<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from ________________ to _______________
Commission File Number 0-22439
FISHER COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
WASHINGTON 91-0222175
-------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number
1525 ONE UNION SQUARE
600 University Street
Seattle, Washington 98101-3185
(Address of Principal Executive Offices) (Zip Code)
(206) 624-2752
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes___X___ No_______
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common Stock, $2.50 par value, outstanding as of June 30, 1997: 4,267,516
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following Consolidated Financial Statements are presented for the
Registrant, Fisher Companies Inc. and wholly owned subsidiaries.
1. Consolidated Statement of income:
Six months ended June 30, 1997 and 1996.
2. Consolidated Balance sheet:
June 30, 1997 and December 31, 1996.
3. Consolidated Statement of Cash Flows:
Six months ended June 30, 1997 and 1996.
4. Notes to Consolidated Financial Statements.
1
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
June 30 June 30
1997 1996 1997 1996
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(In thousands except share and per share amounts)
(Unaudited)
Sales and other revenue:
Broadcasting $ 56,053 $ 50,886 $ 30,836 $ 28,591
Milling 64,344 65,178 32,759 33,929
Real estate 5,717 7,993 2,905 5,076
Corporate and other, primarily dividends and interest income 1,793 2,130 897 1,073
- ---------------------------------------------------------------------------------------------------------------
127,907 126,187 67,397 68,669
- ---------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of products and services sold 81,327 81,528 41,251 42,078
Selling expenses 9,012 7,955 4,681 4,099
General, administrative and other expenses 18,194 15,708 9,251 7,634
- ---------------------------------------------------------------------------------------------------------------
108,533 105,191 55,183 53,811
- ---------------------------------------------------------------------------------------------------------------
Income from operations 19,374 20,996 12,214 14,858
Interest expense 2,790 2,712 1,408 1,375
- ---------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 16,584 18,284 10,806 13,483
Provision for federal and state income taxes 5,668 6,270 3,771 4,713
- ---------------------------------------------------------------------------------------------------------------
Net income $ 10,916 $ 12,014 $ 7,035 $ 8,770
- ---------------------------------------------------------------------------------------------------------------
Net income per common share $2.55 $2.82 $1.64 $2.06
- ---------------------------------------------------------------------------------------------------------------
Weighted average common shares and equivalents outstanding 4,286,519 4,265,172 4,290,588 4,265,172
- ---------------------------------------------------------------------------------------------------------------
Dividends declared per share $1.72
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
<S> <C> <C>
- -------------------------------------------------------------------------------------------
ASSETS
- -------------------------------------------------------------------------------------------
(In thousands except share amounts)
(Current year unaudited)
Current Assets:
Cash and short-term cash investments $ 4,149 $ 5,116
Receivables 42,807 44,759
Inventories 14,539 13,199
Prepaid expenses 5,125 7,859
Television and radio broadcast rights 2,901 5,383
- -------------------------------------------------------------------------------------------
Total current assets 69,521 76,316
- -------------------------------------------------------------------------------------------
Marketable Securities, at market value 143,618 121,545
- -------------------------------------------------------------------------------------------
Other Assets:
Cash value of life insurance and retirement deposits 9,721 9,362
Television and radio broadcast rights 204 317
Intangible assets, net of amortization 50,185 47,982
Other 3,808 4,033
- -------------------------------------------------------------------------------------------
63,918 61,694
- -------------------------------------------------------------------------------------------
Property, Plant and Equipment, net 139,030 134,594
- -------------------------------------------------------------------------------------------
$416,087 $394,149
- -------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 14,776 $ 9,258
Trade accounts payable 5,782 8,674
Accrued payroll and related benefits 4,003 4,536
Television and radio broadcast rights payable 1,248 5,036
Income taxes payable 1,817 1,147
Other current liabilities 3,161 5,244
- -------------------------------------------------------------------------------------------
Total current liabilities 30,787 33,895
- -------------------------------------------------------------------------------------------
Long-term Debt, net of current maturities 62,218 65,713
- -------------------------------------------------------------------------------------------
Other Liabilities:
Accrued retirement benefits 11,697 11,924
Deferred income taxes 57,166 49,483
Television and radio broadcast rights payable, long-term portion 79 296
Deposits and retainage payable 729 676
- -------------------------------------------------------------------------------------------
69,671 62,379
- -------------------------------------------------------------------------------------------
Minority Interests 33 33
- -------------------------------------------------------------------------------------------
Stockholders' Equity:
Common stock, shares authorized 12,000,000, $2.50 par value;
issued 4,267,516 in 1997 and 4,265,172 in 1996 10,669 10,663
Capital in excess of par 258 48
Unrealized gain on marketable securities, net of deferred
income taxes of $49,889 in 1997 and $42,164 in 1996 92,652 78,304
Retained earnings 149,799 143,114
- -------------------------------------------------------------------------------------------
253,378 232,129
- -------------------------------------------------------------------------------------------
$416,087 $394,149
- -------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended June 30 1997 1996
- -------------------------------------------------------------------------------------------
<S> <C> <C>
(In thousands)
(Unaudited)
Cash flows from operating activities:
Net income $ 10,916 $ 12,014
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,960 5,073
Noncurrent deferred income taxes (42) 690
Issuance of stock pursuant to vested stock rights
and related tax benefit 187
Gain on sale of real estate (2,300)
Change in operating assets and liabilities:
Receivables 1,952 (688)
Inventories (1,340) (7,748)
Prepaid expenses 2,734 3,317
Cash value of life insurance and retirement deposits (359) 38
Other assets 225 (400)
Trade accounts payable, accrued payroll and related
benefits and other current liabilities (5,508) 3,962
Income taxes payable 670 726
Accrued retirement benefits (227) (52)
Deposits and retainage payable 53 (83)
Amortization of television and radio broadcast rights 4,065 3,964
Payments for television and radio broadcast rights (5,475) (4,766)
- -------------------------------------------------------------------------------------------
Net cash provided by operating activities 13,811 13,747
- -------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of real estate 2,860
Purchase assets of radio stations (3,949) (36,614)
Purchase of property, plant and equipment (8,650) (4,926)
- -------------------------------------------------------------------------------------------
Net cash used in investing activities (12,599) (38,680)
- -------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net borrowings under notes payable 5,571 (537)
Borrowings under borrowing agreements and mortgage loans 44,000
Payments on borrowing agreements and mortgage loans (3,548) (29,405)
Proceeds received from exercise of stock options 29
Cash dividends paid (4,231) (3,716)
- -------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (2,179) 10,342
- -------------------------------------------------------------------------------------------
Net change in cash and short-term cash investments (967) (14,591)
Cash and short-term cash investments, beginning of period 5,116 19,489
- -------------------------------------------------------------------------------------------
Cash and short-term cash investments, end of period $ 4,149 $ 4,898
- -------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
FISHER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited financial information furnished herein, in the opinion of
management, reflects all adjustments which are necessary to state fairly the
consolidated financial position, results of operations, and cash flows of
Fisher Companies Inc. (the "Company") as of and for the periods indicated.
The Company presumes that users of the interim financial information herein
have read or have access to the Company's audited consolidated financial
statements and that the adequacy of additional disclosure needed for a fair
presentation, except in regard to material contingencies or recent
subsequent events, may be determined in that context. Accordingly, footnote
and other disclosures which would substantially duplicate the disclosures
contained in Form 10 for the year ended December 31, 1996 filed on June 18,
1997 by the Company have been omitted. The financial information herein is
not necessarily representative of a full year's operations.
2. In February 1997, Statement of Financial Accounting Standards No. 128,
Earnings per Share (SFAS 128), was issued. This pronouncement modifies the
calculation and disclosure of earnings per share (EPS) and will be adopted
by the Company in its financial statements for the year ended December 31,
1997. Early adoption is not permitted. After the adoption date, EPS data for
all periods presented, including quarterly financial data, is required to be
restated to conform to the provisions of SFAS 128. Adoption of SFAS 128 is
not expected to have a material impact on the Company's EPS.
In July 1997, Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information (SFAS
131), was issued. This pronouncement modifies the required disclosures of
segment information on a quarterly and an annual basis. SFAS 131 is required
to be adopted by the Company for the year ended December 31, 1998. Early
adoption is permitted. The Company is currently reviewing the requirements
of SFAS 131 and has not made a decision regarding its impact on the
Company's disclosures or its period of adoption.
3. Inventories are summarized as follows (in thousands):
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
------- -----------
<S> <C> <C>
Finished products $ 4,079 $ 4,758
Raw materials 10,277 8,255
Spare parts and supplies 183 186
------- -------
$14,539 $13,199
======= =======
</TABLE>
4. Dividends declared in March 1996 were payable quarterly at the rate of $.43
per share. In December 1996 an annual dividend in the amount of $1.96 per
share was declared, payable quarterly during 1997 at the rate of $.49 per
share.
5
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
- -------------------------------------------------------------------------
Sales and other revenue for the six months ended June 30, 1997 increased by
$1,720,000 or 1.4% to $127,907,000 from $126,187,000 for the six months ended
June 30, 1996. Broadcasting operations had an increase in sales and other
revenue of 10.2% while sales and other revenue for milling and real estate
operations decreased 1.3% and 28.5%, respectively. Sales and other revenue for
the corporate segment declined as a result of reduced interest income from
short-term cash investments which were used to partially fund the June 1996
radio acquisition.
Cost of products and services sold for the six months ended June 30, 1997
decreased by $201,000 or .2% to $81,327,000 from $81,528,000 for the six months
ended June 30, 1996. The decrease reflects lower costs to produce flour offset
by increased costs to acquire and produce broadcasting programming. As a
percentage of sales and other revenue, cost of products and services sold was
63.6% and 64.6% for the six months ended June 30, 1997 and 1996, respectively.
The decrease in cost of products and services sold as a percentage of sales and
other revenue was due primarily to improved margins at broadcasting and milling
operations.
Selling expenses for the six months ended June 30, 1997 increased by $1,057,000
or 13.3% to $9,012,000 from $7,955,000 for the six months ended June 30, 1996.
The increase is the result of increased commissions and related expenses
resulting from increased broadcasting revenue, increased volume of flour sold,
and additional selling expenses incurred at recently acquired radio stations.
As a percentage of sales and other revenue, selling expenses were 7.0% and 6.3%
for the six months ended June 30, 1997 and 1996, respectively.
General and administrative expenses for the six months ended June 30, 1997
increased by $2,486,000 or 15.8% to $18,194,000 from $15,708,000 for the six
months ended June 30, 1996. The increase relates primarily to general and
administrative expenses at recently acquired radio stations as well as increased
personnel and other administrative expense at each segment. As a percentage of
sales and other revenue, general and administrative expenses were 14.2% and
12.4% for the six months ended June 30, 1997 and 1996, respectively.
Interest expense for the six months ended June 30, 1997 increased by $78,000 or
2.9% to $2,790,000 from $2,712,000 for the six months ended June 30, 1996. The
increase in interest expense is due to higher average long-term debt balances
outstanding during the six months ended June 30, 1997 compared to the six months
ended June 30, 1996. The average interest rate was 7.0% during both periods.
Provision for federal and state income taxes for the six months ended June 30,
1997 decreased by $602,000 or 9.6% to $5,668,000 from $6,270,000 for the six
months ended June 30, 1996. For the six months ended June 30, 1997 and 1996,
the Company's effective tax rate was 34.2% and 34.3%, respectively.
6
<PAGE>
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
- -----------------------------------------------------------------------------
Sales and other revenue for the three months ended June 30, 1997 decreased by
$1,272,000 or 1.9% to $67,397,000 from $68,669,000 for the three months ended
June 30, 1996. Broadcasting operations had an increase in sales and other
revenue of 7.9% while sales and other revenue for milling and real estate
operations decreased 3.4% and 42.8%, respectively. Sales and other revenue for
the corporate segment declined as a result of reduced interest income from
short-term cash investments which were used to partially fund the June 1996
radio acquisition.
Cost of products and services sold for the three months ended June 30, 1997
decreased by $827,000 or 2.0% to $41,251,000 from $42,078,000 for the three
months ended June 30, 1996. The decrease reflects lower costs to produce flour
offset by increased costs to acquire and produce broadcasting programming. As a
percentage of sales and other revenue, cost of products and services sold was
61.2% and 61.3% for the three months ended June 30, 1997 and 1996, respectively.
Selling expenses for the three months ended June 30, 1997 increased by $582,000
or 14.2% to $4,681,000 from $4,099,000 for the three months ended June 30, 1996.
The increase is the result of increased commissions and related expenses
resulting from increased broadcasting revenue, increased volume of flour sold,
and additional selling expenses incurred at recently acquired radio stations.
As a percentage of sales and other revenue, selling expenses were 6.9% and 6.0%
for the three months ended June 30, 1997 and 1996, respectively.
General and administrative expenses for the three months ended June 30, 1997
increased by $1,617,000 or 21.2% to $9,251,000 from $7,634,000 for the three
months ended June 30, 1996. The increase relates primarily to general and
administrative expenses at recently acquired radio stations as well as increased
personnel and other administrative expense at each segment. As a percentage of
sales and other revenue, general and administrative expenses were 13.7% and
11.1% for the three months ended June 30, 1997 and 1996, respectively.
Interest expense for the three months ended June 30, 1997 increased by $33,000
or 2.4% to $1,408,000 from $1,375,000 for the three months ended June 30, 1996.
The increase in interest expense is due to higher average long-term debt
balances outstanding during the three months ended June 30, 1997 compared to the
three months ended June 30, 1996.
Provision for federal and state income taxes for the three months ended June 30,
1997 decreased by $942,000 or 20.0% to $3,771,000 from $4,713,000 for the three
months ended June 30, 1996. For the three months ended June 30, 1997 and 1996,
the Company's effective tax rate was 34.9% and 35.0%, respectively.
BROADCASTING OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
- -------------------------------------------------------------------------
Broadcasting revenue for the six months ended June 30, 1997 increased by
$5,167,000 or 10.2% to $56,053,000 from $50,886,000 for the six months ended
June 30, 1996. The increase in broadcasting revenue is, in part, due to revenue
earned at KWJJ-AM/FM and six radio stations in
7
<PAGE>
eastern Washington and Montana which were acquired between May 1996 and January
1997. These stations contributed net revenue of approximately $3,300,000 during
the six months ended June 30, 1997. Revenue from the Company's Seattle radio
stations (KOMO-AM, KVI-AM and KPLZ-FM) increased $1,913,000 or 23.8% over the
six months ended June 30, 1996 due to a strong advertising market during the six
months ended June 30, 1997.
Operating income for the six months ended June 30, 1997 increased by $1,486,000
or 10.3% to $15,914,000 from $14,428,000 for the six months ended June 30, 1996.
The increase in operating income is the result of increased revenue. As a
percentage of broadcasting revenue, operating income was 28.4% in both years.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
- -----------------------------------------------------------------------------
Broadcasting revenue for the three months ended June 30, 1997 increased by
$2,245,000 or 7.9% to $30,836,000 from $28,591,000 for the three months ended
June 30, 1996. Net revenue from recently acquired radio stations, as explained
above, was approximately $1,700,000 during the three months ended June 30, 1997.
Revenue from the Company's Seattle radio stations increased $900,000 or 21.0%
over the three months ended June 30, 1996 due to a strong advertising market.
Operating income for the three months ended June 30, 1997 increased by $210,000
or 2.0% to $10,654,000 from $10,444,000 for the three months ended June 30,
1996. The increase in operating income is the result of increased revenue. As
a percentage of broadcasting revenue, operating income was 34.6% and 36.5% for
the three months ended June 30, 1997 and 1996, respectively.
MILLING OPERATIONS
Six months ended June 30, 1997 compared to six months ended June 30, 1996
- -------------------------------------------------------------------------
Revenue from the milling subsidiary for the six months ended June 30, 1997
decreased by $834,000 or 1.3% to $64,344,000 from $65,178,000 for the six months
ended June 30, 1996. Milling division revenue increased $1,743,000 or 4.5%, due
to an increase in flour sales volume partially offset by declining prices.
Revenue from food distribution decreased $2,430,000 or 9.1% as sales volume and
prices decreased.
Operating income for the six months ended June 30, 1997 increased by $18,000 or
1.3% to $1,449,000 from $1,431,000 for the six months ended June 30, 1996. As a
percentage of milling revenue, operating income was 2.3% and 2.2% for the six
months ended June 30, 1997 and 1996, respectively. The gross margin percentage
for the milling division was 10.3% and 9.5% for the six months ended June 30,
1997 and 1996, respectively. The gross margin percentage for the food
distribution division was 16.7% and 14.0% for the six months ended June 30, 1997
and 1996, respectively. Operating income as a percent of revenue increased due
to improved margins partially offset by increases in selling and general and
administrative expenses associated with growth of the milling segment.
8
<PAGE>
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
- -----------------------------------------------------------------------------
Revenue from the milling subsidiary for the three months ended June 30, 1997
decreased by $1,170,000 or 3.4% to $32,759,000 from $33,929,000 for the three
months ended June 30, 1996. Milling division revenue was approximately the same
in both periods as an increase in flour sales volume partially offset by
declining prices. Revenue from food distribution decreased $1,221,000 or 8.9%
as sales volume and prices decreased.
Operating income for the three months ended June 30, 1997 decreased by $199,000
or 24.1% to $625,000 from $824,000 for the three months ended June 30, 1996. As
a percentage of milling revenue, operating income was 1.9% and 2.4% for the
three months ended June 30, 1997 and 1996, respectively. The gross margin
percentage for the milling division was 11.6% and 9.4% for the three months
ended June 30, 1997 and 1996, respectively. The gross margin percentage for the
food distribution division was 16.1% and 13.7% for the three months ended June
30, 1997 and 1996, respectively. Operating income as a percent of revenue
increased due to improved margins partially offset by increases in selling and
general and administrative expenses associated with growth of the milling
segment.
REAL ESTATE OPERATIONS
Six months ended June 30, 1997 compared to six months ended June 30, 1996
- -------------------------------------------------------------------------
Real estate revenue for the six months ended June 30, 1997 decreased by
$2,276,000 or 28.5% to $5,717,000 from $7,993,000 for the six months ended June
30, 1996. The decrease in real estate revenue reflects a non-recurring gain on
the sale of real estate of $2,300,000 in April 1996; no sale of real estate
occurred in the six months ended June 30, 1997. Average occupancy levels for
the six months ended June 30, 1997 and 1996 were 96.6% and 95.2%, respectively.
Operating income for the six months ended June 30, 1997 decreased by $2,437,000
or 58.8% to $1,705,000 from $4,142,000 for the six months ended June 30, 1996.
As a percentage of revenue, operating income was 29.8% and 51.8% for the six
months ended June 30, 1997 and 1996, respectively. The decrease in operating
income as a percentage of real estate revenue was due to the 1996 real estate
gain referred to above as well as to higher personnel costs and other expenses
in 1997.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
- -----------------------------------------------------------------------------
Real estate revenue for the three months ended June 30, 1997 decreased by
$2,171,000 or 42.8% to $2,905,000 from $5,076,000 for the three months ended
June 30, 1996. The decrease in real estate revenue is primarily due to the
absence of a gain on sale of real estate amounting to $2,300,000 which occurred
in April 1996, offset by an increase in rental income.
Operating income for the three months ended June 30, 1997 decreased by
$2,221,000 or 71.6% to $883,000 from $3,104,000 for the three months ended June
30, 1996. As a percentage of revenue, operating income was 30.4% and 61.2% for
the three months ended June 30, 1997 and 1996, respectively. The decrease in
operating income reflects the non-recurring real estate sale referred to above.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had working capital of $38,735,000 and cash and
short-term cash investments totaling $4,149,000. The Company intends to finance
working capital, debt service, capital expenditures and dividend requirements
primarily through operating activities. However, the Company will consider
using available lines of credit to fund acquisition activities and significant
wreal estate project development activities.
Net cash provided by operating activities was $13,811,000 for the six months
ended June 30, 1997. Net cash provided by operating activities consists of the
Company's net income, increased by non-cash expenses such as depreciation and
amortization, and adjusted by changes in components of working capital. Net
cash used in investing activities was $12,599,000 for the six months ended June
30, 1997. The principle uses of cash in investing activities were $3,949,000
for acquisition of the assets of two radio stations in Montana and $8,650,000 to
purchase property, plant and equipment used in operations. Net cash used in
financing activities was $2,179,000 for the six months ended June 30, 1997.
Cash provided for financing activities was obtained through net borrowings of
$5,571,000 under lines of credit and notes from shareholders and directors.
Proceeds from these net borrowings were used to finance acquisition of assets of
two Montana radio stations and purchase of property, plant and equipment to the
extent such purchases exceeded net cash provided by operating activities. In
addition, during the six months ended June 30, 1997 the Company repaid
$3,548,000 due on borrowing agreements and mortgage loans and received proceeds
of $29,000 from the exercise of stock options. Cash paid for dividends to
stockholders totaled $4,231,000 or $.98 per common share.
10
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit 11, Statement re Computation of Per Share Earnings
Exhibit 27, Financial Data Schedule
(b) Reports on Form 8-K: None
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FISHER COMPANIES INC.
(Registrant)
Dated August 4, 1997 /s/ William W. Krippaehne, Jr.
--------------------------- -------------------------------------
William W. Krippaehne, Jr.
President and Chief Executive Officer
Dated August 4, 1997 /s/ David D. Hillard
--------------------------- -------------------------------------
David D. Hillard
Senior Vice President and Chief Financial
Officer
12
<PAGE>
EXHIBIT 11
FISHER COMPANIES INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30
1997 1996 1997 1996
----------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C>
Weighted average common shares
and equivalents outstanding
during the period:
Common shares 4,265,367 4,265,172 4,267,516 4,265,172
Stock options 8,092 12,745
Restricted stock rights 13,060 10,327
----------- ----------- ---------- ----------
Total 4,286,519 4,265,172 4,290,588 4,265,172
=========== =========== ========== ==========
Net income $10,916,000 $12,014,000 $7,035,000 $8,770,000
=========== =========== ========== ==========
Net income per common share $ 2.55 $ $2.82 $ 1.64 $ 2.06
=========== =========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,149
<SECURITIES> 143,618
<RECEIVABLES> 42,807
<ALLOWANCES> 1,558
<INVENTORY> 14,539
<CURRENT-ASSETS> 69,521
<PP&E> 139,030
<DEPRECIATION> 96,285
<TOTAL-ASSETS> 416,087
<CURRENT-LIABILITIES> 30,787
<BONDS> 62,218
0
0
<COMMON> 10,669
<OTHER-SE> 242,709
<TOTAL-LIABILITY-AND-EQUITY> 416,087
<SALES> 125,743
<TOTAL-REVENUES> 127,907
<CGS> 81,327
<TOTAL-COSTS> 81,327
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 557
<INTEREST-EXPENSE> 2,790
<INCOME-PRETAX> 16,584
<INCOME-TAX> 5,668
<INCOME-CONTINUING> 10,916
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,916
<EPS-PRIMARY> 2.55
<EPS-DILUTED> 0
</TABLE>
