives approximately 9 to 10 hours
of each day's programming from the network. This programming, along with cash
payments, is generally 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 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. Generally, FOX-affiliated
stations receive fewer hours of programming from the FOX Television Network
than stations affiliated with ABC, CBS or NBC receive from those networks.
Two of Fisher Broadcasting's television stations are affiliated with the ABC
Television Network, eight (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.
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The network affiliation agreements for our television stations have
the following expiration dates:
Network
Station Market Area Affiliation Expiration Date
- ------- ------------------- ------------------ ------------------------
KOMO Seattle-Tacoma, WA ABC September 1, 2004
KATU Portland, OR ABC September 1, 2004
KVAL Eugene, OR CBS February 28, 2006
KCBY Coos Bay, OR CBS February 28, 2006
KPIC/(1)/ Roseburg, OR CBS February 28, 2006
KIMA Yakima, WA CBS February 28, 2006
KEPR Pasco/Richland/ CBS February 28, 2006
Kennewick, WA
KLEW Lewiston, ID CBS February 28, 2006
KBCI Boise, ID CBS February 28, 2006
KIDK Idaho Falls, ID CBS February 28, 2006
WFXG Augusta, GA FOX May 31, 2004
WXTX Columbus, GA FOX May 31, 2004
- ----------------
/(1)/ Fisher Broadcasting owns a 50% interest in South West Oregon Television
Broadcasting Corporation, licensee of KPIC.
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. Generally, the networks use a contract renewal
with affiliates as an opportunity to modify contract terms. It is uncertain how
network-affiliate relations will change in the future. The nonrenewal or
modification of a network affiliation agreement could materially harm Fisher
Broadcasting's results of operations.
ADDITIONAL INFORMATION ABOUT TELEVISION MARKETS AND STATIONS
KOMO TV, SEATTLE-TACOMA, WASHINGTON
Market Overview. KOMO TV operates in the Seattle-Tacoma market, which has
- ---------------
approximately 1.6 million television households and a population of
approximately 4.1 million. In 2001, approximately 74% of the population in the
DMA subscribed to cable, and 9.8% received local stations via alternative
delivery systems, like direct satellite. (Nielsen Media Research) Major
industries in the market include aerospace, manufacturing, biotechnology,
forestry, telecommunications, software, Internet products and services,
transportation, retail and international trade. Major employers include
Microsoft, Boeing, SAFECO, Paccar, Nintendo, Amazon.com, Inc., the University
of Washington and Weyerhaeuser. The 2001 television revenue for the
Seattle-Tacoma DMA was estimated to be $290 million, as reported by Miller,
Kaplan, Arase & Co., LLP, an accounting firm that provides the television
industry with revenue figures.
Station Performance. KOMO TV's commitment to be the market leader in local news
- -------------------
is manifested on multiple distribution platforms. KOMO TV produces 33 hours of
live local television news per week on its analog and digital channels. KOMO TV
News is the first local television station in the nation to provide local news
to cell phones through a relationship with AT&T Wireless.
KOMO TV produces Northwest Afternoon, a daily 60-minute talk program, which
typically ranks number one in its time period. The Radio Television and News
Directors' Association has recognized KOMO TV nationally in the past year for
its investigative reports. The Association of Television Arts and Sciences
awarded 13 Emmys to the station for program and individual excellence in 2001.
KOMO TV serves actively in its community, participating in numerous civic and
charitable events.
KATU, PORTLAND, OREGON
Market Overview. KATU serves a market of approximately 2.7 million people and
- ---------------
approximately 1 million television households. Approximately 63% of Portland's
population subscribed to cable in 2001. (Nielsen Media Research) The
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Portland metro area has a broad base of manufacturing, distribution, wholesale
and retail trade, regional government and business services. High-tech
companies, including Intel, employ more than 60,000 people in the region.
International trade is an important aspect of the local economy. Other major
employers in the Portland area include Fred Meyer, Oregon Health Sciences
University, Providence Health System, Legacy Health System, Nike and
Freightliner.
Station Performance. KATU currently broadcasts 30.5 hours of live local news
- -------------------
weekly. For over 25 years, KATU has been a Portland market leader in local
program production. KATU has a long history of public service and involvement
in the community. It is the only station in Portland providing real-time closed
captioning of its newscasts.
KIMA TV, KEPR TV, KLEW TV, YAKIMA AND TRI-CITIES, WASHINGTON AND LEWISTON,
IDAHO.
Market Overview. KIMA TV serves the Yakima, Washington area and KEPR TV serves
- ---------------
the Pasco-Richland-Kennewick (the "Tri-Cities"), Washington area. Yakima and
the Tri-Cities areas comprise the Yakima DMA, which serves approximately
547,000 people in approximately 209,000 households and has a 60% cable
penetration. KLEW TV is the exclusive local station in Lewiston, Idaho and is
part of the Spokane, Washington DMA. Lewiston's KLEW TV serves approximately
165,000 people in approximately 63,000 households with a 66% cable penetration.
KEPR TV and KLEW TV are KIMA TV's satellite stations, which are defined as
full-power terrestrial broadcast stations authorized to retransmit all or part
of the programming of a parent station that is ordinarily commonly owned.
The area covered by KIMA, KEPR and KLEW has an economic base that consists
primarily of agriculture, nuclear technology, government, manufacturing and the
wholesale/retail, service and tourism industries. Major employers include food
processors such as Tree Top, Snokist, Lamb Weston, Washington Beef and Del
Monte, as well as manufacturers such as Boise Cascade, Western RV
Manufacturing, Potlatch Corp. and Blount Manufacturing. Other major employers
are Fluor Daniel, Bechtel, Pacific N.W. Labs, Lockheed Martin and Siemens Power
Corp.
Station Performance. KIMA and KEPR each broadcast 9.5 hours per week of
- -------------------
scheduled live local news programs and are a leader in the market. According to
Nielsen Media Research, the combined households of KIMA and KEPR exceed the
combined households of the NBC affiliates and the combined households of the
ABC affiliates in the Yakima DMA. KLEW TV broadcasts five hours of scheduled
live, local news per week. KIMA/KEPR/KLEW have demonstrated a commitment to
public affairs and local interest programming. All three stations have won
numerous awards for having superior service in the news arena.
KBCI TV, BOISE, IDAHO
Market Overview. KBCI serves the Boise, Idaho DMA, which has a total population
- ---------------
of approximately 566,000 and approximately 220,000 TV households. An estimated
44% of the television households in the Boise DMA subscribe to cable
television. (Nielsen Media Research) The Boise area ranked among the top five
fastest growing metropolitan areas in the United States from 1990 to 2000.
Boise is the state capital and regional center for business, government,
education, health care and the arts. Major employers include high-tech
companies such as Micron Technology, Inc. and its subsidiaries, Hewlett-Packard
Company, micronpc.com, Crucial Technology and ZiLOG, as well as JR Simplot
Company, Albertson's, Saint Alphonsus Regional Medical Center, St. Luke's
Regional Medical Center, DirecTV, US Bank, Idaho Power Company, Boise Cascade,
Sears Boise Regional Credit Card Operations Center, Washington Group
International (formerly Morrison Knudson), Mountain Home Air Force Base, the
Idaho State government and the United States government.
Station Performance. KBCI currently broadcasts 15 hours per week of live local
- -------------------
news programs and broadcasts Boise State University men's and women's
athletics. The station has won numerous awards for excellence in television
broadcasting, including "Best Newscast" in 1999, 2000 and 2001 from the Idaho
State Broadcasters Association and the Idaho Press Club. The station has a
strong commitment to community affairs with major support provided to a variety
of local nonprofit, community-based organizations.
KIDK TV, IDAHO FALLS/POCATELLO, IDAHO
Market Overview. KIDK serves the Idaho Falls/Pocatello DMA with a total
- ----------------
population of approximately 301,000 and approximately 105,000 TV households.
An estimated 51% of the television households subscribe to cable. (Nielsen
Media Research)
The Idaho Falls/Pocatello DMA consists of 15 counties located in Eastern Idaho
and Western Wyoming. Idaho Falls and Pocatello, 50 miles apart, are the two
largest cities in the DMA. Bechtel, Inc., contractor for operation of the
Idaho National
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Engineering & Environmental Laboratory, is the largest employer in the region.
Other major employers include Melaluca, Inc., JR Simplot Company, FMC Corp.,
Idaho State University and BYU-Idaho.
Station Performance. KIDK broadcasts 14 1/2 hours per week of live local news
- -------------------
programs. KIDK operates from its main studio in Idaho Falls. In November 2001,
Nielsen Media Research reported KIDK as the station with the most growth in
local news ratings in the Idaho Falls/Pocatello DMA.
KVAL+ (KVAL TV, KCBY TV, KPIC TV), EUGENE, COOS BAY AND ROSEBURG, OREGON
Market Overview. The Eugene/Springfield DMA includes Eugene, Springfield,
- ---------------
Roseburg, Coos Bay and Corvallis, Oregon. It has a population of approximately
530,000 with approximately 216,000 television households. Approximately 64% of
the DMA population subscribed to cable in 2001. (Nielsen Media Research) KCBY
TV and KPIC TV are satellite stations of KVAL TV.
The area's economic base includes forest products, agriculture, high-tech
manufacturing, packaging, tourism and fishing. Major employers include the
state's two major universities-University of Oregon in Eugene and Oregon State
University in Corvallis, Sony Disc Manufacturing, Hyundai Semiconductor,
Hewlett Packard, Symantec Software, Sacred Heart Medical Center and Roseburg
Forest Products.
Station Performance. In the local programming time period from 3 p.m.-8 p.m.,
- -------------------
KVAL+ has the largest audience share in its DMA. KVAL+ numbers almost exceed
the combined audience shares of its competition. In addition, KVAL+ has
historically out-performed the CBS national Nielsen ratings. (Nielsen Media
Research) KVAL+ broadcasts 17 hours of live local news per week. KVAL TV
produces a local news window on CNN Headline News every hour every day. KVAL+
has a long tradition of award-winning news, public affairs programming and
information. In addition to broadcasting its signal to the DMA, KVAL+ has the
ability to `narrowcast' with relevant individual news, weather and
commercialization to the Eugene, Roseburg, Coos Bay, Florence and
Corvallis/Albany markets.
WFXG TV, AUGUSTA, GEORGIA
Market Overview. Augusta, Georgia has a total population of approximately
- ---------------
600,000 people. Of the market's approximately 234,000 television households,
72% subscribe to cable. (Nielsen Media Research) Augusta is the state's second
largest metropolitan area. Major employers include the United States Military
(Ft. Gordon), Textron, Medical College of GA, John Deere, Delta Airlines
(Reservation Center) and EZ-Go Golf Carts.
WFXG continues to outperform the average FOX network prime-time rating average
in terms of audience delivery. WFXG is committed to active involvement in
community affairs.
WXTX TV, COLUMBUS, GEORGIA
Market Overview. Columbus, Georgia has a population of approximately 479,000. Of
- ---------------
the market's approximately 197,000 television households, 76% subscribe to
cable. Columbus ranks as Georgia's third largest metropolitan area. Major
employers include Fort Benning, AFLAC, Muscogee County School System, The
University System, Dolly Madison Bakeries and Synovus.
Station Overview. WXTX remains active in community affairs and produces a broad
- ----------------
range of public affairs campaigns.
COMPETITION
Broadcast television stations compete for advertising revenues primarily with
other broadcast television stations and networks, radio stations, cable
systems, satellite broadcast systems, syndicated programmers, Internet websites
and print media, and, to some extent, with outdoor advertising.
Competition within the television industry, including the markets in which
Fisher Broadcasting's stations compete, is intense. This competition 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 faces continuing technological change and
innovation, the possible rise in popularity of competing entertainment and
communications media, changing business practices such as television
"duopolies" (owning and operating two stations in the
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same market), 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
these factors could materially harm the television broadcasting industry and
Fisher Broadcasting's business in particular.
Audience. Stations compete for audience on the basis of program popularity,
- --------
which has a direct effect on advertising rates. During periods of network
programming, the stations are totally dependent on 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 during such time periods of its programming and syndicated
programming it has purchased 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
programming and alternate methods of television program 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
nonbroadcast programming originated on the cable system. To the extent cable
operators and broadcasters increase the amount of local news programming, the
heightened competition for local news audiences could have a material 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, DVD players and television game devices), Internet websites,
wireless cable and satellite master antenna television systems. Fisher
Broadcasting's stations also face competition from 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 product performance (quality, variety, information and
entertainment value of content) and price (the cost to utilize these systems).
Programming. Competition for syndicated programming involves negotiating with
- -----------
national program distributors, or syndicators. Fisher Broadcasting's stations
compete against in-market broadcast stations for exclusive access to syndicated
programming. Cable system operators generally do not compete with local
stations for programming; however various national cable networks acquire
programs that might have otherwise been offered to local television stations.
Advertising. Advertising rates are based on the size of the market in 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.
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, Internet websites,
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.
Staff and Management. The loss of key staff, including management, on-air
- --------------------
personalities and sales staff, to competitors can adversely affect revenues and
earnings of television stations.
DIGITAL/HIGH DEFINITION TELEVISION ("HDTV")
The Digital Television ("DTV") standard, developed after years of research, and
approved by the FCC in December 1996, was the breakthrough that made possible
the transmission of vast amounts of information in the same size channel (6
MHz) as the current analog standard television system.
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
9
the ratio of screen width to screen height.) Because of this screen shape,
watching programs on digital TV sets can be similar to watching a movie at the
theater, giving more lifelike images and allowing the viewer to feel more
involved in the action on screen. Second, DTV delivers six 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.
The following chart sets forth certain information regarding our channel
allocation and status for digital/high definition television.
Currently
Digital Channel Broadcasting in
Station Market Area Allocation Digital Format/(1)/
KOMO Seattle-Tacoma, WA 38 Yes (HDTV)
KATU Portland, OR 43 Yes (HDTV)
WFXG Augusta, GA 51 No
KVAL Eugene, OR 25 Yes
KCBY Coos Bay, OR 21 No
KPIC Roseburg, OR 19 No
KBCI Boise, ID 28 No
KIMA Yakima, WA 33 No
KEPR Pasco/Richland/Kennewick 18 No
KLEW Lewiston, ID 32 No
WXTX Columbus, GA 49 No
KIDK Idaho Falls, ID 36 No
________________
/(1)/ Those stations that do not currently broadcast in HDTV are required to
comply with the FCC rules that require them to broadcast a digital signal by
May 2, 2002.
RADIO
The following table sets forth certain information regarding our radio stations
located in Seattle and Portland.
Number of Audience Listening
Commercial ----------------------
Radio
Dial Market Stations in Rank in Station
Market Station Position Power Rank the Market Market/(1)/ Share/(1)/ Format
- -------------- ----------- ------------ -------- -------- ------------- ----------- ---------- ------------
Seattle, WA 14 51
KOMO AM 1000 kHz 50 kW 13 2.9% News/Talk
KVI AM 570 kHz 5 kW 6 4.2% Talk
KPLZ FM 101.5 MHz 100 kW 16 2.8% Today's Best
Variety
Portland, OR 24 43
KOTK AM 1080 kHz 50 kW 18 1.3% Talk
KWJJ FM 99.5 MHz 52 kW 5 4.3% Country
- -------------------
/(1)/ Ratings information in the above chart refers to average quarter-hour
share of listenership among total persons, 12+, Monday through Sunday,
6 a.m. to midnight, and is subject to the qualifications listed in each
report. Source: Arbitron Co. four-book average -- Winter -- Fall 2001.
GENERAL OVERVIEW
Commercial radio broadcasting began in the United States in the early 1920s.
Only a limited number of frequencies are available for broadcasting in any one
geographic area. The FCC grants the license to operate a radio station.
Currently, two commercial radio broadcast bands provide free, over-the-air
radio service, each of which employs different methods of
10
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 station revenues are derived almost exclusively from local, regional and
national advertising. Radio stations' heavy reliance on advertising revenues
renders the stations vulnerable to cyclical changes in the economy. The size of
advertisers' budgets, which are sensitive to broad economic trends, affects the
broadcast industry in general and, specifically, the revenues of individual
radio stations. Events outside of our control can adversely affect advertising
revenues.
FISHER RADIO SEATTLE (KOMO AM, KVI AM, KPLZ FM), SEATTLE, WASHINGTON
Fisher Radio Seattle stations broadcast to nearly 21,000 square miles of
Western Washington with information and entertainment radio services. Fisher
Radio Seattle is committed to supporting our community with news and talk
programming that addresses local issues that affect the local population and is
actively involved in the community by conducting fundraisers for civic and
charitable organizations
Fisher Radio Seattle stations have won several awards for news coverage from
the Radio and Television News Directors' Association and from the Associated
Press. In addition, they have received many awards for excellence in
commercial production, fundraising and community involvement and community
event development.
FISHER RADIO PORTLAND (KOTK AM, KWJJ FM), PORTLAND, OREGON
Fisher Radio Portland stations broadcast to a six-county metropolitan
population of approximately 1,755,000. Fisher Radio Portland is committed to
serving its community through the airing of public service announcements, as
well as sponsoring and organizing various community events and fundraisers.
KOTK broadcasts news and talk programming. KWJJ is a country music station and
was honored by the Oregon Association of Broadcasters in 2001 as its Station of
the Year.
11
FISHER RADIO REGIONAL GROUP
The following table sets forth general information for Fisher Radio Regional
Group Inc.'s stations and the markets they serve.
Number of Audience Listening
Commercial ----------------------
Radio
Dial Stations in Rank in Station
Market Station Position Power the Market Market/(1)/ Share Format
- ------------- ------------ ------------ ------- ------------- ----------- ---------- ----------
Billings, MT 16
KRZN 96.3 FM 100 kW 4 8.1% Active Rock
KRKX 94.1 FM 100 kW T5 6.2% Classic Rock
KBLG 910 AM 1 kW/(2)/ 7 5.6% News/Talk
KYYA 93.3 FM 100 kW 8 5.0% A.C./(3)/
Missoula, MT 11
KZOQ 100.1 FM 14 kW 1 13.5% Classic Rock
KGGL 93.3 FM 43 kW 4 8.5% Country
KXDR 98.7 FM 100 kW 6 8.2% A.C.
KGRZ 1450 AM 1 kW 6 8.2% Sports/Talk
KYLT 1340 AM 1 kW 9 1.9% Oldies
Great Falls, MT 12
KAAK 98.9 FM 100 kW 1 18.8% A.C.
KQDI 106.1 FM 100 kW 5 9.4% Classic Rock
KXGF 1400 AM 1 kW 6 8.2% Pop Standard
KQDI 1450 AM 1 kW 7 4.7% News/Talk
KIKF 104.9 FM 94 kW /(4)/ /(4)/ Country
KINX 107.3 FM 94 kW /(4)/ Active Rock
/(4)/
Butte, MT 5
KMBR 95.5 FM 50 kW 1 25.7% Classic Rock
KAAR 92.5 FM 4.5 kW 2 20.0% Country
KXTL 1370 AM 5 kW /(5)/ /(5)/ Oldies/Talk
Wenatchee, WA 10
KWWW 96.7 FM 0.4 kW 3 10.4% Hot A.C.
KZPH 106.7 FM 3 kW 4 9.0% Classic Rock
KYSN 97.7 FM 3 kW 6 5.8% Country
KAAP 99.5 FM 5 kW T8 2.3% Soft A.C.
KWWX 1340 AM 1 kW /(5)/ /(5)/ Spanish
- ---------------------------
/(1)/ Ratings information in the above chart refers to average quarter-hour
share of listenership among total persons, age 12+, Monday through
Sunday, 6 a.m. to midnight, and is subject to the qualifications listed
in each report. Sources: (a) Billings, Montana: Arbitron Ratings, Spring,
2001 Billings Market Report; (b) Missoula, Montana: Eastlan Resources,
Fall, 2001 Missoula/Hamilton Market Report; (c) Great Falls, Montana:
Arbitron Ratings, Spring, 2001 Great Falls Market Report; (d) Butte,
Montana: Arbitron Ratings 2001 Montana County Coverage Study, Silver Bow
County; and (e) Wenatchee, Washington: Eastlan Resources Audience
Measurement, Fall, 2001 Wenatchee Market Report. "T" refers to a
tie.
/(2)/ KBLG, Billings, operates with power of 1,000 watts day and 63 watts
night.
/(3)/ A.C. stands for the "Adult Contemporary" format.
/(4)/ KIKF and KINK are new stations that signed on the air after the ratings
were conducted.
/(5)/ Listenership is below minimum report standards.
Fisher Radio Regional Group operates 18 stations in four Montana markets
(Billings, Missoula, Great Falls and Butte), and five stations in Wenatchee,
Washington.
12
Billings is the largest city in Montana, with a metropolitan population of
approximately 130,000. It serves as a retail hub for portions of three states
and home to a regional medical center and two colleges. Primary industries
include agriculture and oil refining. Fisher's four Billings radio stations are
long-time leaders in community service.
Missoula is the second largest city in Montana. The Missoula market area is
comprised of two counties, with a combined population of approximately 130,000.
One of those counties, Ravalli, was the state's fastest growing during the
1990's. Missoula is home to the University of Montana, with approximately
12,000 students. The region's other primary industry is timber. Fisher's
Missoula radio cluster received the Montana Broadcasters' Association award for
"Best Public Service" in 2001.
The Great Falls market is Montana's third largest, with a population of
approximately 80,000. The largest single employer is Malmstrom Air Force Base.
Agriculture is the other primary industry. Fisher has operated four stations in
Great Falls for a number of years, and recently signed on two additional FM
stations. Both of the new FM stations broadcast from a new mountaintop
transmitter site, providing signals that cover a larger area than any of the
other FM radio stations in Great Falls.
Butte, Montana has a population of approximately 35,000. The city's largest
employers include Montana Power Company ASiMI, a silicon manufacturer and a
regional medical center. Tourism is another primary industry, as Butte is at
the junction of the two Interstate highways that serve Montana, and is only
about 150 miles from Yellowstone National Park. Fisher operates three of the
five radio stations in Butte.
Fisher Radio Regional Group operates five radio stations in an area including
Wenatchee, Quincy and Moses Lake, Washington. These three cities in central
Washington have a regional population of approximately 90,000. Agriculture is
the primary industry, and Wenatchee is known as "the apple capital of America."
The region has no local television stations, so radio stations play an
important role in the lives of these communities. Approximately one-quarter of
the region's population is Hispanic, and one of Fisher's stations is the
heritage Spanish-language station.
COMPETITION
A small number of companies control a large number of radio stations within the
United States. Some of these companies syndicate radio programs or own networks
whose programming is aired by Fisher Broadcasting's stations. Some of these
companies also operate radio stations in markets in which Fisher Broadcasting
operates, have greater overall financial resources available for their
operations and may control large national networks of radio sales
representatives.
Competition in the radio industry, including each of the markets in which
Fisher Broadcasting's radio stations compete, takes place on several levels:
competition for audience, competition for advertisers, competition for
programming and competition for staff and management. Additional significant
factors affecting a radio station's competitive position include assigned
frequency and signal strength. The radio broadcasting industry is continually
faced with technological change and innovation and the possible rise in
popularity of competing entertainment and communications media, 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.
The FCC has authorized Direct Audio Radio from Satellite ("DARS") to broadcast
over a separate frequency spectrum (the "S" band, between 2.31 and 2.36 GHz).
One company, XM has begun service, and a second DARS company, SIRIUS, has
announced its plan to begin satellite service in the fall of 2002. Each company
offers approximately 100 different programming channels on a monthly fee basis.
Radios capable of receiving these new digital signals are available as
after-market equipment and in selected 2002 model vehicles. While DARS stations
are not expected to compete for local advertising revenues, they will compete
for listenership, and may dilute the overall radio audience.
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 audience, the station is capable of
charging a higher rate for advertising. Formats, stations and music are often
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. New formats and audience niches have created
targeted advertising vehicles and programming that are focused to appeal to a
narrow segment of the population. Tactical and strategic plans are utilized to
attract larger audiences through marketing campaigns and promotions. Marketing
campaigns using 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
13
be changed. Format changes can result in increased costs and create other
difficulties that can harm the performance of the station. Fisher Broadcasting
has experienced this effect.
The recent proliferation of radio stations and other companies streaming their
programming over the Internet has created additional competition for local
radio stations. These Internet channels provide further choice for listeners,
in addition to the existing over-the-air radio stations and the DARS stations.
The number of entities streaming audio abated somewhat during 2001, as some
traditional broadcasters and Internet broadcasters temporarily curtailed their
streaming, due to uncertainty relating to royalties. Nevertheless, a fall 2001
survey by the Arbitron Company and Edison Media Research revealed that 52% of
people who have access to the Internet have either watched or listened to
streaming media. In February 2002, a Copyright Arbitration Royalty Panel (CARP)
of the Library of Congress issued its "webcasting" decision which recommended
rates for the compulsory copyright license which covers streaming audio
transmissions by radio stations and other Internet music providers. The Company
cannot predict whether the CARP decision will be adopted by the Register of
Copyright, or what effect the rates, if implemented, will have on streaming
audio as a competitor to over-the-air radio.
Advertising. Advertising rates are based on 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,
Internet 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 and Management. The loss of key staff, including management, on-air
- --------------------
personalities and sales staff, to competitors can adversely affect revenues and
earnings of radio stations.
MEDIA SERVICES
FISHER PLAZA
In 2000, we completed the first of two buildings at Fisher Plaza, our new
state-of-the-art communications center located in Seattle. Fisher Plaza is
designed to enable the distribution of analog and digital media content through
numerous distribution channels, including broadcast, satellite, cable,
Internet, broadband (high speed digital transmission of voice, data and/or
video), and wired and wireless communication systems. In addition to serving as
the home of Seattle's KOMO TV, Fisher Plaza houses several high-tech companies,
including Internap Network Services Corporation, a leading provider of Internet
connectivity services, and Terabeam Corporation. Construction of the second
building commenced in the fourth quarter of 2000 and is expected to be complete
in the fall of 2002.
FISHER PATHWAYS
Fisher Pathways, Inc. (Fisher Pathways) is a media transmission and services
provider. It connects media and businesses to the desired target(s) using
third-party satellite and fiber distribution networks to and from any point on
the globe that has broadcast receive capability. Its objectives are to continue
to grow its core business while diversifying and growing complementary lines of
business, in part using the capabilities of Fisher Plaza and the community of
businesses resident within that facility. Today, Fisher Pathways' core business
consists of operating satellite communications teleports in Seattle and
Portland, primarily transmitting news, corporate and sporting events
originating from these two markets for distant market consumption. The Seattle
and Portland teleports are connected to each other via a bi-directional
microwave link and to all major NW sports venues via fiber lines. The list of
Fisher Pathways' current clients includes ABC, CNN, ESPN, MSNBC, FOX News,
China's Skyarc Media, Microsoft and Tech TV.
Fisher Pathways 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, Fisher Pathways offers studio facilities for
satellite interviews and distance learning, satellite and fiber booking
services and tape playout capability in both Seattle and Portland markets. We
believe that our combination of fiber optic and satellite communication
capabilities provides Fisher Pathways with a competitive advantage in the
efficient transmission of point-to-point and point-to-multipoint video and
audio to and from the Pacific Northwest.
14
Current revenues attributable to Fisher Pathways' operations are not material
to our results of operations. Fisher Pathways' revenues and earnings remain
mainly event-driven. News and sporting events occurring in the Northwest,
primarily Portland and Seattle, create the demand, and therefore affect
revenues received, for the transmission services that Fisher Pathways provides.
OTHER
We own 2 million shares of the common stock of Terabeam Corporation, which we
acquired for an aggregate of $1 million in December 1998. Terabeam Corporation
is a provider of fiberless broadband IP services over the first/last mile link
of global communications networks.
AN Systems, L.L.C. AN Systems, L.L.C. (AN Systems) was a developer of a new
- ------------------
public advertising network which uses a display device known as the Civia Media
Terminal that delivers information in public places such as office buildings
and other venues. Under terms of various agreements the Company and its
subsidiaries agreed, among other things, to lend funds to AN Systems, to defer
collection of certain amounts due under the agreements, and to provide AN
Systems with certain office space. Loans by the Company were evidenced by
convertible promissory notes issued by AN Systems and, at December 31, 2001,
totaled $5,424,000. Effective January 1, 2002, AN Systems was merged into
Civia, Inc. (Civia) and, immediately prior to the merger, the Company elected
to convert $2,000,000 of such loans into a 65.1% equity interest in Civia.
PROGRAM CONTENT DEVELOPMENT AND PRODUCTION
Fisher Entertainment's mission is to develop original program content, exploit
the library of programming created by Fisher Broadcasting and establish
alliances with other producers and programming buyers to enhance creative
output and merge complementary skills. Fisher Entertainment has taken advantage
of Fisher Plaza's digital production facility to create content
cost-effectively.
Fisher Entertainment focuses on supplying original productions for broadcast
syndication and national cable television networks. The Other Half, a daily,
one-hour daytime talk show co-developed and co-produced by Fisher
Entertainment, is syndicated by NBC Enterprises and is seen in 180 U.S.
television markets.
Current revenues attributable to Fisher Entertainment's operations are not
material to our results of operations.
FISHER ENTERTAINMENT MARKETS
Fisher Entertainment's primary marketplace is series programming for both cable
and the first-run syndication markets.
Cable. It is estimated that national cable networks spent $3.1 billion on
- -----
original program production in 2001. (Paul Kagan & Associates) Most of these
original productions 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 40 ad-supported basic cable networks that achieve reported ratings.
(Cable Sweeps) Fisher Entertainment is currently targeting eight cable networks
for series programming development: MTV, VH1, Comedy Central, ABC Family, USA,
The Learning Channel, The Travel Channel and TNN.
In 2001, Fisher Entertainment contracted to produce two one-hour specials on
volcanoes for The Travel Channel, with delivery scheduled for the second
quarter of 2002. These specials are being produced for national telecast
utilizing library footage from our broadcast stations.
Broadcast Syndication. The market for broadcast syndication is highly
- ---------------------
competitive. First-run syndication is the production of original programs that
are sold on a station-by-station, market-by-market basis. Broadcasters compete
for a limited number of available programs. Fisher Entertainment has had
success in this regard with The Other Half, as evidenced by its airing in 180
U.S. markets. It intends to pursue additional opportunities in syndicated
series development in conjunction with production and distribution partners
while carefully managing related costs and risks. Copyright retention and
production financing will be addressed on a project-by-project basis.
Fisher Station Distribution. Fisher Entertainment produced a four-part Body
- ---------------------------
Female series of women's health specials in 2001, that aired on all of Fisher's
television stations. A new three-part Body Female series is being produced in
2002 to meet
15
the ongoing need of Fisher's television stations for women's health specials
with a specific Northwest focus. Fisher Entertainment continues to create value
from the Fisher station libraries by licensing footage to outside producers.
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
Broadcasting licenses are currently granted for a standard term of eight years.
Those licenses are subject to renewal upon application to the FCC. In
determining whether to grant or renew a broadcasting license, the FCC considers
a number of factors pertaining to the applicant, including compliance with
alien ownership limitations; limits on common ownership of broadcasting, cable
and newspaper properties; and character, technical and other regulatory
standards. Additionally, in the case of television license renewal, the FCC
considers the station's compliance with FCC programming and commercialization
rules relating to programming for children. 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 it 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 that taken
together would constitute a pattern of abuse. 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 our television stations are as follows:
Station Market Area Expiration Date
- ----------- --------------------------- ------------------
KOMO Seattle-Tacoma, WA February 1, 2007
KATU Portland, OR February 1, 2007
WFXG Augusta, GA April 1, 2005
KVAL Eugene, OR February 1, 2007
KCBY Eugene, OR February 1, 2007
KPIC Roseburg, OR February 1, 2007
KIMA Yakima, WA February 1, 2007
KEPR Pasco/Richland/Kennewick, WA February 1, 2007
KLEW Lewiston, ID October 1, 2006
KBCI Boise, ID October 1, 2006
WXTX Columbus, GA April 1, 2005
KIDK Idaho Falls, ID October 1, 2006
16
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 materially harm Fisher Broadcasting's
television or radio broadcasting operations.
ASSIGNMENT AND TRANSFER OF LICENSES
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 order
to obtain such consent, an application must be filed with the FCC on the
appropriate form, and the FCC provided with certain information required by the
form and its rules. Assignment and transfer applications are subject to public
notice, and interested parties may file a petition to deny such an application.
In deciding whether to grant an assignment or transfer application, the FCC
considers the qualifications of the assignee or transferee, the compliance of
the transaction with its multiple ownership and other rules, and other factors
in order to determine whether the public interest would be served by such
change in ownership. If the FCC finds unresolved substantial and material
questions of fact affecting whether the public interest would be served by
grant of an assignment or transfer application, it is required to conduct an
evidentiary hearing to resolve such outstanding issues.
MULTIPLE OWNERSHIP RULES AND CROSS OWNERSHIP RESTRICTIONS
The FCC has adopted complex regulations that limit the attributable ownership
interests which may be held by a single individual or entity. The following is
a summary of those regulations.
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 addition, 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 are
considered attributable under the "debt/equity plus" rule if such holder is
either a significant program supplier to the licensee or if such holder has
another media interest in the same market.
TELEVISION
National Ownership Limits. Under FCC regulations, no individual or entity may
- -------------------------
hold an attributable interest in TV stations that have an aggregate national
audience reach exceeding 35% of television households. For this purpose, the
FCC counts the television households in each Nielsen DMA in which a party has
an attributable interest in a television station as a percentage of the total
television households in all DMAs. Only 50% of the television households in a
DMA are counted toward the 35% national restriction if the owned station is a
UHF station (the "UHF discount"), and households are counted only once
regardless of how many interests a party may have in a particular DMA. On
February 19, 2002, the United States Court of Appeals for the District of
Columbia Circuit ruled that, while the 35% national television station
ownership limit was not unconstitutional, its adoption was arbitrary,
capricious and contrary to law. The case was remanded to the FCC to further
consider whether to repeal or modify the rule. The FCC has not announced
whether it will appeal that decision. The FCC has announced its intention to
implement a phased-in elimination of the UHF discount near the completion of
the transition to digital television.
Local Television Limits. The FCC's rules allow common ownership of two
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television stations, regardless of signal contour overlap, as long as each
station is in a different DMA. The FCC also allows common ownership of two
television stations in the same DMA if there is no Grade B contour overlap of
the two stations. The FCC will also allow an entity holding an attributable
interest in one television station in a DMA to acquire a second television
station in the same DMA as long as eight separately owned, full-power
commercial and noncommercial television stations will remain after the
transaction to place the two stations under common ownership is completed, and
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 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."
Television/Cable Cross Ownership. The FCC's rules have effectively prohibited a
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cable television system (including all parties under common control) from
owning an interest in a television station that places a predicted Grade B
contour over any portion of the system, and, conversely, prohibit television
stations from owning interests in cable systems within their predicted Grade B
17
contour (the "Cable/TV Cross Ownership Rule"). On February 19, 2002, the U.S.
Court of Appeals for the District of Columbia Circuit ruled that the Cable/TV
Cross Ownership Rule was arbitrary, capricious and contrary to law, vacated the
rule, and ordered the FCC to repeal it forthwith.
RADIO
National Ownership Limits. At present, the FCC imposes no limits on the number
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of radio stations that may be directly or indirectly owned nationally by a
single entity.
Local Ownership Limits. The FCC limits the number of attributable interests in
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radio stations that one entity may own locally. These limits are based on radio
"markets" that are determined on a case-by-case method by the FCC with
reference to a contour overlap standard. FCC rules provide that (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 under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") 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 and HSR Act
approval by the Department of Justice. The FCC has closely scrutinized and
invited public comment on applications involving potential ownership of station
combinations with high aggregate estimated advertising revenue percentages
within a market. On December 6, 2000, the FCC adopted a Notice of Rulemaking in
which it proposed to revise the manner in which it administers the local radio
ownership rule, and particularly its method of defining radio markets. Among
other things, the FCC indicated it would consider using Arbitron market
definitions, rather than overlapping contours, to obtain a more accurate
measure of radio markets, or, alternatively, to retain the contour overlap
method of defining a geographic radio market, but to revise the standard for
determining how many stations are in the market and how many of those stations
a particular owner is deemed to own. That rulemaking remains pending.
Combined Ownership of Radio and Television. The FCC will allow a party to own a
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television station (and a second television station, if otherwise permitted
under the FCC's rules) 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.
LMAs and JSAs. A number of television and radio stations have entered into
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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 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 ensure 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 entered into prior to
November 5, 1996, have been 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 a status review of the LMA
18
as part of the 2004 biennial review. At that time, the FTC 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 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.
Newspaper/Broadcast Cross-Ownership. The FCC's rules effectively prohibit a
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radio or television broadcast station to be licensed to an entity that,
directly or indirectly, owns, operates or controls a daily newspaper that is
published in a community within certain defined signal strength contours of the
broadcast station (the "Newspaper/Broadcast Cross-Ownership Rule"). On
September 13, 2001, the FCC issued a Notice of Proposed Rulemaking regarding
the Newspaper/Broadcast Cross-Ownership Rule. The FCC asked for comments on a
wide variety of options including retention of the rule in its current form,
modifying the geographic scope of the rule, modifying the media covered by the
rule, applying a market concentration or market voice count test, and
eliminating the rule completely.
Effect of Noncompliance. If an attributable stockholder of the company has or
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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
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 and listeners 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.
Disclosure Requirements. On September 12, 2000, the FCC proposed to standardize
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and enhance public interest disclosure requirements for television
broadcasters. In a Notice of Proposed Rulemaking approved that date, the FCC
tentatively
19
concluded that television broadcasters should place information in
their public files on a quarterly basis. The information would be on a
standardized form, and would replace the current programs-issues lists
maintained by television licensees. Among the information that would be
required are the amounts of programming broadcast in certain categories, such
as news and public affairs programming, and information as to the licensee's
closed-captioning and video description activities. It is contemplated that the
information would be retained in a station's public file until final action had
been taken on its next renewal application. No decision has been issued by the
FCC regarding this rulemaking.
Equal Employment Opportunities Outreach. On April 18, 2000, a new FCC equal
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employment opportunities ("EEO") rule went into effect. The new rule required
broadcast licensees to provide equal opportunity in employment to all qualified
persons, and prohibited discrimination against any person by broadcast stations
because of race, color, religion, national origin or sex. The EEO rule required
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,
and to document the station's EEO practices and results. On January 16, 2001,
the U.S. Court of Appeals for the District of Columbia Circuit issued a
decision invalidating the FCC's EEO rule on constitutional grounds and on
January 22, 2002, the U.S. Supreme Court declined to hear an appeal of that
decision. On December 31, 2001, the FCC initiated a new rulemaking proceeding
looking toward the imposition of an alternative EEO rule that would comply with
the Court's decision and meet the FCC's goal of non-discrimination and broad
outreach to disadvantaged minorities. Among the proposals to be considered by
the FCC is imposition of a rule that would require stations 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 outreach initiatives. The FCC has also proposed to require stations to
maintain extensive records regarding their efforts to comply with the rule, to
submit regular reports to the FCC evaluating their EEO programs, and to be the
subject of an FCC review of EEO compliance at the mid point of their renewal
term as well as part of the renewal process. The FCC has also proposed that
stations with few employees would be exempted from certain portions of the
FCC's EEO requirements.
Political Advertising. Political advertising is subject to pervasive federal
- ---------------------
regulation. Broadcast stations are required by the doctrine of "reasonable
access" to sell some advertising time for use by legally qualified candidates
for federal office. While there is no comparable right of reasonable access for
state or local candidates, once time is sold for any candidate, his or her
opponents have the right to purchase comparable amounts and quality of time for
their own use. The advertising rates that can be charged a candidate or his or
her official committee for advertising "uses" positive broadcasts that feature
the identifiable voice or image of the candidate are also subject to FCC
regulation. Legally qualified candidates are always entitled, at a minimum, to
purchase time for a "use" at rates comparable to what other, nonpolitical
candidates pay. During certain periods prior to elections, broadcast stations
may charge candidates purchasing time for a use no more than their "lowest unit
charge" for the same class and amount of time for the same period. In essence,
the candidate must be sold advertisements at the lowest charge the station is
receiving from its most favored advertisers for the same class, length of spot
and time period, even though the candidate did not buy the volume of
advertising purchased by the favored commercial advertiser. In accepting
political advertising, stations are prohibited from considering the content of
the advertisement, and may not censor such advertisements in any way except to
insure that they contain adequate sponsorship identification.
RESTRICTIONS ON BROADCAST ADVERTISING
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Tobacco and Alcohol Advertising. The advertising of cigarettes on broadcast
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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, and such
proposals may attract greater support because of the announced decision by one
of the major national television network in 2001 to accept "hard liquor"
advertising under limited circumstances. We 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.
Lottery Advertising. The FCC has promulgated a number of regulations
- -------------------
prohibiting, with certain exceptions, broadcast 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 advertising
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. In September 1999, the FCC released a
Public Notice indicating that, in the U.S. government's brief in an appeal
before the U.S. Court of Appeals for the Third Circuit, the government has
concluded that the statutory prohibition against 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 gambling or a state that prohibits it. The FCC does not
20
interpret the decisions of these courts as applying to forms of lotteries other
than casino gambling. The FCC has not withdrawn its September 1999 Public Notice
or otherwise reconsidered its position as set forth in that Public Notice. None
of these court decisions specifically address any state law prohibitions on the
broadcast advertising of lottery information, including casino gambling, within
their borders. If state law prohibits such advertising, it is the FCC's position
that such prohibition will control notwithstanding any freedom granted under
federal law.
Children's Advertising. The FCC has adopted regulations that place quantitative
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limits on the amount of commercialization during, and adjacent to, television
programming intended for an audience of children ages 12 and under. In addition,
the FCC's regulations prohibit certain advertising practices, including host
selling, that could influence viewers who are children. The FCC has issued a
number of forfeitures for violation of these regulations, and has issued
substantial forfeitures even in cases where it appears that the violation was
inadvertent.
Closed Captioning. Under FCC regulations, adopted pursuant to the
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Telecommunications Act, 100% of all new English-language video programming must
be closed-captioned by January 2006. Programming first exhibited prior to
January 1, 1998 is subject to different compliance schedules. In all cases, the
FCC's 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.
Video Descriptions. Video description involves the insertion into a TV program
- ------------------
of narrated descriptions of settings and actions that are not otherwise
reflected in the dialogue, such as the movement of a person in the scene, and
are intended to assist the visually impaired. On July 21, 2000, the FCC adopted
rules that require, effective April 1, 2003, that television broadcast stations
affiliated with the ABC, NBC, CBS and Fox networks in the top 25 DMAs provide a
minimum of 50 hours per calendar quarter of described prime time and/or
children's programming, and to "pass through" any video description it receives
from a programming provider if technically capable of doing so. In addition, all
stations providing local emergency information as part of a regularly scheduled
newscast, or as part of a newscast that interrupts regularly scheduled
programming, will be required to make the critical details of this information
accessible to persons with visual disabilities in the local area, and all
stations providing emergency information through a "crawl" or a "scroll" will be
required to accompany that information with an aural tone to alert persons with
visual disabilities. The FCC did adopt an exemption for those showing it would
be an undue burden to comply. Video description or programming is to be provided
on TV through the use of the Secondary Audio Programming ("SAP") channel, which
is currently used by some broadcasters to provide simultaneous transmission of
dialogue in an alternative language, such as Spanish. Fisher operates two
television stations-KOMO-TV, Seattle, and KATU, Portland-in the top 25 DMAs,
both of which are affiliated with the ABC network
OTHER PROGRAMMING RESTRICTIONS
- ------------------------------
Ratings. The television industry has adopted, effective January 1, 1997, and
- -------
subsequently revised, on August 1, 1997, a voluntary rating scheme regarding
violence and sexual content contained in television programs. FCC rules, adopted
to effectuate a Telecommunications Act provision, required that at least
one-half of all television receiver models with screen sizes 13 inches or
greater produced after July 1, 1999 have technology installed designed to enable
viewers to block all programs with a certain violence rating (the "v-chip"), and
that all such television receivers produced since January 1, 2000 have v-chips.
We cannot predict whether the v-chip and ratings system will have any
significant effect on the operations of our business.
Children's Programming. The FCC has adopted regulations effectively requiring
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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, and is reviewed as part of each station's
renewal application.
CABLE AND SATELLITE TELEVISION
"Must-Carry" or "Retransmission Consent" Rights. The 1992 Cable Act requires
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television broadcasters to make a periodic 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
21
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 its respective DMA and each station
is currently being carried by all the cable systems deemed material by Fisher
Broadcasting to the operation of those stations. The next election will take
place on October 1, 2002, to be effective January 1, 2003. It is the cable
industry's desire to eliminate the must-carry provision as the broadcast
television industry converts to DTV. Elimination of must-carry could adversely
affect Fisher Broadcasting's results of operations.
Syndicated Exclusivity/NonDuplication Protection. The FCC's syndicated
- ------------------------------------------------
exclusivity rules allow local broadcast stations to require that, under certain
circumstances, 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). The network nonduplication rule allows local
broadcast network affiliates to require, under certain circumstances, that cable
television operators black out duplicative network broadcast programming carried
on more distant signals.
Satellite Home Viewer Act. The Satellite Home Viewer Act (the "SHVA") permits
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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 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 legislation and implementing
regulation require broadcasters, until 2006, to negotiate in good faith with
satellite carriers and MVPDs with respect to their retransmission of the
broadcasters' signals, and prohibit broadcasters from entering into exclusive
retransmission agreements. The law also requires that satellite carriers carry
upon request all local television stations' signals in local markets in which
the satellite carriers carry at least one local television station signal
pursuant to the statutory copyright license, subject to the other carriage
provisions contained in the 1999 SHVIA. The FCC has concluded several
rulemakings to implement the 1999 SHVIA, including a proceeding to determine
whether, and to what extent, the FCC's network nonduplication, syndicated
exclusivity and sports blackout rules should apply to satellite retransmissions,
and to resolve a number of issues relating to retransmission consent issues. In
general the FCC imposed standards on satellite carriage similar to those in
place for the cable industry.
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 receive 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
22
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 noncommercial 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.
Fisher Broadcasting has already constructed and commenced DTV operation of
stations KOMO-DT, Seattle, KATU-DT, Portland, KBCI-DT, Boise and KVAL-DT,
Eugene. Construction permits have been obtained authorizing DTV stations to be
paired with each of the other Fisher Broadcasting television stations. KVAL-DT
is operating pursuant to Special Temporary Authority with lower powered
facilities than specified in its construction permit, and it is anticipated that
the remaining DTV stations of Fisher Broadcasting will be constructed with lower
powered facilities. In a November 15, 2001 order, the FCC indicated that, upon
request, it would extend the date for initiation of full powered operation of
digital facilities indefinitely so long as low powered operations commenced by
May 1, 2002. Fisher Broadcasting anticipates that, barring unforeseen
circumstances, it will meet that deadline for each of its 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.
We cannot predict 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 initiated rulemakings contemplating the imposition of
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. We cannot predict 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. This
simulcasting requirement will increase to 75% in 2004 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 5% 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
23
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. The FCC has affirmed
the 8-VSB modulation system as the DTV transmission standard, concluding that
there is no reason to revisit its decision denying a request to allow use of an
alternative DTV modulation standard.
The FCC initially set dates for stations with both analog and digital channel
assignments within the DTV core (channels 2-51) to elect which channel they will
use for their post-transition digital channel. It also held that broadcasters
need not replicate with their digital signal the entire Grade B service area of
their analog station. However, the Commission said that commercial stations will
lose interference protection to those portions of their existing NTSC service
area that they do not replicate with their DTV signal by December 31, 2004. On
November 15, 2001, the FCC issued an order which deferred the dates by which
stations must elect their post-transition channel and the date by which they
must replicate their NTSC service area or lose interference protection.
On December 22, 2000, the FCC issued new rules giving digital-only television
stations must-carry status. The FCC tentatively decided that a local TV station
may not assert a right to carriage for both its analog and digital signals
("dual carriage"). A further rulemaking was initiated to consider that issue, as
well as to resolve a number of other issues relating to the DTV marketplace. We
cannot predict the outcome of that proceeding.
NEW BROADCAST SERVICES
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 that must yield
to facilities increases of existing 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 FCC 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 sets 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 has issued rules implementing the
Class A license class, and has granted a number of Class A authorizations. We
cannot predict whether Class A stations will limit the ability of Fisher
Broadcasting to make modifications to its existing and currently proposed
television facilities.
Low Power FM. Low power FM ("LPFM") stations operate with a maximum power of 100
- ------------
and 10 watts, respectively, and eligible licensees are limited to nonprofit
entities proposing noncommercial operation. The LPFM stations are required to
meet minimum separation requirements to protect the service contours of existing
FM, FM translator and FM booster stations, and proposed FM and FM translator
stations. The FCC has accepted applications for new LPFM stations on a
state-by-state basis pursuant to a timetable set forth in its rules, and the
first LPFM construction permits were granted in 2001.
PROPOSED LEGISLATION AND REGULATIONS
As discussed above, under certain circumstances, broadcast stations currently
are required to provide political candidates with discounted airtime 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 airtime 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 airtime to candidates or to provide further discounts for
airtime, 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.
24
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 on 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; (vii) proposals to limit the tax deductibility
of advertising expenses by advertisers and (viii) changes in ownership rules and
caps. 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.
REAL ESTATE OPERATIONS
INTRODUCTION
Fisher Properties Inc. ("FPI"), is a wholly owned subsidiary of the Company.
Historically, FPI has been a proprietary real estate company engaged in the
acquisition, development, ownership and management of a diversified portfolio of
real estate properties, principally located in the greater Seattle, Washington
area. Increasingly, FPI is focusing on providing real estate management,
communication infrastructure, project management and support services to our
broadcasting and media operations.
As of December 31, 2001, FPI's portfolio of real estate assets included 23
commercial and industrial buildings containing over 1.3 million square feet of
leasable space serving approximately 140 tenants and a 201-slip marina. FPI also
owns 40 acres of unimproved residential land and manages the development and
operations of the 200,000-square-foot Fisher Plaza.
FPI manages, leases and operates the real estate that it owns. FPI does not
manage properties for third-party owners. FPI had 44 employees as of December
31, 2001.
In November 2001, FPI placed its portfolio of commercial and industrial
properties on the market. Due to current market conditions, Fisher
Communications presently is not seeking to sell its entire portfolio of real
estate assets, but will continue to explore opportunistically the sale of
individual properties.
BUSINESS
FPI's historical business model focused on real estate revenue enhancement,
development and acquisition of selected strategic real estate and other
property-related activities. Cash flow from real estate operations was used to
reduce real estate debt, maintain properties, and finance real estate
operations, and for capital investment in real estate development. FPI's
operations historically have been cash flow positive. As stated in Note 11 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. 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. Future activities are expected to move toward
service-related revenue generation and away from acquisition and development of
physical assets.
DEVELOPMENT ACTIVITIES
During 2001, FPI continued its significant involvement in the development of
Fisher Plaza. The first of the two buildings planned for the site and that now
houses KOMO TV was completed in 2000. Construction of the second building
25
commenced in the fourth quarter of 2000 and has continued through 2001 and into
2002. A fall 2002 completion of the entire complex is projected.
OPERATING PROPERTIES
FPI's portfolio of operating properties is classified into three business
categories: (i) office; (ii) warehouse and industrial; and (iii) marina
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 Space 12/31/01
- ----------------------------- --------- -------------- --------- --------- -------------- --------
OFFICE
West Lake Union Center Fee 100% 1994 1.24 185 SF 100%
Seattle, WA Parking for
487 Cars
Fisher Business Center Fee 100% 1986 9.75 195,000 SF 93%
Lynnwood, WA Parking for
733 Cars
Marina Mart Fee 100% Renovated 1993 * 18,950 SF 58%
Seattle, WA
Rock Salt Steak House Fee 100% Renovated 1987 * 10,160 SF 100%
Seattle, WA
1530 Building Fee 100% Renovated 1985 * 10,160 SF 75%
Seattle, WA
INDUSTRIAL
Fisher ITC Fee 100% 2000 14.6 274,000 SF 71%
Auburn, WA
Pacific North Equipment Co. Fee 100% N/A 5.5 38,000 SF 100%
Kent, WA
Fisher Commerce Center Fee 100% N/A 10.21 171,400 SF 86%
Kent, WA
Fisher Industrial Park Fee 100% 1982 & 1992 22.08 398,600 SF 100%
Kent, WA
MARINA
Marina Mart Moorings Fee & Leased 100% 1939 - 1987 5.01 Fee and 201 Slips 98%
Seattle, WA 2.78 Leased
- -----------------------------
* Undivided land portion of Marina.
In addition to the above-listed properties, FPI owns 40 acres of unimproved
residential land near Marysville, Washington; and a small residential property
in Seattle. FPI does not currently intend to acquire other properties.
West Lake Union Center, Fisher Business Center, Fisher Industrial Park, Fisher
Commerce Center and Fisher ITC are encumbered by nonrecourse, 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.
26
INVESTMENT IN SAFECO CORPORATION
A substantial portion of the Company's assets are 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, 2001, the Company's investment constituted
2.4% of the outstanding common stock of SAFECO. The market value of the
Company's investment in SAFECO common stock as of December 31, 2001 was
approximately $93,524,000, representing 15% of the Company's total assets as of
that date. Dividends received with respect to the Company's SAFECO common stock
amounted to $2,777,000 during 2001. In February 2001, SAFECO reduced its
quarterly dividend from $0.37 to $0.185 per share. SAFECO's common stock price
ranged from $21.50 to $32.95 per share during 2001. 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. 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. SAFECO common stock trades on The NASDAQ Stock Market under the
symbol "SAFC." As further discussed in Note 14 to the Notes to Consolidated
Financial Statements, 3,000,000 shares of the SAFECO common stock owned by the
Company are collateral under and subject to the agreement between the Company
and a financial institution with respect to a variable forward sale transaction.
ADDITIONAL FACTORS THAT MAY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND
FUTURE RESULTS
The following risk factors and other information included in this Annual Report
should be carefully considered. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks occur, our business, financial
condition, operating results and cash flows could be materially adversely
affected.
A CONTINUING ECONOMIC DOWNTURN IN THE SEATTLE, WASHINGTON OR PORTLAND, OREGON
AREAS COULD ADVERSELY AFFECT OUR OPERATIONS, REVENUE, CASH FLOW AND EARNINGS.
Our operations are concentrated primarily in the Pacific Northwest. The Seattle,
Washington and Portland, Oregon markets are particularly important for our
financial well being. Operating results during 2001 were adversely impacted by a
softening economy, and a continuing economic downturn in these markets could
have a material adverse effect on our operations and financial condition.
Because our costs of products and services are relatively fixed, we may be
unable to significantly reduce costs if our revenues continue to decline. If our
revenues do not increase or continue to decline, we could continue to suffer net
losses or such net losses could increase.
IF THE MARKET VALUE OF THE SAFECO COMMON STOCK WE OWN DECLINES, IT MAY
MATERIALLY AND ADVERSELY AFFECT OUR FINANCIAL CONDITION.
We have obtained proceeds from a loan collateralized by the shares of SAFECO
stock we own. We are currently seeking to obtain proceeds pursuant to a variable
forward sale transaction, some of which we intend to use to repay the loan. If
the market value of our SAFECO stock declines significantly while we are seeking
to obtain the proceeds under the variable forward sale transaction, the decline
may significantly decrease the amount of proceeds we can obtain under that
transaction, and may cause all or part of the loan to become immediately due and
payable. If all or part of the loan becomes due and payable, the Company may be
required to sell assets, including securities owned by the Company, to repay the
loan. If the amount of proceeds we can obtain under the variable forward sale
transaction decreases significantly, it may materially and adversely affect our
financial condition and the Company may sell assets to satisfy its liquidity
needs.
OUR DEBT SERVICE CONSUMES A SUBSTANTIAL PORTION OF THE CASH WE GENERATE, BUT OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.
We currently use a significant portion of our operating cash flow to service our
debt. Our leverage makes us vulnerable to an increase in interest rates or a
downturn in the operating performance of our businesses or a decline in general
economic conditions. It further limits our ability to obtain additional
financing for working capital, capital expenditures, acquisitions, debt service
requirements or other purposes, and may limit our ability to pay dividends.
Finally, it inhibits our ability to
27
compete with competitors who are less leveraged than we are, and it restrains
our ability to react to changing market conditions, changes in our industry and
economic downturns.
Prevailing economic conditions and financial, business and other factors, many
of which are beyond our control, will affect our ability to satisfy our debt
obligations. If in the future we cannot generate sufficient cash flow from
operations to meet our obligations, we may need to refinance our debt, obtain
additional financing, forego or delay acquisitions and capital expenditures or
sell assets. Any of these actions could adversely affect the value of our common
stock. We cannot assure you that we will generate sufficient cash flow or be
able to obtain sufficient funding to satisfy our debt service requirements.
COMPETITION IN THE BROADCASTING INDUSTRY AND THE RISE OF ALTERNATIVE
ENTERTAINMENT AND COMMUNICATIONS MEDIA MAY RESULT IN LOSSES OF AUDIENCE SHARE
AND ADVERTISING REVENUE BY OUR STATIONS.
We cannot assure you that any of our stations will continue to maintain or
increase its current audience ratings or advertising revenue market share.
Fisher Broadcasting's television and radio stations face intense competition
from local network affiliates and independent stations, as well as from cable
and alternative methods of broadcasting brought about by technological advances
and innovations. The stations compete for audiences on the basis of programming
popularity, which has a direct effect on advertising rates. Additional
significant factors affecting a station's competitive position include assigned
frequency and signal strength. The possible rise in popularity of competing
entertainment and communications media could also have a materially adverse
effect on Fisher Broadcasting's audience share and advertising revenue. We
cannot predict either the extent to which such competition will materialize or,
if such competition materializes, the extent of its effect on our business.
OUR RESTRUCTURING MAY CAUSE DISRUPTION OF OPERATIONS AND DISTRACTION OF
MANAGEMENT, AND MAY NOT ACHIEVE THE DESIRED RESULTS.
We continue to implement a restructuring of our corporate enterprise with the
objective of allowing greater functional integration of core competencies and
improving operational efficiencies. This restructuring may disrupt operations
and distract management, which could have a material adverse effect on our
operating results. We cannot predict whether this restructuring will achieve the
desired benefits, or whether our company will be able to fully integrate our
broadcast communications, media services and other operations. We cannot assure
you that the restructuring will be completed in a timely manner or that any
benefits of the restructuring will justify its costs. We may incur costs in
connection with the restructuring in the areas of professional fees, marketing
expenses, employment expenses, and administrative expenses. In addition, we may
incur additional costs which we are unable to predict at this time.
THE SEPTEMBER 11, 2001 TERRORIST ATTACKS MAY CONTINUE TO AFFECT OUR RESULTS OF
OPERATIONS.
We may continue to be affected by the events of September 11, 2001, in New York,
Washington, D.C., and Pennsylvania, as well as by the actions taken by the
United States in response to such events. At this time, we cannot determine the
ultimate extent of the effect of these events and their aftermath on the
operating results of our television and radio broadcasting operations. However,
as a result of expanded news coverage following the attacks and subsequent
military action, we experienced a loss in advertising revenues. The events of
September 11 negatively affected economic activity in the United States and
globally, including the markets in which we operate. If weak economic conditions
continue or worsen, our financial condition and results of operations may be
materially and adversely affected. Furthermore, there is no assurance that there
will not be further terrorist attacks against the United States or United States
businesses, including real or threatened attacks. Although we have received no
specific threats of such attacks, any such attacks might directly impact our
physical facilities or our personnel, potentially causing substantial losses or
disruptions in our operations. Our insurance coverage may not be adequate to
cover the losses and interruptions caused by terrorist attacks. Insurance
premiums may increase, or adequate coverage may not be available.
OUR EFFORTS TO DEVELOP NEW BUSINESS OPPORTUNITIES ARE SUBJECT TO TECHNOLOGICAL
RISK AND MAY NOT BE SUCCESSFUL, OR RESULTS MAY TAKE LONGER THAN EXPECTED TO
REALIZE.
We are developing new opportunities for creating, aggregating and distributing
content through non-broadcast media channels, such as the Internet, cell phones,
and web-enabled personal digital assistants. The success of our efforts is
subject to technological innovations and risks beyond our control, so that the
anticipated benefits may take longer than expected to realize. In addition, we
have limited experience in non-broadcast media, which may result in errors in
the conception, design or implementation of a strategy to take advantage of the
opportunities available in that area. We therefore cannot give any assurance
that our efforts will result in successful products or services.
28
THE FCC'S EXTENSIVE REGULATION OF THE BROADCASTING INDUSTRY LIMITS OUR ABILITY
TO OWN AND OPERATE TELEVISION AND RADIO STATIONS AND OTHER MEDIA OUTLETS.
The broadcasting industry is subject to extensive regulation by the Federal
Communications Commission ("FCC") under the Communications Act of 1934, as
amended. Compliance with and the effects of existing and future regulations
could have a material adverse impact on us. Issuance, renewal or transfer of
broadcast station operating licenses requires FCC approval, and we cannot
operate our stations without FCC licenses. Failure to observe FCC rules and
policies 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 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. If the FCC decides to
include conditions or qualifications in any of our licenses, we may be limited
in the manner in which we may operate the affected stations.
The Communications Act and FCC rules impose specific limits on the number of
stations and other media outlets an entity can own in a single market. The FCC
attributes interests held by, among others, an entity's officers, directors and
stockholders to that entity for purposes of applying these ownership
limitations. The existing ownership rules or proposed new rules may prevent us
from acquiring additional stations in a particular market. We may also be
prevented from engaging in a swap transaction if the swap would cause the other
company to violate these rules.
DEPENDENCE ON KEY PERSONNEL MAY EXPOSE US TO ADDITIONAL RISKS.
Our business is dependent on the performance of certain key employees, including
our chief executive officer and other executive officers. We also employ several
on-air personalities who have significant loyal audiences in their respective
markets. A substantial majority of our executive officers do not have employment
contracts with us. We can give no assurance that all such key personnel will
remain with us. The loss of any key personnel could adversely affect our
operations and financial results.
THE NON-RENEWAL OR MODIFICATION OF AFFILIATION AGREEMENTS WITH MAJOR TELEVISION
NETWORKS COULD HARM OUR OPERATING RESULTS.
Our television stations' affiliation with one of the four major television
networks (ABC, CBS, NBC and FOX) has a significant impact on the composition of
the stations' programming, revenues, expenses and operations. We cannot give any
assurance that we will be able to renew our affiliation agreements with the
networks at all, or on satisfactory terms. In recent years, the networks have
been attempting to change affiliation arrangements in manners that would
disadvantage affiliates. The non-renewal or modification of any of the network
affiliation agreements could have a material adverse effect on our operating
results.
A NETWORK MIGHT ACQUIRE A TELEVISION STATION IN ONE OF OUR MARKETS, WHICH COULD
HARM OUR BUSINESS AND OPERATING RESULTS.
If a network acquires a television station in a market in which we own a station
affiliated with that network, the network will likely decline to renew the
affiliation agreement for our station in that market, which could materially and
adversely affect our business and results of operations.
OUR OPERATIONS MAY BE ADVERSELY AFFECTED BY POWER OUTAGES, INCREASED ENERGY
COSTS OR EARTHQUAKES IN THE PACIFIC NORTHWEST.
Our corporate headquarters and a significant portion of our operations are
located in the Pacific Northwest. The Pacific Northwest has from time-to-time
experienced earthquakes and experienced a significant earthquake on February 28,
2001 which caused damage to some of our facilities. We do not know the ultimate
impact on our operations of being located near major earthquake faults, but an
earthquake could materially adversely affect our operating results. In addition,
the Pacific Northwest may experience power shortages or outages and increased
energy costs. Power shortages or outages could cause disruptions to our
operations, which in turn may result in a material decrease in our revenues and
earnings and have a material adverse effect on our operating results. Power
shortages or increased energy costs in the Northwest could adversely affect the
region's economy and our advertising, which could reduce our advertising
revenues. Our insurance coverage may not be adequate to cover the losses and
interruptions caused by earthquakes and power outages.
29
OUR DEVELOPMENT, OWNERSHIP AND OPERATION OF REAL PROPERTY IS SUBJECT TO RISKS,
INCLUDING THOSE RELATING TO THE ECONOMIC CLIMATE, LOCAL REAL ESTATE CONDITIONS,
POTENTIAL INABILITY TO PROVIDE ADEQUATE MANAGEMENT, MAINTENANCE AND INSURANCE,
POTENTIAL COLLECTION PROBLEMS, RELIANCE ON SIGNIFICANT TENANTS, AND REGULATORY
RISKS.
Revenue and operating income from our properties and the value of our properties
may be adversely affected by the general economic climate, the local economic
climate and local real estate conditions, including prospective tenants'
perceptions of attractiveness of the properties and the availability of space in
other competing properties. We are developing the second building at Fisher
Plaza which entails significant investment by us. The softened economy in the
Seattle area could adversely affect our ability to lease the space of our
properties on attractive terms or at all, which could have a material adverse
effect on our operating results. Other risks relating to our real estate
operations include the potential inability to provide adequate management,
maintenance and insurance, and the potential inability to collect rent due to
bankruptcy or insolvency of tenants or otherwise. Several of our properties are
leased to tenants that occupy substantial portions of such properties and the
departure of one or more of them or the inability of any of them to pay their
rents or other fees could have a significant adverse effect on our real estate
revenues. 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. We carry
comprehensive liability, fire, extended coverage and rent loss insurance with
respect to our properties. There are, however, certain losses that may be either
uninsurable, not economically insurable or in excess of our current insurance
coverage limits. If an uninsured loss occurs with respect to a property, it
could materially and adversely affect our operating results.
A REDUCTION ON THE PERIODIC DIVIDEND ON THE COMMON STOCK OF SAFECO MAY ADVERSELY
AFFECT OUR REVENUE, CASH FLOW AND EARNINGS.
We are a 2.4% stockholder of the common stock of SAFECO. If SAFECO reduces its
periodic dividends, it will negatively affect our revenue, cash flow and
earnings. In February 2001, SAFECO reduced its quarterly dividend from $0.37 to
$0.185 per share.
ANTITRUST LAW AND OTHER REGULATORY CONSIDERATIONS COULD PREVENT OR DELAY
EXPANSION OF OUR BUSINESS OR ADVERSELY AFFECT OUR REVENUES.
The completion of any future transactions we may consider will likely be subject
to the notification filing requirements, applicable waiting periods and possible
review by the Department of Justice or the Federal Trade Commission under the
Hart-Scott-Rodino Act. Any television or radio station acquisitions or
dispositions will be subject to the license transfer approval process of the
FCC. Review by the Department of Justice or the Federal Trade Commission may
cause delays in completing transactions and, in some cases, result in attempts
by these agencies to prevent completion of transactions or to negotiate
modifications to the proposed terms. Review by the FCC, particularly review of
concentration of market revenue share, may also cause delays in completing
transactions. Any delay, prohibition or modification could adversely affect the
terms of a proposed transaction or could require us to abandon an acquisition or
disposition opportunity. In addition, campaign finance reform laws or
regulations could result in a reduction in funds being spent on advertising in
certain political races, which would adversely affect our revenues and results
of operations in election years.
OUR INVESTMENTS IN HDTV AND DIGITAL BROADCASTING MAY NOT RESULT IN REVENUE
SUFFICIENT TO JUSTIFY THE INVESTMENT.
The ultimate success of digital television broadcasting will depend on
programming being produced and distributed in a digital format, the effect of
current or future laws and regulations relating to digital television, including
the FCC's determination with respect to "must-carry" rules for carriage of each
station's digital channel and receiver standards for digital reception, and
public acceptance and willingness to buy new digital television sets. Unless
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. Our
investments in HDTV and digital broadcasting may not generate earnings and
revenue sufficient to justify the investments.
30
THE RISKS INHERENT IN A NEW BUSINESS VENTURE MAY ADVERSELY AFFECT THE OPERATING
RESULTS OF FISHER ENTERTAINMENT.
While Fisher Broadcasting has created programming in the past, we do not have
significant experience in the creation and distribution of programming on the
scale contemplated by Fisher Entertainment. Factors that could materially and
adversely affect the results of Fisher Entertainment include competition from
existing and new competitors, as well as related performance and price
pressures, potential difficulties in relationships with cable and television
networks, failure to obtain air time for the programming produced and the
changing tastes and personnel of the acquirers of programming. There are many
inherent risks in a new business venture such as Fisher Entertainment, including
startup costs, performance of certain key personnel, and the unpredictability of
audience tastes.
ACQUISITIONS COULD DISRUPT OUR BUSINESS AND HARM OUR FINANCIAL CONDITION AND ARE
IN ANY EVENT UNCERTAIN.
We may opportunistically acquire broadcasting and other assets we believe will
improve our competitive position. However, any acquisition may fail to increase
our cash flow or yield other anticipated benefits due to a number of other
risks, including:
. failure or unanticipated delays in completing acquisitions due to
difficulties in obtaining regulatory approval,
. failure of an acquisition to maintain profitability, generate cash
flow, or provide expected benefits,
. difficulty in integrating the operations, systems and management of any
acquired assets or operations,
. diversion of management's attention from other business concerns, and
. loss of key employees of acquired assets or operations.
Some competitors for acquisition of broadcasting or other assets are likely to
have greater financial and other resources than we do. We cannot predict the
availability of acquisition opportunities in which we might be interested.
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 KPLZ-FM, KWJJ-FM and some of the stations
operated by Fisher Radio Regional Group, where such facilities are situated on
leased land.
Property operated by our 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, and Fisher
Industrial Technical Center.
We believe that the properties owned or leased by our operating subsidiaries are
generally in good condition and well maintained, and are adequate for present
operations.
ITEM 3. LEGAL PROCEEDINGS
We are parties to various claims, legal actions and complaints in the ordinary
course of our businesses. In our opinion, all such matters are adequately
covered by insurance, are without merit or are of such kind, or involve such
amounts, that unfavorable disposition would not have a material adverse effect
on our consolidated financial position or results of operations.
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 2001.
31
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
On May 18, 2001 our Common Stock began trading on the Nasdaq National Market
under the symbol "FSCI." Prior to that date bid and ask prices were quoted in
the Pink Sheets and on the OTC Bulletin Board. The following table sets forth
the high and low prices for the Common Stock for the periods indicated. In
determining the high and low prices for the period after May 18, 2001, we used
the high and low sales prices as reported on the Nasdaq National Market, and for
the period prior to May 18, 2001, we used the high and low bid prices as quoted
on the Pink Sheets and on the OTC Bulletin Board.
CAPTION>
Quarterly Common Stock Price Ranges
-----------------------------------
2001 2000
---- ----
Quarter High Low High Low
- ------- ---- --- ---- ---
1st $59.50 $50.00 $63.50 $54.00
2nd 72.89 49.25 80.00 60.00
3rd 70.50 44.50 74.00 70.25
4th 54.02 40.50 72.00 42.00
- ---------------
The approximate number of record holders of our Common Stock as of December 31,
2001 was 361.
We paid cash dividends on our Common Stock of $1.04 per share for each of the
fiscal years 2001 and 2000. Annual cash dividends have been paid on our Common
Stock every year since our reorganization in 1971. We currently expect that
comparable cash dividends will continue to be paid in the future, although our
ability to do so may be affected by the terms of our credit facilities and other
factors described in the subsection "Liquidity and Capital Resources" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in the section entitled "Additional Factors That May Affect Our
Business, Financial Condition and Future Results."
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.
32
SELECTED FINANCIAL DATA
Year ended December 31,
2001 2000 1999 1998 1997
---------------------------------------------------------------------
(All amounts in thousands except per share data)
Revenue
Continuing operations $ 161,641 $ 209,662 $ 163,875 $ 139,902 $ 136,039
Discontinued operations 44,675 112,012 114,942 108.056 129,941
---------------------------------------------------------------------
$ 206,316 $ 321,764 $ 278,817 $ 247,958 $ 260,034
=====================================================================
Income (loss)
Continuing operations $ (7,936) $ 31,857 $ 23,061 $ 22,460 $ 23,628
Discontinued operations (327) (17,327) (4,968) (1,403) (1,101)
---------------------------------------------------------------------
Net income (loss) $ (8,263) $ 14,530 $ 18,039 $ 21,057 $ 24,729
=====================================================================
Per common share data
Income (loss) per share
Continuing operations $ (0.92) $ 3.72 $ 2.70 $ 2.63 $ 2.77
Discontinued operations $ (0.04) $ (2.02) $ (0.58) $ (0.16) $ 0.13
---------------------------------------------------------------------
Net income (loss) $ (0.96) $ 1.70 $ 2.12 $ 2.17 $ 2.90
=====================================================================
Income (loss) per share assuming dilution
Continuing operations $ (0.92) $ 3.71 $ 2.69 $ 2.62 $ 2.75
Discontinued operations (0.04) $ (2.02) $ (0.58) $ (0.16) $ 0.13
---------------------------------------------------------------------
Net income (loss) $ (0.96) $ 1.69 $ 2.11 $ 2.46 $ 2.88
=====================================================================
Cash divedends declared/(1)/ $ 0.78 $ 1.04 $ 1.04 $ 1.01 $ 0.25
December 31,
2001 2000 1999 1998 1997
---------------------------------------------------------------------
Working capital $ 9.380 $ 10,121 $ 33,959 $ 34,254 $ 36,336
Total assets/(2)/ 623,117 646,804 678,512 439,522 438,753
Total debt 286,949 283,055 338,174 76,736 73,978
Stockholders' equity 237,454 262,710 241,975 266,548 266,851
Certain prior year balances have been reclassified to conform to the 2001
presentation.
/(1)/Amounts for 2000, 1999 and 1998 include $.26 per share declared for payment
in the subsequent year. 1997 amount was declared for payment in first
quarter 1998.
/(2)/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.
The Company has classified its investments as available-for-sale and those
investments are reported at fair market value. Accordingly, total assets
include unrealized gain on marketable securities as follows: December 31,
2001 - $95,939; December 31, 2000 - $100,912; December 31, 1999 - $78,274;
December 31, 1998 - $131,132; December 31, 1997 - $148,506. Stockholders'
equity includes unrealized gain on marketable securities, net of deferred
income tax, as follows: December 31, 2001 - $62,360; December 31, 2000 -
$65,593; December 31, 1999 - $50,878; December 31, 1998 - $85,236; December
31, 1997 - $96,529.
33
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This annual report on Form 10-K contains forward-looking statements that involve
known and unknown risks and uncertainties, such as statements of our plans,
objectives, expectations, and intentions. Words such as "may," "could," "would,"
"expect," "anticipate," "intend," "plan," "believe," "estimate" and variations
of such words and similar expressions are intended to identify such
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which are based on our current expectations and
projections about future events, are not guarantees of future performance, are
subject to risks, uncertainties, and assumptions (including those described
herein) and apply only as of the date of this report. Our actual results could
differ materially from those anticipated in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in the section entitled "Additional Factors that May
Affect Our Business, Financial Condition and Future Results" as well as those
discussed in this sections and elsewhere in this annual report.
This discussion is intended to provide an analysis of significant trends and
material changes in our financial position and operating results during the
period 1999 through 2001.
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 amounted to $12,825,000, of which $9,827,000 was recognized in June 1999
and $2,998,000 was recognized in December 1999.
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 were in seven markets located in California, the Pacific
Northwest, and Georgia (the "Fisher Television Regional Group" or the "newly
acquired stations"). 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.
On July 1, 1999, the Company and the milling subsidiary purchased the remaining
50% interest in the limited liability company (LLC) which owned and operated
flour milling facilities in Blackfoot, Idaho. The $19 million purchase price was
funded from bank lines of credit. Prior to July 1, our 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.
The first clients of the Fisher Plaza project began moving into that facility
during May 2000. Financial results for the portion of the project not occupied
by KOMO TV are included in the real estate segment.
On August 1, 2000, our broadcasting subsidiary completed the sale of its wholly
owned membership interest in a limited liability company, which owned and
operated KJEO-TV in Fresno, CA, for $60 million, resulting in a gain of
$15,722,000.
On October 27, 2000, the Board of Directors authorized management to negotiate
one or more transactions with third parties with respect to a sale of Fisher
Mills, with terms of a specific transaction subject to approval of the Board.
Accordingly, the operating results, net current liabilities, and net noncurrent
assets of Fisher Mills have been reported as discontinued operations in the
accompanying financial statements. On April 30, 2001, the sale of the assets and
working capital used in the Seattle, Blackfoot, Modesto, and Portland flour
milling operations was completed. On June 29, 2001 the sale of the distribution
assets and working capital of Fisher Mills Inc. and its subsidiary Sam Wylde
Flour Co. was completed. Proceeds from the transactions totaled $49,910,000
including working capital.
On November 6, 2001, the Board of Directors approved management's recommendation
to consider selling the real estate portfolio held by the Company's real estate
subsidiary. The bid process was completed in February 2002. Due to current
market conditions, we are presently not seeking to sell the entire portfolio of
real estate assets, but will continue to explore opportunistically the sale of
individual properties. Any offers received from potential purchasers are subject
to approval of the Board of Directors.
We continue to implement a corporate restructuring, begun in 2001, that we
expect will lead to improved efficiencies. The purpose of this restructuring is
to enable us to focus on our objective of becoming a company that fully
integrates broadcast communications and media services operations.
34
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.
Certain prior year balances have been reclassified to conform to the 2001
presentation. Such reclassifications had no effect on net income or loss.
CONSOLIDATED RESULTS OF OPERATIONS
Operating results for the year ended December 31, 2001 showed a consolidated net
loss of $8,263,000 compared with net income of $14,530,000 reported for the year
ended December 31, 2000. Results for 2001 include a loss of $327,000, net of tax
effects, from the milling businesses, which is reported as discontinued
operations. Broadcasting revenue declined $50,299,000 compared with 2000.
Factors occurring during 2001 which contributed to the decline include decreased
advertiser demand, particularly by national advertisers, relative weakness of
ABC Network programming, competition for viewers and listeners as a result of
the popularity of the Seattle Mariners baseball game programming on a competing
station, a decline in revenue from political advertising, of approximately
$23,700,000, and the absence of revenue from KJEO-TV which contributed
approximately $5,200,000 of revenue in 2000 prior to sale on August 1st of that
year. The adverse effects of the events of September 11, 2001 also contributed
to the decline in broadcast revenue as our television stations aired continuous,
commercial-free, network news coverage for several days following the events and
a number of advertisers cancelled or delayed previously scheduled advertising.
Total expenses relating to broadcasting operations, including interest and
depreciation, decreased approximately $15,100,000. Operating income from real
estate operations improved in 2001 compared with 2000 due to improved margins
and the completion of phase one and operations at Fisher Plaza. Corporate
expenses increased primarily due to reassignment of personnel and other costs,
including severance and related expenses of approximately $3,200,000, associated
with the Company's restructuring. Interest expense declined as a result of a
combination of reduced borrowing and lower interest rates.
Consolidated net income for the year ended December 31, 2000 amounted to
$14,530,000 compared with $18,093,000 reported for the year ended December 31,
1999. The loss from discontinued operations of milling businesses for the year
ended December 31, 2000 includes results of operations of the milling businesses
through September 30, 2000 amounting to $1,665,000, net of income tax benefit of
$962,000, and estimated loss from disposal of the milling businesses amounting
to $15,662,000, net of income tax benefit of $8,434,000. Components of the
estimated loss include the excess of net book value of assets over projected
sales proceeds, estimated costs of sale including employee severance, and
estimated operating results during the phase-out period. Excluding loss from
discontinued operations of the milling businesses, income from continuing
operations for the year ended December 31, 2000 was $31,857,000 compared with
$23,061,000 reported for 1999. Our 2000 results include after tax gains from the
sale of KJEO-TV, amounting to $9,747,000, and from the sale of two parcels of
real estate, amounting to $554,000. Excluding these non-recurring gains and the
gain from real estate, sold under threat of condemnation, of $8,337,000, net of
tax, recognized in 1999, income from continuing operations for the year ended
December 31, 2000 increased 46.4% compared with the year ended December 31,
1999.
Milling operation results are included in the caption labeled "Discontinued
Operations."
REVENUE
- --------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
Broadcasting $145,513,000 -25.7% $195,812,000 28.7% $152,128,000
Real estate 16,128,000 16.4% 13,850,000 17.9% 11,747,000
In total, revenue declined 22.9% in year ended December 31, 2001 compared with
year ended December 31, 2000.
Total revenue increased 27.9% in the year ended December 31, 2000 compared with
year ended December 31, 1999.
Broadcasting and real estate operations are discussed further on pages 38 - 40.
35
COST OF PRODUCTS AND SERVICES SOLD
- --------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$71,226,000 -0.6% $71,628,000 14.3% $62,689,000
Percentage of revenue 44.1% 34.2% 38.3%
The cost of products and services sold consists primarily of costs to acquire,
produce, and promote broadcast programming, including salaries, and costs to
operate the properties reported in the real estate segment. These costs are
relatively fixed in nature, and do not vary directly with revenue. During the
year ended December 31, 2001 operating expenses of the broadcasting operations
increased modestly compared with 2000, after adjusting 2000 to exclude expenses
of KJEO-TV, which was sold in August of that year. Overall operating costs of
the real estate operations decreased approximately $300,000, or 17.1%.
Operating expenses of the broadcasting operations increased $8,931,000 during
the year ended December 31, 2000 compared with 1999, after adjustment to exclude
expenses of KJEO-TV, which was sold in August 2000. Overall operating costs of
the real estate operations increased approximately $540,000.
Broadcasting and real estate operations are discussed further on pages 38 - 40.
SELLING EXPENSES
- --------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$21,179,000 -7.1% $22,791,000 33.1% $17,118,000
Percentage of revenue 13.1% 10.9% 10.4%
Selling expenses are incurred by the broadcasting operations. The principal
cause of the reduction in selling expenses is the overall decrease in revenue,
which resulted in decreased sales department compensation, primarily in the form
of sales commissions. If the selling expenses incurred by KJEO-TV reflected in
operating results for the first seven months of 2000 are excluded, the
percentage decrease would be 4.5%. The increase in selling expenses as a
percentage of revenue reflects the relatively fixed nature of certain sales
department costs, such as management salaries, information systems, and ratings
services.
The increase for the year ended December 31, 2000 compared with 1999 is a result
of costs incurred by the television stations acquired in 1999 and increased
commissions and related expenses attributable to increased broadcasting revenue.
GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$39,713,000 -9.4% $43,822,000 11.4% $39,349,000
Percentage of revenue 24.6% 20.9% 24.0%
General and administrative expenses declined at the broadcasting operations
largely due to cessation of benefit accruals for the broadcasting subsidiary's
defined benefit plan (which was terminated in January 2002), reduction in
personnel costs as a result of the retirement of a senior officer in early 2001,
and decrease of expenses attributable to KJEO-TV as a result of the sale on
August 1, 2000. Expenses declined with respect to the real estate operations
primarily as expenses associated with certain officers were transferred to the
corporate segment in connection with the Company's restructuring. The corporate
segment incurred increased costs in connection with reassignment of personnel
and other costs associated with the restructuring, including severance and
related expenses of approximately $3,200,000, and a donation of $1,000,000 to
fund a civic project in Seattle, Washington.
General and administrative expenses increased in all business segments during
2000. The increase at the broadcasting segment is largely attributable to costs
incurred by the newly acquired television stations, higher employee benefit
costs, and higher legal and consulting expenses. The real estate segment
experienced increased salaries and employee benefit costs. The corporate segment
incurred increased costs in connection with additional personnel.
36
DEPRECIATION AND AMORTIZATION
- -------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$24,809,000 13.4% $21,889,000 48.0% $14,784,000
Percentage of revenue 15.3% 10.4% 9.0%
The increases in depreciation expense relate primarily to Fisher Plaza and the
Fisher Industrial Technology Center, located in Auburn, Washington, owned by the
real estate subsidiary. Depreciation of Fisher Plaza, and new broadcast and
related equipment and digital studios acquired by KOMO TV, began in June of
2000. Construction of the Fisher Industrial Technology Center was complete in
Fall 2000, and tenants began occupancy in mid-2001.
OTHER INCOME, NET
- -------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$3,210,000 -84.9% $21,199,000 20.5% $17,586,000
Other income, net in 2001 includes primarily dividends received on marketable
securities and also interest and miscellaneous income. The decline in other
income, net for the year ended December 31, 2001 compared to 2000 is
attributable to a reduction in the dividend paid by SAFECO Corporation and the
inclusion in 2000 of gain from the sale of KJEO-TV in the amount of $15,722,000
and gain from sale of two parcels of real estate in the amount of $852,000.
After deducting income taxes, the gains were $9,747,000 and $554,000,
respectively.
For the year ended December 31, 2000, other income, net includes the gains from
the sale of KJEO-TV and from sale of real estate described in the preceding
paragraph. The 1999 amount includes $12,825,000 gain from sale of real estate.
Dividend income was largely unchanged from 1999 to 2000.
(LOSS) GAIN IN EQUITY INVESTEES
- -------------------------------------------------------------------------------
2001 % Change 2000 1999
$(4,572,000) 377.4% $(958,000) $94,000
Investments in entities over which we have significant influence, however do not
control, (equity investees) are accounted for using the equity method. The loss
in equity investees includes our pro rata share of losses incurred by such
investees and, for the year ended December 31, 2001, relate principally to loans
for development of the Civia Media Terminal.
INTEREST EXPENSE
- -------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$17,847,000 -16.4% $21,360,000 72.7% $12,367,000
Interest expense includes interest on borrowed funds, loan fees, and net
payments under a swap agreement, and is net of interest allocated to
discontinued operations based on net borrowing of the discontinued operations.
The decrease in interest expense for the year ended December 31, 2001 compared
with 2000 is attributable to lower amounts of borrowed funds outstanding and to
lower interest rates. Interest incurred in connection with funds borrowed to
finance construction of Fisher Plaza and other significant capital projects is
capitalized as part of the cost of the related project.
The increase in 2000 interest expense compared with 1999 is attributable to
funds borrowed in July 1999 to finance the acquisition of television stations
and the acquisition of 50% interest in the Blackfoot flour mill.
PROVISION FOR FEDERAL AND STATE INCOME TAXES (BENEFIT)
- --------------------------------------------------------------------------------
2001 % Change 2000 % Change 1999
$(6,559,000) -139.6% $16,556,000 35.8% $12,187,000
Effective tax rate 45.3% 34.2% 34.6%
The provision for federal and state income taxes varies directly with pre-tax
income. The tax benefit in 2001 reflects our ability to utilize a net operating
loss carryback. The effective tax rate varies from the statutory rate for all
years primarily due to a deduction for dividends received, offset by the impact
of state income taxes.
37
OTHER COMPREHENSIVE INCOME (LOSS)
- --------------------------------------------------------------------------------
2001 % Change 2000 % Change 1999
$(5,489,000) -137.3% $14,715,000 142.8% $(34,358,000)
Other comprehensive income (loss) includes unrealized gain or loss on our
marketable securities and the effective portion of the change in fair value of
an interest rate swap agreement, and is net of income taxes. During the year
ended December 31, 2001, the value of the marketable securities declined
$3,233,000, net of tax. 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 $31.15 at December 31, 2001, $32.88 at
December 31, 2000, and $24.88 at December 31, 1999. Unrealized gains and losses,
net of tax, are a separate component of stockholders' equity.
BROADCASTING OPERATIONS
REVENUE
- -------------------------------------------------------------------------------
2001 % Change 2000 %Change 1999
$145,513,000 -25.7% $195,812,000 28.7% $152,128,000
During the year ended December 31, 2001, as compared with 2000, our revenue from
local advertisers declined $19,300,000; our national advertising revenue
declined $21,400,000; and our political advertising revenue decreased
$23,700,000. These declines were partially offset by commissions paid to
advertising agencies, with the result that net revenue from broadcasting
operations declined $50,299,000 in 2001, compared with 2000. Comparability
between the periods is affected by the sale by the Company's broadcasting
subsidiary, in August 2000, of all of the membership interest in a limited
liability company which owned and operated KJEO-TV. If, for purposes of
comparison, revenue from KJEO-TV is excluded from the 2000 revenue, the decrease
in revenue from broadcasting operations for the year ended December 31, 2001
compared with 2000 would be 23.1%. Factors occurring during 2001 which have
contributed to the decline include decreased advertiser demand, particularly by
national advertisers, relative weakness of ABC Network programming, competition
for viewers and listeners in the Seattle market as a result of the popularity of
the Seattle Mariners baseball game programming on a competing station, a decline
in revenue from political advertising of approximately $23,700,000, and the
absence of revenue from KJEO-TV, which had contributed approximately $5,200,000
of revenue in 2000. The adverse effects of the events of September 11, 2001 also
contributed to the decline in broadcast revenue as our television stations aired
continuous, commercial-free, network news coverage for several days following
the events and a number of advertisers cancelled or delayed previously scheduled
advertising. KOMO TV in Seattle and KATU Television in Portland experienced
declines in net revenue of 31.3% and 30.4%, respectively, in 2001 compared to
2000. Revenue in 2001 from the smaller market television stations declined 16.3%
(adjusted to exclude KJEO-TV) from the year ago period. Revenue from the
Company's Seattle and Portland radio groups declined 16.2% and 17.2%,
respectively, from the year ago period. Revenue from the small market radio
operations declined 6.5% from the year ago period.
Our satellite teleport and Fisher Entertainment divisions generated revenue of
approximately $1,400,000 and $1,200,000, respectively in 2001.
Revenue from the television stations acquired in July 1999 totaled $21,350,000
in the six months ended June 30, 2000. If, for purposes of comparison, that
amount is excluded, revenue of $174,462,000 for the year ended December 31, 2000
would represent a 14.7% increase over 1999. Revenue increased in 2000 at all
broadcasting operations, with the largest increases realized by the Seattle,
Portland and Regional television stations due to high demand for advertising by
political action committees ("PACs") and, to a lesser degree, candidates for
political office. KOMO TV revenue increased 27% for the year ended December 31,
2000 compared to 1999. Political advertising revenue accounted for 68% of KOMO
TV's overall revenue increase, while national sales declined 2% from 1999. KATU
Television revenue for the year ended December 31, 2000 increased 15% compared
to 1999. Political advertising revenue accounted for all of the overall revenue
increase, as national sales for KATU declined 9% during the period and more than
offset the 2% improvement in local sales. Revenue from the Fisher Television
Regional Group increased approximately $18,610,000 compared with the year ended
December 31, 1999; however, the Company owned the stations only six months
during that period.
Seattle radio revenue improved 12% for the twelve months ended December 31, 2000
compared to the same period in 1999. Political advertising was not as
significant a factor in the Seattle radio market as it was for television
stations during 2000; however, about 10% of the overall revenue growth for
Fisher's Seattle radio group was derived from political advertising sales. All
three of the Seattle stations, KOMO AM, KVI AM and KPLZ FM, reported increased
advertising sales during 2000 when compared to the prior year. Portland radio
sales improved 11% for the twelve months ended December 31, 2000,
38
compared to 1999. The growth was due to increases in both local and political
sales, while national sales declined 8%. Political sales represented
approximately one-half of the overall increase. The Fisher Radio Regional Group
of small market stations in Montana and Wenatchee, Washington experienced a 10%
increase in advertising sales in 2000, with growth occurring in each of the five
markets.
Our satellite teleport and Fisher Entertainment divisions generated revenue of
approximately $1,200,000 and $900,000, respectively in 2000.
INCOME FROM OPERATIONS
- -------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$8,613,000 -83.4% $51,764,000 49.8% $34,554,000
Percentage of revenue 5.9% 26.4% 22.7%
The decline in income from broadcasting operations for the year ended December
31, 2001 compared with 2000 is primarily due to the decline in revenue discussed
above. If adjusted to exclude the operating results attributable to KJEO-TV,
operating expenses for 2001 would be approximately $2,900,000 lower than those
incurred in 2000. Depreciation expense increased approximately $2,800,000
largely due to KOMO TV's new broadcast equipment and studios.
Excluding operating income from the Fisher Television Regional Group that was
only included in 1999 results for the second half of the year, the increase in
income from operations for the year ended December 31, 2000 is 52.2% compared
with 1999. Each broadcasting group except the Portland radio group experienced
an improvement in 2000 compared with the prior year as increases in revenue
exceeded increases in operating expenses. Overall, operating expenses at the
broadcasting segment increased 23.2% in 2000, including the effect of the
operating costs of the newly acquired stations. Aside from the additional costs
of operating the regional television group for the entire year 2000, other
significant cost increases included depreciation of KOMO TV's new digital
broadcast equipment in Fisher Plaza, local sales commissions and merchandising
expenses that accompanied the significant growth in local sales during the year
and increased employment costs including benefits.
REAL ESTATE OPERATIONS
REVENUE
- --------------------------------------------------------------------------------
2001 %Change 2000 % Change 1999
$16,128,000 16.4% $13,850,000 17.9% $11,747,000
The real estate segment includes our real estate subsidiary and the portion of
the Fisher Plaza project not occupied by KOMO TV. Rents from the first building
at Fisher Plaza, which was 80% occupied at December 31, 2001, approximated
$3,896,000 during 2001 compared with $1,589,000 in 2000. During 2001 marketing
efforts were underway for the five-building project in Auburn, Washington, known
as the Fisher Industrial Technology Center (the Fisher ITC), which was
substantially completed by the real estate subsidiary in September 2000. Rental
income from Fisher ITC during 2001 totaled $193,000. At year-end the Fisher ITC
project was 71% leased.
Revenue of the real estate segment increased in 2000 as a result of rent
increases, and rental income from Fisher Plaza, which approximated $1,589,000.
The first clients began moving into Fisher Plaza in May 2000. Comparison with
1999 results is impacted by the loss of revenue from two properties sold in June
1999. If revenue from those properties were excluded from 1999 revenue, the
percentage increase would be 23.1%.
INCOME FROM OPERATIONS
- -------------------------------------------------------------------------------
2001 %Change 2000 %Change 1999
$6,946,000 42.5% $4,875,000 52.2% $3,203,000
Percentage of revenue 43.1% 35.2% 27.3%
The increase in operating income for the real estate segment for the year ended
December 31, 2001, compared with 2000, is primarily attributable to the
operations of the portion of Fisher Plaza not occupied by KOMO TV. Exclusive of
the Fisher ITC, which was in lease-up phase during 2001, average occupancy of
the properties operated by the real estate subsidiary during 2001 was 97%
compared with 92% during 2000.
39
The increase in operating income for the real estate segment for the year ended
December 31, 2000, compared with 1999, is also primarily attributable to the
operations of Fisher Plaza. Results for 1999 include operating income of
approximately $270,000 from the two properties that were sold in June of that
year.
DISCONTINUED OPERATIONS
LOSS FROM DISCONTINUED OPERATIONS OF MILLING BUSINESSES
- -------------------------------------------------------------------------------
2001 % Change 2000 %Change 1999
$327,000 -98.1% $17,327,000 248.8% $4,968,000
The loss from discontinued operations of milling businesses for the year ended
December 31, 2001 reflects an increase in the estimate of benefits for employees
of the milling and distribution operations. Based upon updated information from
its actuaries, the Company increased the estimated loss from discontinued
operations by $500,000, or $327,000 net of taxes.
The loss from discontinued operations of milling businesses for the year ended
December 31, 2000 includes results of operations of the milling businesses
through September 30, 2000 amounting to $1,665,000, net of income tax benefit of
$962,000, and estimated loss from disposal of the milling businesses amounting
to $15,662,000, net of income tax benefit of $8,434,000. Components of the
estimated loss include the excess of net book value of assets over projected
sales proceeds, estimated costs of sale including employee severance, and
estimated operating results during the phase-out period.
The loss from discontinued operations of milling businesses for the year ended
December 31, 1999 represents the results of operations of the milling businesses
during that year.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB) approved FASB
Statement No. 141 (FAS 141), "Business Combinations", and FASB Statement No. 142
(FAS 142), "Goodwill and Other Intangible Assets." FAS 141 establishes new
standards for accounting and reporting requirements for business combinations
initiated after June 30, 2001 and prohibits the use of the pooling-of-interests
method for combinations initiated after June 30, 2001. FAS 142 changes the
accounting for goodwill and intangible assets with indefinite lives from an
amortization method to an impairment-only approach. Upon adoption of FAS 142,
goodwill will be tested at the reporting unit annually and whenever events or
circumstances occur indicating that goodwill might be impaired. Amortization of
goodwill, including goodwill recorded in past business combinations, will cease.
The adoption date for the Company was January 1, 2002. We are still assessing
what the impact of FAS 141 and FAS 142 will be on our results of operations and
financial position.
In June 2001, the FASB issued Statement No. 143 (FAS 143), "Accounting for Asset
Retirement Obligations", which establishes requirements for the financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. FAS 143 is
effective for fiscal years beginning after June 15, 2002, with earlier
application encouraged. In August 2001, the FASB issued Statement No. 144 (FAS
144) "Accounting for the Impairment or disposal of Long-Lived Assets", which
establishes requirements for the financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of. The
provisions of FAS 144 shall be effective for financial statements issued for
fiscal years beginning after December 31, 2001, and interim periods within those
fiscal years. We are currently assessing the impact of FAS 143 and FAS 144 on
our financial statements.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2001, we had working capital of $9,380,000 and cash and
short-term cash investments totaling $3,568,000. We intend to finance working
capital, debt service, capital expenditures, and dividend requirements primarily
through operating activities. However, we will consider using available lines of
credit to fund acquisition activities and significant real estate development
activities. In this regard, we had a five-year unsecured revolving line of
credit (revolving line of credit) with two banks for a maximum amount of
$100,000,000 to finance construction of Fisher Plaza and for general corporate
purposes. The revolving line of credit provided that borrowings under the line
would bear interest at variable rates. The revolving line of credit also placed
limitations on the disposition or encumbrance of certain assets and required us
to maintain certain financial ratios. At December 31, 2001, the revolving line
of credit was fully drawn. Approximately $19,700,000 was available under
short-term working capital lines of credit.
40
The unsecured revolving line of credit and the senior credit facility required
us to comply with several covenants, including covenants with respect to the
maintenance of some financial ratios. As of December 31, 2001, we were not in
compliance with certain covenants. As a result of such noncompliance, the
lenders could have required us to immediately repay all principal and interest
outstanding, thus causing the long-term debt to be classified as current.
However, subsequent to year-end we requested and received agreement from the
lenders to forbear from exercising remedies under the revolving line of credit
and the senior credit facility during the period from December 31, 2001 through
March 31, 2002. Subsequent to year-end we repaid these obligations through the
use of proceeds from new financings (see Note 14 of Notes to Consolidated
Financial Statements). As a result, we have continued to present the debt as
long-term on the balance sheet. In addition, as a result of such repayment of
the unsecured revolving line of credit and the senior credit facility we will
record an extraordinary loss of approximately $3,500,000 as a result of its
write off of the related deferred loan costs. We will also record a loss of
approximately $2,700,000 as a result of termination of a related interest rate
swap agreement.
On October 27, 2000, the Board of Directors authorized management to negotiate
one or more transactions with third parties with respect to a sale of Fisher
Mills, with terms of a specific transaction subject to approval of the Board.
Accordingly, the operating results, net working capital, and net noncurrent
assets of Fisher Mills are reported as discontinued operations in the
accompanying financial statements. On April 30, 2001 the sale of the assets and
working capital used in the Seattle, Blackfoot, Modesto, and Portland flour
milling operations was completed. On June 29, 2001 the sale of the distribution
assets and working capital of Fisher Mills Inc. and its subsidiary Sam Wylde
Flour Co. was completed. Proceeds from the transactions totaled $49,910,000
including working capital.
Net cash provided by operating activities during the year ended December 31,
2001 was $8,533,000. Net cash provided by operating activities consists of our
net income, increased by non-cash expenses such as depreciation and
amortization, and adjusted by changes in operating assets and liabilities. Net
cash provided by investing activities during the year was $5,383,000, including
$49,910,000 proceeds from the sales of milling and distribution assets and
working capital, reduced by $40,420,000 for purchase of property, plant and
equipment (including the Fisher Plaza project) and $4,109,000 for investments
in equity investees. Net cash used in financing activities was $10,566,000,
comprised of payments of $49,697,000 on borrowing agreements and mortgage
loans, $6,675,000 for retirement of preferred stock of our broadcasting
subsidiary, cash dividends paid to stockholders totaling $8,919,000 or $1.04
per share, reduced by net borrowings under notes payable and borrowing
agreements totaling $54,036,000 and proceeds from exercise of stock options of
$1,249,000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The market risk in our financial instruments represents the potential loss
arising from adverse changes in financial and commodity market prices and
rates. We are exposed to market risk in the areas of interest rates and
securities prices. These exposures are directly related to our normal funding
and investing activities.
Interest Rate Exposure
Our strategy in managing exposure to interest rate changes is to maintain a
balance of fixed- and variable-rate instruments. See Note 6 to the consolidated
financial statements for information regarding the contractual interest rates
of the Company's debt. We will also consider entering into interest rate swap
agreements at such times as we deem appropriate. At December 31, 2001, the fair
value of our fixed-rate debt is estimated to be approximately $2,000,000
greater than the carrying amount, based on current borrowing rates. Market risk
is estimated as the potential change in fair value resulting from a
hypothetical 10 percent change in interest rates. With respect to our
fixed-rate debt, such market risk amounted to $1,639,000 at December 31, 2001.
We also had $229,397,000 in variable-rate debt outstanding at December 31, 2001.
A hypothetical 10 percent change in interest rates underlying these borrowings
would result in a $1,340,000 annual change in our pre-tax earnings and cash
flows.
We are a party to an interest rate swap agreement fixing the interest rate at
6.52%, plus a margin based on the ratio of funded debt to operating cash flow,
on a portion of the variable-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, 2001, the fair value of the swap
agreement was ($3,471,000). A hypothetical 10 percent change in interest rates
would change the fair value of our swap agreement by approximately $374,000 at
December 31, 2001.
Marketable Securities Exposure
The fair value of our investments in marketable securities at December 31, 2001
was $97,107,000. Marketable securities consist of equity securities traded on a
national securities exchange or reported on the Nasdaq stock market. A
significant portion of the marketable securities consists of 3,002,376 shares
of SAFECO Corporation. As of December 31, 2001, these
41
shares represented 2.4% of the outstanding common stock of SAFECO Corporation.
SAFECO's common stock price has been volatile in recent years, and ranged from
$21.50 to $32.95 per share during 2001. We have classified our investments as
available-for-sale under applicable accounting standards. Mr. William W.
Krippaehne Jr., President, CEO, and a Director of Fisher Communications, Inc.,
is a Director of SAFECO. A hypothetical 10 percent change in market prices
underlying these securities would result in a $9,711,000 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. Subsequent to year-end the Company pledged
3,000,000 shares of SAFECO Corporation stock owned by it as collateral under a
margin loan and a variable forward sales transaction (see Note 14 of Notes to
Consolidated Financial Statements).
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.
42
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 our Annual
Meeting of Shareholders to be held on April 25, 2002, 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 25, 2002, 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 our Annual Meeting of Shareholders to be held on April 25, 2002, 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 our Annual Meeting of
Shareholders to be held on April 25, 2002, is incorporated herein by reference.
43
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Consolidated Financial Statements:
. Reports of Management and Independent Accountants
. Consolidated Statement of Income for the years ended
December 31, 2001, 2000, and 1999
. Consolidated Balance Sheet at December 31, 2001
and 2000
. Consolidated Statement of Stockholders' Equity for
the years ended December 31, 2001, 2000, and 1999
. Consolidated Statement of Cash Flows for the years
ended December 31, 2001, 2000, and 1999
. Consolidated Statement of Comprehensive Income for the
years ended December 31, 2001, 2000, and 1999
. Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
. Report of Independent Accountants
. Schedule II - Valuation and Qualifying Accounts for
the years ended December 31, 2001, 2000, and 1999
. Schedule III - Real Estate and Accumulated
Depreciation at December 31, 2001
(3) Exhibits: See "Exhibit Index."
(b) Forms 8-K filed during the fourth quarter of 2001:
A report on Form 8-K was filed with the
Commission on November 15, 2001 announcing the
Company's intention to sell the real estate
assets held by its subsidiary, Fisher Properties
Inc.
A report on Form 8-K was filed with the
Commission on November 21, 2001 announcing that
waiver for the Company's noncompliance with
certain covenants contained in certain of the
Company's credit facilities was granted by the
lenders and that, as of September 30, 2001,
$205,284,000 of principal outstanding under the
credit facilities was no longer classified as
current.
44
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 accounting principles generally accepted in the
United States of America. 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 auditing standards generally accepted in the
United States of America and provide an objective, independent report on such
financial statements.
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 Communications, Inc:
In our opinion, the accompanying consolidated balance sheet 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 Communications, Inc. (formerly
Fisher Companies Inc.) and its subsidiaries at December 31, 2001 and 2000, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. 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 of America, 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 our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
March 21, 2002
45
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31 2001 2000 1999
- ----------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Revenue
Broadcasting $ 145,513 $ 195,812 $ 152,128
Real estate 16,128 13,850 11,747
- ----------------------------------------------------------------------------------------
161,641 209,662 163,875
- ----------------------------------------------------------------------------------------
Costs and expenses
Cost of products and services sold 71,226 71,628 62,689
Selling expenses 21,179 22,791 17,118
General and administrative expenses 39,713 43,822 39,349
Depreciation and amortization 24,809 21,889 14,784
- ----------------------------------------------------------------------------------------
156,927 160,130 133,940
- ----------------------------------------------------------------------------------------
Income from operations 4,714 49,532 29,935
Other income, net 3,210 21,199 17,586
(Loss) gain in equity investees (4,572) (958) 94
Interest expense (17,847) (21,360) (12,367)
- ----------------------------------------------------------------------------------------
Income (loss) from continuing operations
before provision for income taxes (14,495) 48,413 35,248
Provision for federal and state income taxes (benefit) (6,559) 16,556 12,187
- ----------------------------------------------------------------------------------------
Income (loss) from continuing operations (7,936) 31,857 23,061
Loss from discontinued operations of milling
businesses, net of income tax (327) (17,327) (4,968)
- ----------------------------------------------------------------------------------------
Net income (loss) $ (8,263) $ 14,530 $ 18,093
- ----------------------------------------------------------------------------------------
Income (loss) per share:
From continuing operations $ (0.92) $ 3.72 $ 2.70
From discontinued operations (0.04) (2.02) (0.58)
- ----------------------------------------------------------------------------------------
Net income (loss) per share $ (0.96) $ 1.70 $ 2.12
- ----------------------------------------------------------------------------------------
Income (loss) per share assuming dilution:
From continuing operations $ (0.92) $ 3.71 $ 2.69
From discontinued operations (0.04) (2.02) (0.58)
- ----------------------------------------------------------------------------------------
Net income (loss) per share assuming dilution $ (0.96) $ 1.69 $ 2.11
- ----------------------------------------------------------------------------------------
Weighted average shares outstanding 8,575 8,556 8,548
Weighted average shares outstanding assuming dilution 8,575 8,593 8,575
See accompanying notes to consolidated financial statements.
46
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31 2001 2000
- ------------------------------------------------------------------------------------------
(in thousands, except share and per share amounts)
ASSETS
Current Assets
Cash and short-term cash investments $ 3,568 $ 218
Receivables 33,081 40,375
Prepaid income taxes 10,760 563
Prepaid expenses 4,251 3,862
Television and radio broadcast rights 10,318 10,253
Net working capital of discontinued operations 216 10,526
- ------------------------------------------------------------------------------------------
Total current assets 62,194 65,797
- ------------------------------------------------------------------------------------------
Marketable Securities, at market value 97,107 102,080
- ------------------------------------------------------------------------------------------
Other Assets
Cash value of life insurance and retirement deposits 12,403 11,725
Television and radio broadcast rights 1,725 927
Intangible assets, net of amortization 189,133 194,316
Investments in equity investees 2,594 3,057
Other 12,232 10,017
Net noncurrent assets of discontinued operations 1,635 39,236
- ------------------------------------------------------------------------------------------
219,722 259,278
- ------------------------------------------------------------------------------------------
Property, Plant and Equipment, net 244,094 219,649
- ------------------------------------------------------------------------------------------
$ 623,117 $ 646,804
- ------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 25,469 $ 25,642
Trade accounts payable 5,490 4,981
Accrued payroll and related benefits 7,616 10,458
Television and radio broadcast rights payable 8,980 9,002
Dividends payable 2,225
Other current liabilities 5,259 3,368
- ------------------------------------------------------------------------------------------
Total current liabilities 52,814 55,676
- ------------------------------------------------------------------------------------------
Long-term Debt, net of current maturities 261,480 257,413
- ------------------------------------------------------------------------------------------
Other Liabilities
Accrued retirement benefits 12,028 13,638
Deferred income taxes 50,994 53,648
Television and radio broadcast rights payable, long-term portion 1,570 794
Other liabilities 6,777 2,934
- ------------------------------------------------------------------------------------------
71,369 71,014
- ------------------------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Equity
Common stock, shares authorized 12,000,000, $1.25 par value;
issued 8,591,658 in 2001 and 8,558,042 in 2000 10,739 10,698
Capital in excess of par 3,486 2,140
Deferred compensation (66) (135)
Accumulated other comprehensive income - net of income taxes:
Unrealized gain on marketable securities 62,360 65,593
Net loss on interest rate swap (2,256)
Retained earnings 163,191 184,405
- ------------------------------------------------------------------------------------------
237,454 262,701
- ------------------------------------------------------------------------------------------
$ 623,117 $ 646,804
- ------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
47
FISHER COMMUNICATIONS, 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, 1998 8,542,384 $ 10,678 $ 1,792 $ (733) $ 85,236 $ 169,575 $ 266,548
Net income 18,093 18,093
Other comprehensive
income (loss) (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
Net income 14,530 14,530
Other comprehensive
income 14,715 14,715
Issuance of common
stock rights, net of
forfeitures (69) 69
Amortization of deferred
compensation 330 330
Issuance of common stock
under rights and options,
and related tax benefit 7,352 10 41 51
Dividends (8,900) (8,900)
- ------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2000 8,558,042 10,698 2,140 (135) 65,593 184,405 262,701
Net loss (8,263) (8,263)
Other comprehensive
income (loss) (5,489) (5,489)
Amortization of deferred
compensation 69 69
Issuance of common stock
under rights and options,
and related tax benefit 33,616 41 1,346 1,387
Redemption of preferred
stock of subsidiary (6,257) (6,257)
Dividends (6,694) (6,694)
- ------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2001 8,591,658 $ 10,739 $ 3,486 $ (66) $ 60,104 $ 163,191 $ 237,454
- ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
48
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------
(in thousands)
Cash flows from operating activities
Net income (loss) $ (8,263) $ 14,530 $ 18,093
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities
Depreciation and amortization 26,362 26,146 17,975
Noncurrent deferred income taxes 2,222 (1,420) 7,461
Net loss in equity investees 4,572 958 689
Amortization of deferred loan costs 778 828 500
Gain on sale of real estate (852) (12,825)
Gain on sale of KJEO TV (15,722)
Net loss from discontinued operations 17,327
Other 286 (232) 937
Change in operating assets and liabilities
Receivables 8,064 7,621 (3,111)
Inventories 5,354 38
Prepaid income taxes (10,373) 888 (1,276)
Prepaid expenses (1,402) 691 2,199
Cash value of life insurance and retirement deposits (725) (772) (738)
Other assets (2,301) (2,454) (6,505)
Income taxes payable (457)
Trade accounts payable, accrued payroll and related
benefits and other current liabilities (10,547) 4,770 3,246
Accrued retirement benefits (1,578) 770 730
Other liabilities 1,548 1,230 1,060
Amortization of television and radio broadcast rights 16,181 15,837 14,606
Payments for television and radio broadcast rights (16,291) (16,689) (14,771)
- -----------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 8,533 58,809 27,851
- -----------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sale of discontinued milling business assets 49,910
Proceeds from sale of KJEO TV 60,000
Proceeds from sale of real estate and property, plant and equipment 2 2,396 17,120
Investments in equity investees (4,109) (1,011) (1,375)
Purchase assets of television and radio stations (221,160)
Purchase of 50% interest in Blackfoot flour mill (19,000)
Purchase of property, plant and equipment (40,420) (59,587) (56,376)
- -----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 5,383 1,798 (280,791)
- -----------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Net (payments) borrowings under notes payable (560) (2,706) 596
Borrowings under borrowing agreements 54,036 11,000 262,201
Payments on borrowing agreements and mortgage loans (49,697) (63,413) (1,358)
Redemption of preferred stock of subsidiary (6,675)
Proceeds from exercise of stock options 1,249 19 33
Cash dividends paid (8,919) (8,898) (8,891)
- -----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (10,566) (63,998) 252,581
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and short-term cash investments 3,350 (3,391) (359)
Cash and short-term cash investments, beginning of period 218 3,609 3,968
- -----------------------------------------------------------------------------------------------------------
Cash and short-term cash investments, end of period $ 3,568 $ 218 $ 3,609
- -----------------------------------------------------------------------------------------------------------
Supplementalcash flow information is include in Notes 5,6,8 and 9.
See accompanying notes to consolidate financial statements.
49
FISHER COMMUNICATIONS,INC.ANDSUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year Ended December 31 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------
(in thousands)
Net income (loss) $ (8,263) $ 14,530 $ 18,093
Other comprehensive income (loss):
Cumulative effect of accounting change, net of
income tax benefit of $489 (907)
Unrealized gain (loss) on marketable securities (4,974) 22,638 (52,859)
Effect of income taxes 1,741 (7,923) 18,501
Net (loss) on interest rate swap (2,076)
Effect of income taxes 727
- -----------------------------------------------------------------------------------------------------------
Comprehensive income (loss) $ (13,752) $ 29,245 $ (16,265)
- -----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
50
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
OPERATIONS AND ACCOUNTING POLICIES
The principal operations of Fisher Communications, Inc. and subsidiaries
(the Company) are television and radio broadcasting, proprietary real estate
development and management, and other media operations including program
production as well as satellite and fiber transmission. As explained in Note 2
the Company sold its flour milling and bakery supply distribution businesses
during 2001. 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 Communications, Inc. and its wholly-owned subsidiaries.
Television and radio broadcasting, and other media operations are conducted
through Fisher Broadcasting. Real estate operations are conducted through Fisher
Properties Inc. Fisher Media Services Company was formed in 2001 to conduct
other media operations, including Fisher Plaza, beginning in 2002. 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. Rentals from real estate leases are recognized on a
straight-line basis 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 Company considers short-term cash investments which have original
maturities at date of purchase of 90 days or less to be cash equivalents.
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 stock market.
A significant portion of the marketable securities consists of 3,002,376 shares
of SAFECO Corporation at December 31, 2001 and 2000. As of December 31, 2001,
these shares represented 2.4% of the outstanding common stock of SAFECO
Corporation. Mr. William W. Krippaehne Jr., President, CEO and a Director of the
Company, is a Director of SAFECO. Market value is based on closing per share
sale prices. The Company has classified its investments as available-for-sale
under applicable accounting standards and those investments are reported at fair
market value. Unrealized gains and losses are a separate component of
stockholders' equity, net of any related tax effect.
Investments in equity investees Investments in equity investees represent
-------------------------------
investments in entities over which the Company does not have control, but has
significant influence and owns 50% or less. Such investments are accounted for
using the equity method (See note 4).
Intangible assets Intangible assets represent the excess of purchase price
-----------------
of certain broadcast properties over the fair value of tangible net assets
acquired and are amortized based on the straight-line method over the estimated
useful life of 40 years. Accumulated amortization at December 31, 2001 and 2000
is $17,512,000 and $12,573,000, respectively (See "Recent Accounting
Pronouncements").
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.
51
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 3-55 years
Machinery and equipment 3-25 years
Land improvements 10-55 years
Impairment of long-lived assets Whenever changes in circumstances indicate
-------------------------------
that the carrying amount may not be recoverable 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.
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. Advertising expense was $4,409,000, $4,337,000,
and $3,343,000 in 2001, 2000, and 1999, respectively.
Earnings per share Net income (loss) per share represents net income
------------------
(loss) divided by the weighted average number of shares outstanding during the
year. Net income (loss) per share assuming dilution represents net income
(loss) divided by the weighted average number of shares outstanding, including
the potentially dilutive impact of the stock options and restricted stock
rights issued under the Company's incentive plans. Common stock options and
restricted stock rights are converted using the treasury stock method.
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 2001 2000 1999
---------- ---------- ----------
Shares outstanding at beginning of period 8,558,042 8,550,690 8,542,384
Weighted average of shares issued 16,535 5,351 6,070
---------- ---------- ----------
8,574,577 8,556,041 8,548,454
Dilutive effect of:
Restricted stock rights 9,613 13,570
Stock options 27,402 12,731
---------- ---------- ----------
8,574,577 8,593,056 8,574,755
---------- ---------- ----------
The dilutive effect of 3,612 restricted stock rights and options to
purchase 413,613 shares are excluded for the year ended December 31, 2001
because such rights and options were anti-dilutive. All restricted stock rights
and options were dilutive for the year ended December 31, 2000. The dilutive
effect of options to purchase 130,025 shares is excluded for the year ended
December 31, 1999 because such options were anti-dilutive.
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 due
to their short maturities.
The fair value of notes payable and variable-rate long-term debt
approximates the recorded amount based on borrowing rates currently available to
the Company. At December 31, 2001, the fair value of our fixed-rate debt is
estimated to be approximately $2,000,000 greater than the recorded amount, based
on current borrowing rates.
Accounting change Effective January 1, 2001, the Company adopted Statement
-----------------
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (FAS 133), as amended. This pronouncement establishes
accounting and reporting standards for derivative instruments, and requires that
an entity recognize those items as assets or liabilities in the financial
statements and measure them at their fair value. If the derivative is designated
as a cash flow hedge, the effective portion of the change in fair value of the
derivative is recorded in other comprehensive income, and the ineffective
portion is recorded in earnings. Changes in the fair value of derivatives not
designated as hedges are recognized in earnings. The Company uses an interest
rate swap, designated as a cash flow hedge, to manage exposure to interest rate
risks. In accordance with FAS 133, the effective portion of the change in fair
value of the swap is recorded in other comprehensive income. Adoption of FAS 133
resulted in a reduction to other comprehensive income of $907,000, net of income
tax of $489,000, which is reported as the cumulative effect of the accounting
change. There was no effect on net income or loss.
The effective portion of the change in fair value of the interest rate swap
from January 1, 2001 through December 31, 2001 is included in other
comprehensive income. The fair value of the interest rate swap is included in
other liabilities.
Recent accounting pronouncements In June 2001, the Financial Accounting
--------------------------------
Standards Board (FASB) approved FASB Statement No. 141 (FAS 141), "Business
Combinations", and FASB Statement No. 142 (FAS 142), "Goodwill and Other
Intangible Assets." FAS 141 establishes new standards for accounting and
reporting requirements for business combinations initiated after June 30, 2001
and prohibits the use of the pooling-of-interests method for combinations
initiated after June 30, 2001. FAS 142 changes the accounting for goodwill and
intangible assets with indefinite lives from an amortization method to an
impairment-only approach. Upon adoption of FAS 142, goodwill will be tested at
the reporting unit annually and whenever events or circumstances occur
indicating that goodwill might be impaired.
52
Amortization of goodwill, including goodwill recorded in past business
combinations, will cease. The adoption date for the Company was January 1,
2002. We are still assessing what the impact of FAS 141 and FAS 142 will be on
our results of operations and financial position.
In June 2001, the FASB issued Statement No. 143 (FAS 143), "Accounting for
Asset Retirement Obligations", which establishes requirements for the financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. FAS 143 is
effective for fiscal years beginning after June 15, 2002, with earlier
application encouraged. In August 2001, the FASB issued Statement No. 144 (FAS
144) "Accounting for the Impairment or disposal of Long-Lived Assets", which
establishes requirements for the financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of. The
provisions of FAS 144 shall be effective for financial statements issued for
fiscal years beginning after December 31, 2001, and interim periods within those
fiscal years. We are currently assessing the impact of FAS 143 and FAS 144 on
our financial statements.
Reclassifications Certain prior year balances have been reclassified to
-----------------
conform to the 2001 presentation. Such reclassifications had no effect on net
income or loss.
NOTE 2
DISCONTINUED OPERATIONS
On October 27, 2000 the Board of Directors authorized management to
negotiate one or more transactions with third parties with respect to a sale of
Fisher Mills, with terms of a specific transaction subject to approval of the
Board. Accordingly, the operating results, net current liabilities, and net
noncurrent assets of Fisher Mills have been reported as discontinued operations
in the accompanying financial statements. On April 30, 2001, the sale of the
assets and working capital used in the Seattle, Blackfoot, Modesto, and Portland
flour milling operations was completed. On June 29, 2001, the sale of the
distribution assets and working capital of Fisher Mills Inc. and its subsidiary
Sam Wylde Flour Co. was completed. Proceeds from the transactions totaled
$49,910,000 including working capital.
As a result of these sales, and an increase in the estimate of benefits for
employees of the milling and distribution operations based upon updated
information from its actuaries, the Company increased the estimated loss from
discontinued operations by $500,000. This revision in estimate, net of taxes,
was recorded as loss from discontinued operations in the quarter ended June 30,
2001.
The loss from discontinued operations of the milling businesses is
summarized as follows (in thousands):
Year Ended December 31 2001 2000 1999
--------- ---------- ----------
Loss from operations:
Before income taxes $ 2,627 $ 7,625
Income tax benefit (962) (2,657)
--------- ----------- ----------
1,665 4,968
Estimated loss from disposal
of milling businesses:
Before income taxes $ 500 24,096
Income tax benefit (173) (8,434)
--------- ----------- ----------
327 15,662
--------- ----------- ----------
$ 327 $ 17,327 $ 4,968
--------- ----------- ----------
Net working capital of discontinued operations includes net current assets
relating to the discontinued milling operations. Net noncurrent assets of
discontinued operations includes the book value of property, plant and equipment
not included in the sales described above and other noncurrent assets less
noncurrent liabilities relating to the discontinued milling operations.
Revenue of the discontinued milling operations was $44,675,000,
$112,102,000, and $114,942,000 for the years ended December 31, 2001, 2000, and
1999, respectively.
53
NOTE 3
RECEIVABLES
Receivables are summarized as follows (in thousands):
December 31 2001 2000
----------- -----------
Trade accounts $ 32,241 $ 40,274
Other 1,545 1,113
----------- -----------
33,786 41,387
Less-Allowance for doubtful accounts 705 1,012
----------- -----------
$ 33,081 $ 40,375
----------- -----------
Net receivables of the discontinued milling operations amounting to
$11,520,000 are not included in the December 31, 2000 amounts above.
NOTE 4
INVESTMENTS IN EQUITY INVESTEES
Investments in entities over which the Company does not have control, but
has significant influence and owns 50% or less, are accounted for using the
equity method. The Company's investments are reported in the consolidated
balance sheet as "Investments in equity investees" and its share of income or
losses is reported as "(Loss) gain in equity investees" in the consolidated
statement of income.
Tulalip Estates The real estate subsidiary maintained a 50% interest in a
---------------
joint venture formed to develop residential real estate owned by the joint
venture. The joint venture was dissolved during 2000 and the real estate
subsidiary received distribution of its interest.
South West Oregon Television Broadcasting Corporation In connection with
-----------------------------------------------------
the 1999 acquisition of network-affiliated television stations (see Note 12) the
broadcasting subsidiary acquired 50% of the outstanding stock of South West
Oregon Broadcasting Corporation (South West Oregon Television), licensee of a
television station in Roseburg, Oregon. The broadcasting subsidiary serves as
manager of the station.
AN Systems, L.L.C. AN Systems, L.L.C. (AN Systems) was a developer of a
------------------
new public advertising network which uses a display device known as the Civia
Media Terminal that delivers information in public places such as office
buildings and other venues. Under terms of various agreements the Company and
its subsidiaries agreed, among other things, to lend funds to AN Systems, to
defer collection of certain amounts due under the agreements, and to provide AN
Systems with certain office space. Loans by the Company were evidenced by
convertible promissory notes issued by AN Systems and, at December 31, 2001,
totaled $5,424,000. Effective January 1, 2002, AN Systems was merged into
Civia, Inc. (Civia) and, immediately prior to the merger, the Company elected
to convert $2,000,000 of such loans into a 65.1% equity interest in Civia.
At December 31, 2001, AN Systems was indebted to the Company for occupancy
and related costs amounting to $334,000. Also, at December 31, 2001, the Company
is contingently obligated in the amount of $1,568,000 as guarantor of a bank
credit facility on behalf of AN Systems.
The Company has not recognized income from management fees and interest
amounting to $400,000 and $343,000, respectively, as it has agreed to defer
collection of such amounts. These amounts have also been excluded from the Loss
in equity investees in the consolidated statement of Income.
54
Investments in equity investees are summarized as follows (in thousands):
South West
Tulalip Oregon
Estates Television AN Systems Total
----------- ----------- ------------- ---------
Balance, December 31, 1998 $ 180 $ 180
Acquisition $ 2,730 2,730
Equity in net income (loss) (1) 95 94
----------- ------------ ------------- ---------
Balance, December 31, 1999 179 2,825 3,004
Loans $ 1,315 1,315
Distributions received (179) (125) (304)
Equity in net income (loss) 122 (1,080) (958)
----------- ------------ ------------- ---------
Balance, December 31, 2000 0 2,822 235 3,057
Loans 4,109 4,109
Equity in net income (loss) 7 (4,579) (4,572)
----------- ------------ ------------- ---------
Balance, December 31, 2001 $ 0 $ 2,829 $ (235) $ 2,594
----------- ------------ ------------- ---------
Operating results of a 50% interest in a limited liability company owned by
the milling subsidiary are excluded from 1999 amounts above as they are now
included in discontinued operations.
NOTE 5
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are summarized as follows (in thousands):
December 31 2001 2000
------------ ------------
Building and improvements $ 189,405 $ 179,743
Machinery and equipment 105,825 100,849
Land and improvements 23,227 23,406
------------ -----------
318,457 303,998
Less-Accumulated depreciation 109,036 90,169
------------ -----------
209,421 213,829
Construction in progress 34,673 5,820
------------ -----------
$ 244,094 $ 219,649
------------ -----------
Net property, plant and equipment of the discontinued milling operations
amounting to $2,612,000 and $31,996,000, respectively, are not included in the
December 31, 2001 and 2000 amounts above.
Property, plant and equipment additions totaling $3,377,000 are included in
current liabilities at December 31, 2001.
55
The Company receives rental income principally from the lease of warehouse,
office and retail space, and boat moorages under gross and net leases and
agreements which expire at various dates through 2010. These leases and
agreements are accounted for as operating leases. The Company generally limits
lease terms to periods not in excess of five years. Minimum future rentals from
leases and agreements which were in effect at December 31, 2001 are (in
thousands):
Year Rentals
------------
2002 $ 12,796
2003 11,001
2004 7,472
2005 4,478
2006 2,609
Thereafter 1,925
-----------
$ 40,281
-----------
Property, plant and equipment includes property leased to third parties and
to other subsidiaries of the Company. The investment in property held for lease
to third parties included in property, plant and equipment at December 31, 2001
includes buildings, equipment and improvements of $141,247,000, land and
improvements of $17,390,000, and accumulated depreciation of $40,716,000.
Interest capitalized relating to construction of property, plant and
equipment amounted to approximately $1,816,000, $4,215,000, and $2,270,000 in
2001, 2000, and 1999, respectively.
Other income, net during the year ended December 31, 2000 includes
$15,722,000 gain on sale of KJEO TV which was sold on August 1, 2000 for
$60,000,000. Proceeds from the sale were used to reduce the senior credit
facilities and other borrowings.
Other income, net during the year ended December 31, 1999 includes
$12,825,000 gain from condemnation of real estate. Proceeds amounted to
$16,500,000, and were primarily reinvested in property leased to third parties.
NOTE 6
NOTES PAYABLE AND LONG-TERM DEBT
Notes payable The Company maintains bank lines of credit which totaled
-------------
$25,000,000 at December 31, 2001. The lines are unsecured and bear interest at
rates no higher than the prime rate. At December 31, 2001, $5,355,000 was
outstanding under the lines at an interest rate of 5.5%. The weighted average
interest rate on borrowings outstanding during 2001 was 5.76%. The lines of
credit expired January 31, 2002 and were subsequently extended to March 15, 2002
in the amount of $10,000,000.
The notes payable to directors, shareholders and others are comprised of
notes payable on demand. Such notes bear interest at rates equivalent to those
available to the Company for short-term cash investments. At December 31, 2001,
$4,096,000 was outstanding under such notes at an interest rate of 0.87%. The
weighted average interest rate on borrowings outstanding during 2001 was 2.87%.
Interest on such notes amounted to $129,000, $314,000, and $281,000 in 2001,
2000, and 1999, respectively.
Notes payable are summarized as follows (in thousands):
December 31 2001 2000
---------- ----------
Banks $ 5,355 $ 5,075
Directors, stockholders and others 4,097 4,936
Current maturities of long-term debt 16,017 15,631
---------- ----------
$ 25,469 $ 25,642
---------- ----------
Long-term debt
--------------
Lines of credit The Company maintains an unsecured revolving line of
---------------
credit with a bank in the principal amount of $100,000,000 to finance
construction of the Fisher Plaza project (see Note 13) and for general
corporate purposes. The revolving line of credit is governed by a credit
agreement that 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 certain aspects of the Company's
operations and requires the Company to maintain certain financial ratios. The
line matures in 2003. At December 31, 2001, $100,000,000 was outstanding under
the line at a blended interest rate of 5.74%.
In June 1999, the Company entered into an eight-year senior secured credit
facility (senior credit facility) with a group of banks in the principal amount
of $230,000,000 to finance the acquisition of television stations (see Note 12)
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 that 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
56
operating cash flow. At December 31, 2001, $119,946,000 was outstanding under
the senior credit facility at a blended interest rate of 6.0%.
The unsecured revolving line of credit and the senior credit facility
required the Company to comply with several covenants, including covenants with
respect to the maintenance of some financial ratios. As of December 31, 2001,
the Company was not in compliance with certain covenants. As a result of such
noncompliance, the lenders could have required the Company to immediately repay
all principal and interest outstanding, thus causing the long-term debt to be
classified as current. However, subsequent to year-end the Company requested and
received agreement from the lenders to forbear from exercising remedies under
the revolving line of credit and the senior credit facility during the period
from December 31, 2001 through March 31, 2002. Subsequent to year-end the
Company repaid these obligations through the use of proceeds from new financings
(see Note 14). As a result, the Company has continued to present the debt as
long-term on the balance sheet. In addition, as a result of such repayment of
the unsecured revolving line of credit and the senior credit facility the
Company will record an extraordinary loss of approximately $3,500,000 as a
result of its write off of the related deferred loan costs. The Company will
also record a loss of approximately $2,700,000 as a result of termination of a
related interest rate swap agreement.
Mortgage loans The real estate subsidiary maintains the following mortgage
--------------
loans:
Principal amount of $4,088,000, collateralized by an industrial park. The
nonrecourse loan requires monthly payments including interest of $31,000. The
loan matures in May 2006 and bears interest at 7.19%.
Principal amount of $9,242,000, collateralized by an industrial park, and
principal amount of $12,004,000, collateralized by two office buildings. 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 $22,820,000, collateralized by an office building and
parking structure. The nonrecourse loan matures in February 2006, bears interest
at 7.72% and requires monthly payments of principal and interest amounting to
$221,000.
Principal amount of $9,150,000, collateralized by an industrial park. The
nonrecourse loan matures in January 2012, bears interest at 6.32% and requires
monthly payments of principal and interest amounting to $61,000. The interest
rate is subject to adjustment in January 2007 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.
Long-term debt is summarized as follows (in thousands):
December 31 2001 2000
------------ ------------
Notes payable under bank lines of credit $ 219,946 $ 223,062
Mortgage loans payable 57,304 49,709
Other 247 273
------------ ------------
277,497 273,044
Less-current maturities 16,017 15,631
------------ ------------
$ 261,480 $ 257,413
------------ ------------
Future maturities of notes payable and long-term debt are as follows (in
thousands):
Directors, Mortagage
Stockholders Bank Liners Loans
Banks and Others of Credit and Other Total
---------- ------------- ------------ ----------- -----------
2002 $ 5,355 $ 4,097 $ 14,160 $ 1,857 $ 25,469
2003 114,992 1,992 116,984
2003 18,739 2,140 20,879
2004 19,850 2,301 22,151
2005 19,803 23,507 43,310
Thereafter 32,402 25,754 58,156
---------- ------------- ------------ ----------- ----------
$ 5,335 $ 4,097 $ 219,946 $ 57,551 $ 286,949
---------- ------------- ------------ ----------- ----------
Cash paid for interest (net of amounts capitalized) during 2001, 2000, and
1999 was $17,564,000, $22,445,000, and $13,324,000, respectively.
We are a party to an interest rate swap agreement fixing the interest rate
at 6.52%, plus a margin based on the our ratio of funded debt to operating cash
flow, on a portion of the variable-rate debt outstanding under the senior credit
facility. The notional amount of the swap
57
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, 2001, the fair value of the swap agreement was ($3,471,000).
NOTE 7
TELEVISION AND RADIO BROADCAST RIGHTS
Television and radio broadcast rights acquired under contractual
arrangements were $17,044,000 and $16,170,000 in 2001 and 2000, respectively.
At December 31, 2001, the broadcasting subsidiary had executed license
agreements amounting to $31,032,000 for future rights to television and radio
programs. As these programs will not be available for broadcast until after
December 31, 2001, they have been excluded from the financial statements.
NOTE 8
STOCKHOLDERS' EQUITY
The Company maintains two incentive plans (the Plans), the Amended and
Restated Fisher Communications Plan of 1995 (the 1995 Plan) and the Fisher
Communication Incentive Plan of 2001 (the 2001 Plan). The 1995 Plan provided
that up to 560,000 shares of the Company's common stock may be issued to
eligible key management employees pursuant to options and rights through 2002.
As of December 31, 2001 options and rights for 479,443 shares, net of
forfeitures, had been issued. No further options and rights will be issued
pursuant to the 1995 Plan. The 2001 Plan provides that up to 600,000 shares of
the Company's common stock may be issued to eligible key management employees
pursuant to options and rights through 2008.
Stock options The Plans provide 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.
Restricted stock rights The Plans also provide 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. Non-cash compensation expense of $69,000, $330,000, and $421,000
related to the rights was recorded during 2001, 2000, and 1999, 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, 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
Shares granted 121,100 59.88 500
Options exercised (505) 37.25
Stock rights vested (6,942)
Shares forfeited (850) 61.74 (44)
------------ ---------- ---------------
Balance, December 31, 2000 355,138 58.60 12,987
Shares granted 135,850 60.00
Options exercised (25,535) 48.93
Stock rights vested (8,331)
Shares forfeited (51,840) 60.73 (1,044)
------------ ---------- ---------------
Balance, December 31, 2001 413,613 $ 59.39 3,612
------------ ---------- ---------------
The weighted average remaining contractual life of options outstanding at
December 31, 2001 is 6.0 years. At December 31, 2001 and 2000, options for
201,662 and 117,240 shares are exercisable at a weighted average exercise price
of $58.80 and $54.94 per share, respectively.
The Company accounts for common stock options and restricted common stock
rights issued pursuant to the Plans in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and
related interpretations. Statement
58
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 $942,000,
$767,000, and $500,000, or $0.11, $0.09, and $0.06 per share during 2001, 2000,
and 1999, 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 2001, 2000, and 1999, respectively: dividend
yield of 1.55%, 1.61%, and 1.70%, volatility of 30.0%, 15.47%, and 14.96%,
risk-free interest rate of 5.34%, 6.61%, and 5.13%, 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 2001, 2000, and
1999, respectively, was $18.56, $14.36, and $12.45.
Cash dividends were paid at the rate of $1.04 per share in 2001, 2000 and
1999. On February 13, 2002 the Board of Directors declared a dividend in the
amount of $.26 per share payable March 1, 2002 to stockholders of record on
February 15, 2002.
Preferred stock redemption During the second quarter of 2001 the
--------------------------
broadcasting subsidiary redeemed outstanding preferred stock held by minority
investors for $6,675,000. The redemption has been accounted for as a capital
transaction.
NOTE 9
INCOME TAXES
Income taxes have been provided as follows (in thousands):
Year Ended December 31 2001 2000 1999
------------ ------------ ------------
Payable (receivable) currently
Continuing operations $ (6,069) $ 12,756 $ 6,534
Discontinued operation (6,124) (1,516) (3,367)
------------ ------------ ------------
$ (12,193) $ 11,240 $ 3,167
------------ ------------ ------------
Current and noncurrent deferred
income taxes
Continuing operations $ (490) $ 3,800 $ 5,653
Discontinued operations 5,951 (7,880) 710
------------ ------------ ------------
$ 5,461 $ (4,080) $ 6,363
------------ ------------ ------------
Total
Continuing operations $ (6,559) $ 16,556 $ 12,187
Discontinued operations (173) (9,396) (2,657)
------------ ------------ ------------
$ (6,732) $ 7,160 $ 9,530
------------ ------------ ------------
For income tax reporting purposes the Company had net operating losses of
approximately $48,900,000 as of December 31, 2001, of which approximately
$33,151,000 will be carried back to 1999 and 2000. The remaining $15,749,000 may
be carried forward to reduce income subject to tax through 2021. In addition, at
December 31, 2001, the Company had Alternative Minimum Tax Credit of
approximately $819,000 which may be carried forward indefinitely, and can be
used to reduce the Company's regular income tax liability.
Reconciliation of income taxes computed at federal statutory rates to the
reported provisions for income taxes on continuing operations is as follows (in
thousands):
Year Ended December 31 2001 2000 1999
----------- ----------- -----------
Normal provision (benefit) computed
at 35% of pretax income $ (5,073) $ 16,944 $ 12,337
Dividends received credit (707) (1,115) (1,086)
State taxes, net of federal tax benefit (974) 560 688
Other 195 167 248
----------- ----------- -----------
$ (6,559) $ 16,556 $ 12,187
----------- ----------- -----------
59
Deferred tax assets (liabilities) are summarized as follows (in thousands):
December 31 2001 2000
----------- ------------
Assets
Net operating loss and credit carryforwards $ 6,350
Accrued employee benefits 3,844 $ 3,413
Allowance for doubtful accounts 248 294
Other 90 54
----------- ------------
10,532 3,761
----------- ------------
Liabilities
Accumulated other comprehensive income (32,364) (35,319)
Property, plant and equipment (27,132) (20,822)
Accrued property tax (530) (547)
----------- ------------
(60,026) (56,688)
----------- ------------
Net $ (49,494) $ (52,927)
----------- ------------
Current $ 1,500 $ 721
Noncurrent (50,994) (53,648)
----------- ------------
$ (49,494) $ (52,927)
----------- ------------
The current deferred tax asset is reflected in prepaid expenses. Current
and noncurrent deferred tax assets of the discontinued milling operations as of
December 31, 2000 amounted to $2,805,000 and $3,168,000, respectively.
Cash received from income tax refunds during 2001 was $2,690,000. Cash paid
for income taxes during 2000, and 1999, was $12,425,100, and $4,869,000,
respectively.
NOTE 10
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 annually accrues 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. In June 2000 benefit accruals ceased under the pension plan for
employees of the broadcasting subsidiary, and that plan is in the process of
being terminated. Substantially all plan assets were distributed to participants
in January 2002. In July 2001 benefit accruals ceased under the pension plan for
non-broadcasting employees, and that plan is in the process of being terminated.
The Company does not anticipate a reversion of excess plan assets, if any.
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 2001 2000
---------- -----------
Projected benefit obligation - beginning of year $ 26,887 $ 26,940
Service cost 309 1,065
Interest cost 1,871 1,918
Liability experience 2,030 (79)
Benefit payments (10,971) (2,611)
Other (1,534) (346)
---------- -----------
Projected benefit obligation - end of year $ 18,592 $ 26,887
---------- -----------
Fair value of plan assets - beginning of year $ 26,991 $ 28,085
Actual return on plan assets 1,872 1,641
Benefits paid (10,971) (2,611)
Plan expenses (261) (124)
---------- -----------
Fair value of plan assets - end of year $ 17,631 $ 26,991
---------- -----------
60
The composition of the prepaid pension cost and the funded status are as
follows (in thousands):
December 31 2001 2000
--------------- ---------------
Projected benefit obligation $ 18,592 $ 26,887
Fair value of plan assets 17,631 26,991
--------------- ---------------
Funded status (961) 104
Unrecognized prior service cost 165
Unrecognized net gain 422 (970)
--------------- ---------------
Accrued prepaid pension cost $ (539) $ (701)
--------------- ---------------
The net periodic pension cost for the Company's qualified defined benefit
pension plans is as follows (in thousands):
Year Ended December 31 2001 2000 1999
------------ ------------ ------------
Service cost $ 309 $ 1,119 $ 1,590
Interest cost 1,871 1,918 2,106
Expected return on assets (2,044) (2,375) (2,459)
Amortization of transition asset
Amortization of prior service cost 39 45 58
Amortization of (gain) loss (2) 245
Settlement 1,021
Curtailment (1,358)
Other 84
------------ ------------ ------------
Net periodic pension cost $ (162) $ 789 $ 1,540
------------ ------------ ------------
The discount rate used in determining the actuarial present value of the
projected benefit obligation at December 31, 2001 ranged from 6.0% to 7.0%. The
discount rate used in determining the actuarial present value of the projected
benefit obligation at December 31,2000 was 7.75%. The rate of increase in future
compensation ranged from 4.0% to 4.5% in both years. The expected long-term rate
of return on assets ranged from 7.0% to 9.25% in 2001 and 8.5% to 9.25% in 2000.
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 values of the policies as
well as the accrued liability are reported in the financial statements. The
program requires continued employment through the date of expected retirement
and the cost of the program is accrued over the participants' remaining years of
service.
Changes in the projected benefit obligation and accrued pension cost of the
Company's supplemental retirement program are as follows (in thousands):
December 31 2001 2000
--------------- -----------------
Projected benefit obligation - beginning of year $ 12,740 $ 12,459
Service cost 560 417
Interest cost 886 769
Assumption changes 892 158
Liability experience 2,492
Benefit payments (1,268) (1,063)
---------------- -----------------
Projected benefit obligation - end of year 16,302 12,740
Appreciation of policy value (129) 439
Unrecognized net loss (3,573) (794)
---------------- -----------------
Accrued pension cost $ 12,600 $ 12,385
---------------- -----------------
61
The net periodic pension cost for the Company's supplemental retirement
program is as follows (in thousands):
Year Ended December 31 2001 2000 1999
------------ ------------- ------------
nService cost $ 560 $ 417 $ 439
Interest cost 886 769 702
Amortization of transition asset (1) (1) (1)
Amortization of loss 38 72 78
------------ ------------- ------------
Net periodic pension cost $ 1,483 $ 1,257 $ 1,218
------------ ------------- ------------
The discount rate used in determining the actuarial present value of the
projected benefit obligation at December 31, 2001 was 7.25% and 7.75% at
December 31, 2000. The rate of increase in future compensation was 4.5%.
The Company has a defined contribution retirement plan which is qualified
under Section 401(k) of the Internal Revenue Code. All full-time U.S. employees
are eligible to participate. The Company matches employee contributions up to a
maximum of 3% of gross pay. Employer contributions to the plans were $1,786,000,
$1,720,000, and $1,283,000 in 2001, 2000, and 1999, respectively.
Health care and life insurance benefits were provided to all retired
non-broadcasting employees until June 2001 when, coincidental with sale of the
milling businesses, such benefits were terminated. In connection with the
termination, the Company distributed to each retired participant an amount
equivalent to the present value, based on the participant's age and life
expectancy, of the monthly health care premium that was currently being paid on
behalf of the participant. Such payments totaled $772,000. The Company also
distributed to each participant the face value of the group life coverage that
was maintained on behalf of the participant. Such payments totaled $101,000.
62
NOTE 11
SEGMENT INFORMATION
The continuing operations of the Company have been organized into two
principal business segments; broadcasting and real estate. Operating results and
other financial data for each segment are as follows (in thousands):
Corporate, Discontinued
Eliminations Continuing Milling
Broadcasting Real Estate & Other Operations Operations Consolidated
-------------- -------------- -------------- ------------- ---------------- ---------------
Revenue
2001 $ 145,513 $ 16,128 $ 161,641 $ 44,675 $ 206,316
2000 195,812 13,850 209,662 112,102 321,764
1999 152,128 11,747 163,875 114,942 278,817
Income from operations
2001 $ 8,613 $ 6,946 $ (10,845) $ 4,714 $ 538 $ 5,252
2000 51,764 4,875 (7,107) 49,532 (917) 48,615
1999 34,554 3,203 (7,822) 29,935 (5,332) 24,603
Interest expense
2001 $ 266 $ 2,949 $ 14,632 $ 17,847 $ 382 $ 18,229
2000 30 2,880 18,450 21,360 1,782 23,142
1999 18 3,807 8,542 12,367 1,504 13,871
Identifiable assets
2001 $ 341,914 $ 152,997 $ 126,355 $ 621,266 $ 1,851 $ 623,117
2000 356,230 127,681 113,131 597,042 49,762 646,804
1999 405,415 92,256 93,366 591,037 87,475 678,512
Capital expenditures
2001 $ 9,877 $ 32,904 $ 1,603 $ 44,384 $ 50 $ 44,434
2000 32,223 25,203 741 58,167 1,420 59,587
1999 41,584 9,735 170 51,489 4,887 56,376
Depreciation and amortization
2001 $ 19,350 $ 5,270 $ 189 $ 24,809 $ 1,553 $ 26,362
2000 17,293 4,470 126 21,889 4,257 26,146
1999 10,352 4,348 84 14,784 3,191 17,975
Intersegment sales are not significant. Income from operations by business
segment consist of revenue, less operating expenses and depreciation and
amortization. In computing income from operations by business segment, other
income, net, has 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. Capital expenditures for the Fisher Plaza project are allocated to
the broadcasting and real estate segments.
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 $554,000 and $540,000 in
2000 and 1999, respectively.
NOTE 12
ACQUISITIONS
On July 1, 1999, the Company and its broadcasting subsidiary completed the
acquisition of network-affiliated television stations and 50% of the outstanding
stock of a corporation that owns one television station. The acquired properties
were 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.
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 were fully consolidated in the milling segment, now
presented as discontinued operations.
63
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 1999 are as follows:
Year Ended December 31 1999
----------------
(in thousands, except per share amounts. All amounts are unaudited)
Revenue $ 175,398
Broadcasting 11,747
----------------
Real Estate $ 187,145
----------------
Income from continuing operations $ 18,289
Income per share:
From continuing operations $2.14
From continuing operations assuming dilution $2.13
The milling acquisition has been excluded from the above summary as it is
now included in discontinued operations.
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 13
COMMITMENTS AND CONTINGENCIES
In May 1998 the Company began redevelopment of the site on which KOMO
Television was located. The project, known as Fisher Plaza, encompasses several
elements including two new buildings and associated underground parking
facilities that serve the needs of KOMO Television and certain subsidiaries of
the Company as well as third parties. The project is being constructed in two
phases. The first clients of the project began moving into the facility during
May 2000. Completion of the parking facility is anticipated in early 2002 and
completion of the second building is anticipated in Fall 2002.
Estimated cost of the project is $131,400,000. Costs incurred at December
31, 2001 totaled $97,700,000. Financial results for the portion of the project
not occupied by KOMO Television are included in the real estate segment.
The Company is subject to certain legal proceedings that have arisen in the
ordinary course of its business. After consultation with legal counsel
management does not anticipate that disposition of these proceedings will have a
material effect on the consolidated financial position or results of operations.
NOTE 14
SUBSEQUENT EVENTS (Unaudited)
On March 21, 2002, the Company's media services subsidiary entered into a
three-year senior secured credit facility (media facility) with two banks in the
principal amount of $60,000,000 to fund partial payment of the unsecured
revolving line of credit (see Note 6). The media facility is collateralized by a
first deed of trust on the Fisher Plaza property. The maximum amount available
under the media facility may be reduced in August 2003 if the amount outstanding
is equal to or less than a specified percentage of the appraised value of the
Fisher Plaza property at that time. The media facility is governed by a credit
agreement that provides that borrowings will bear interest at variable rates
based, at the media services subsidiary's option, on the LIBOR rate plus a
maximum margin of 450 basis points, or the prime rate plus a maximum margin of
325 basis points. The credit agreement places limitations on various aspects of
the Company's operations (including the payment of dividends and limitations on
capital expenditures), requires compliance with certain financial ratios, and
requires prepayment upon the occurrence of certain events. The media facility
expires March 15, 2005 and the amount outstanding is due and payable on that
date.
On March 21, 2002 the Company obtained from a financial institution a
$42,400,000 loan (margin loan) collateralized by 3,000,000 shares of SAFECO
Corporation common stock owned by the Company. Proceeds from the loan were used
to fund partial payment of the unsecured line of credit and to pay amounts due
under bank lines of credit (see Note 6).
On March 21, 2002, the Company entered into a variable forward sales
transaction (forward transaction) with a financial institution. The Company's
obligations under the forward transaction are collateralized by 3,000,000 shares
of SAFECO Corporation common stock owned by the Company. A portion of the
forward transaction will be considered a derivative and, as such, the Company
will periodically measure its fair value and recognize the derivative as an
asset or a liability. The change in the fair value of the derivative will be
recorded either in the income statement or in other comprehensive income
depending on its effectiveness. Under the terms of the forward
64
transaction, the Company will receive up to $70,000,000. Proceeds from the
forward transaction will be used to repay the margin loan discussed above, to
finance construction of the Fisher Plaza project (see Note 13), and for general
corporate purposes. The forward transaction will mature in five separate
six-month intervals beginning March 15, 2005 through March 15, 2007. The amount
due at each maturity date will be determined based on the market value of
SAFECO common stock on such maturity date. Although the Company will have the
option of settling the amount due in cash, or by delivery of shares of SAFECO
common stock, the Company currently intends to settle in cash rather than by
delivery of shares. The Company may prepay amounts due in connection with the
forward transaction. During the term of the forward transaction, the Company
will continue to receive dividends paid by SAFECO; however, any increase in the
dividend amount above the present rate must be paid to the financial institution
that is a party to the forward transaction.
Also on March 21, 2002, the Company's broadcasting subsidiary entered into
an eight-year credit facility (broadcast facility) with a group of banks in the
amount of $150,000,000, of which $130,000,000 was borrowed at closing, to fund
payment of the senior credit facility (see Note 6), repayment of other
borrowings, and for general corporate purposes. The broadcast facility is
collateralized by a first priority lien on: (i) the broadcasting subsidiary's
capital stock, (ii) all equity interests in direct and indirect subsidiaries of
the broadcast subsidiary, and (iii) all tangible and intangible assets of the
broadcasting subsidiary and its direct and indirect subsidiaries. The broadcast
facility places limitations on various aspects of the broadcast subsidiary's
operations (including the payment of dividends to the Company) and requires
compliance with certain financial ratios. In addition to amortization schedules
that require repayment of all borrowings under the broadcast facility by
February 2010, the amount available under the broadcast facility reduces each
year beginning in 2003. Amounts borrowed under the broadcast facility bear
interest at variable rates based, at the broadcast subsidiary's option, on the
LIBOR rate plus a maximum margin of 425 basis points, or the prime rate plus a
maximum margin of 250 basis points. Maximum margins are determined based on the
broadcasting subsidiary's ratio of consolidated funded debt to consolidated
EBITDA.
65
NOTE 15
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
---------- ---------- ---------- --------- ----------
Revenue
2001 $ 39,233 $ 42,361 $ 37,442 $ 42,605 $ 161,641
Reclassification adjustment 385 387 384
---------- ---------- ---------- --------- ----------
As previously reported $ 39,618 $ 42,748 $ 37,826 $ 42,605 $ 161,641
2000 47,975 53,135 49,878 58,675 209,662
Income from continuing operations
2001 $ (2,315) $ (193) $ (3,666) $ (1,762) $ (7,936)
2000 3,386 5,435 13,319 9,717 31,857
Loss from discontinued operations
2001 $ 0 $ (327) $ 0 $ 0 $ (327)
2000 (1,188) (23) (14,166) (1,950) (17,327)
Net income
2001 $ (2,315) $ (520) $ (3,666) $ (1,762) $ (8,263)
2000 2,198 5,412 (847) 7,767 14,530
Income per share:
From continuing operations
2001 $ (0.27) $ (0.02) $ (0.43) $ (0.20) $ (0.92)
2000 0.40 0.63 1.56 1.14 3.72
From discontinued operations
2001 $ 0.00 $ (0.04) $ 0.00 $ 0.00 $ (0.04)
2000 (0.14) 0.00 (1.66) (0.23) (2.02)
Net income
2001 $ (0.27) $ (0.06) $ (0.43) $ (0.20) $ (0.96)
2000 0.26 0.63 (0.10) 0.91 1.70
Net income per share assuming dilution:
From continuing operations
2001 $ (0.27) $ (0.02) $ (0.43) $ (0.20) $ (0.92)
2000 0.39 0.63 1.55 1.13 3.71
From discontinued operations
2001 $ 0.00 $ (0.04) $ 0.00 $ 0.00 $ (0.04)
2000 (0.14) 0.00 (1.65) (0.23) (2.02)
Net income
2001 $ (0.27) $ (0.06) $ (0.43) $ (0.20) $ (0.96)
2000 0.26 0.63 (0.10) 0.90 1.69
Dividends paid per share
2001 $ 0.26 $ 0.26 $ 0.26 $ 0.26 $ 1.04
2000 0.26 0.26 0.26 0.26 1.04
Common stock closing market prices ( see Note 8)
2001
High $ 61.25 $ 72.89 $ 70.50 $ 54.02 $ 72.89
Low 51.50 50.00 44.50 40.50 40.50
2000
High $ 65.00 $ 83.50 $ 76.00 $ 73.00 $ 83.50
Low 51.50 60.75 71.00 44.00 44.00
66
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Fisher Communications, Inc.
Our audits of the consolidated financial statements referred to in
our report dated March 21, 2002 appearing in this December 31, 2001
Annual Report to the Stockholders of Fisher Communications, Inc. on
Form 10-K also included an audit of the financial statement schedules
listed in Item 14(a) (2) of this Form 10-K. In our opinion, these
financial statement schedules present 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
March 21, 2002
67
Schedule II
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(in thousands)
Year Ended December 31 2001 2000 1999
---------- ---------- ---------
Allowance for doubtful accounts
Balance at beginning of year $ 1,012 $ 2,009 $ 1,356
Additions charged to expense 1,047 1,318 2,333
Acquistions 295
Balances written off, net of
recoveries (1,354) (1,615) (1,975)
Reclassified to net working
capital of discontinued operations (700)
---------- ---------- ---------
Balance at end of year $ 705 $ 1,012 $ 2,009
========== ========== =========
68
Schedule III
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 2001
Cost capitalized
Initial cost to Subsequent to Gross amount at which carried Accumu-
Company Acquisition at December 31, 2001 lated
---------------- ---------------- ----------------------------- depre- Date of
Buildings Land Buildings ciation Comple-
and Carrying and And and tion of Date
Encum- Improve- Improve- costs Improve- Improve- amorti- construc- Acquired
Description Brances Land ments ments (note 2) ments ments Total zation tion (Note 3)
- ----------------- -------- ------ --------- -------- -------- -------- ------- ------- -------- -------- ---------
(in thousands)
MARINA
Marina Mart Moorings Various to
Seattle, WA - (note 4) (note 4) $ 3,514 $ 346 $ 3,168 $ 3,514 $ 1,426 1987 1939
OFFICE
West Lake Union Center
Seattle, WA $22,820 $ 266 $36,253 3,205 1,372 38,352 39,724 11,529 1994
Fisher Business Center
Lynnwood, WA 12,004 2,230 17,850 8,694 3,155 25,619 28,774 11,010 1986 1980
Marina Mart Renovated
Seattle, WA - (note 4) (note 4) 3,579 122 3,457 3,579 1,056 1993
Latitude 47 Restaurant Renovated
Seattle, WA - (note 4) (note 4) 2,333 (note 5) 2,333 2,333 1,085 1987
1530 Building Renovated
Seattle, WA - (note 4) (note 4) 2,291 (note 5) 2,291 2,291 1,102 1985
INDUSTRIAL
Fisher Industrial Park 1982 and
Kent, WA 9,242 2,019 4,739 11,450 4,618 13,590 18,208 7,548 1992 1980
Fisher Commerce Center
Kent, WA 4,088 1,804 4,294 2,301 2,173 6,226 8,399 2,898 Purchased 1989
Pacific North
Equipment, WA - 1,582 1,344 - 1,582 1,344 2,926 1,064 Purchased 1997
Fisher Industrial
Technology Center
Auburn, WA 9,150 3,378 11,540 2,971 3,379 14,511 17,890 324 2000 2000
MISCELLANEOUS
INVESTMENTS,
less than 5% of total - 154 - 532 - 424 424 255 Various Various
------- ------ ------ ------- ------- -------- -------- -------
$57,304 $11,433 $76,020 $40,870 $16,747 $111,315 $128,062 $39,297
======= ======= ======= ======= ======= ======== ======== =======
(Continued)
Life on
which
depre-
ciation
in latest
income
state-
ment is
Description computed
- -------------
MARINA
Marina Mart Moorings
Seattle, WA (note 9)
OFFICE
West Lake Union Center
Seattle, WA (note 9)
Fisher Business Center
Lynnwood, WA (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 (note 9)
Fisher Commerce Center
Kent, WA (note 9)
Pacific North
Equipment
Kent, WA (note 9)
Fisher Industrial
Technology Center
Auburn, WA (note 9)
MISCELLANEOUS
INVESTMENTS,
less than 5% of total (note 9)
(Continued)
69
Schedule III, continued
FISHER COMMUNICATIONS, INC. AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 2001
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, 5 and 6 to
the consolidated financial statements. The Fisher Plaza project is not
included in Schedule III as a substantial portion of the project is occupied
by KOMO TV. Amounts related to the portion of the Fisher Plaza project that
is in service as of December 31, 2001 are: Land and improvements $1,497,000,
buildings and improvements $69,690,000, and accumulated depreciation
$3,305,000.
(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,
2001, 2000, and 1999 are as follows (in thousands):
2001 2000 1999
---- ---- ----
Balance at beginning of year $124,075 $107,055 $113,091
Cost of improvements 4,684 17,020 2,239
Cost of properties sold (319) (8,090)
Cost of improvements retired (117) (185)
-------- -------- -------
Balance at end of year $128,323 $124,075 $107,055
======== ======== =======
(7) The changes in accumulated depreciation and amortization for the years
ended December 31, 2001, 2000, and 1999 are as follows (in thousands):
2001 2000 1999
---- ---- ----
Balance at beginning of year $35,431 $32,042 $32,995
Depreciation and amortization charged to operations 3,928 3,389 3,970
Retirements and other (62) (4,923)
------- ------- -------
Balance at end of year $39,297 $35,431 $32,042
======= ======= =======
(8) The aggregate cost of properties for Federal income tax purposes is
approximately $128,368,000 at December 31, 2001.
(9) Reference is made to note 1 to the consolidated financial statements for
information related to depreciation.
70
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 22nd day of
March, 2002.
FISHER COMMUNICATIONS, 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 22, 2002
- ------------------------------ Officer, and Director
William W. Krippaehne Jr.
Principal Operating Officer
/s/ Warren J. Spector Executive Vice President and March 22, 2002
- --------------------- Chief Operating Officer
Warren J. Spector
Chief Financial and Accounting Officer:
/s/ David D. Hillard Senior Vice President and March 22, 2002
- -------------------- Chief Financial Officer, and
David D. Hillard Assistant Secretary
A Majority of the Board of Directors:
/s/ James W. Cannon Director March 22, 2002
- -------------------
James W. Cannon
/s/ Phelps K. Fisher Director March 22, 2002
- --------------------
Phelps K. Fisher
/s/ Donald G. Graham, III Director March 22, 2002
- -------------------------
Donald G. Graham, III
/s/ Robin J. Campbell Knepper Director March 22, 2002
- -----------------------------
Robin J. Campbell Knepper
/s/ John D. Mangels Director March 22, 2002
- -------------------
John D. Mangels
71
Signatures Title Date
- ---------- ----- ----
/s/ Jean F. McTavish Director March 22, 2002
- --------------------
Jean F. McTavish
/s/ Jacklyn F. Meurk Director March 22, 2002
- --------------------
Jacklyn F. Meurk
/s/ George F. Warren, Jr. Director March 22, 2002
- -------------------------
George F. Warren, Jr.
/s/ William W. Warren, Jr. Director March 22, 2002
- --------------------------
William W. Warren, Jr.
72
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)).
2.4* Purchase Agreement, dated May 8, 2000, by and between Fisher Broadcasting
Inc, Fisher Broadcasting-Fresno and AK Media Group (filed as Exhibit 10.1
of the Company's Current Report on Form 8-K dated May 8, 2000
(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* Articles of Amendment to the Amended and Restated Articles of
Incorporation filed March 8, 2001 (filed as Exhibit 3.3 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 (File No. 000-22439)).
3.4 Bylaws.
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 (filed as Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 000-22439)).
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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 (filed as Exhibit 10.4 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 000-22439)).
10.5* 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)).
10.6* 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)).
10.7* 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)).
10.8* 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)).
10.9* 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)).
10.10* 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 (filed as Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 000-22439)).
10.11* Form of Demand Note between the Registrant and certain of its
directors and affiliates of its directors (filed as Exhibit 10.18 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 000-22439)).
10.12* Agreement dated June 29,2000 between Patrick M. Scott, Karen L. Scott,
Fisher Companies Inc., and Fisher Broadcasting Inc. (filed as Exhibit
10.1 to the Company's Quarterly Report for the period ended September
30, 2000 (File No. 000-22439)).
10.13* Agreement dated March 31, 2000 between Fisher Mills Inc. and R. Bryce
Seidl. (Filed as Exhibit 10.21 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2000. (File No.
000-22439)).
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10.14* Amended and Restated Fisher Communications Incentive Plan of 1995.
(Filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 (File No. 000-22439)).
10.15* Fisher Communications Incentive Plan of 2001. (Filed as Exhibit 10.23
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (File No. 000-22439)).
10.16* Asset Purchase Agreement, dated March 16, 2001, between Pendleton
Flour Mills, L.L.C., Fisher Mills Inc., Fisher Mills - Blackfoot
L.L.C., and Fisher Properties Inc. (Filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed dated March 16, 2001 (File
No. 000-22439)).
10.17 Station Affiliation Agreement between Fox Broadcasting Company and
Fisher Broadcasting - Georgia, L.L.C., regarding WXTX TV, dated April
20, 2001.
10.18 Station Affiliation Agreement between Fox Broadcasting Company and
Fisher Broadcasting - Georgia, L.L.C., regarding WFXG TV, dated April
20, 2001.
10.19 Investor CreditLine Service Client Agreement, dated as of February 30,
2002, between the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
10.21 Amended and Restated Indicative Term Sheet, effective as of March 21, 2002
between the Registrant and Merrill Lynch International.
10.22 Credit Agreement among Fisher Broadcasting Company as Borrower, Its
Domestic Subsidiaries as Guarantors, the Lenders Parties Thereto, First
Union National Bank, as Administrative Agent, Bank of America, N.A. and
The Bank of New York, as Co-Syndication Agents, and National City Bank, as
Documentation Agent dates as of March 21, 2002
10.23 Loan Agreement dated as of March 21, 2002 among Fisher Media Services
Company as the Borrower, Bank of America, as the Agent, and Bank of
America, N.A. U.S. Bank National Association, as the Lenders
21.1 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, 2001 and any and all amendments
thereto, signed by James W. Cannon, Phelps K. Fisher, Donald G.
Graham, Jr., 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.
* Incorporated by reference.
75