<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 September 30, 2000
[_] 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) 404-7000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the 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, $1.25 par value, outstanding as of September 30, 2000:
8,558,042
<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:
Three and nine months ended September 30, 2000 and 1999.
2. Consolidated Balance Sheet:
September 30, 2000 and December 31, 1999.
3. Consolidated Statement of Cash Flows:
Nine months ended September 30, 2000 and 1999.
4. Consolidated Statement of Comprehensive Income:
Three and nine months ended September 30, 2000 and 1999.
5. Notes to Consolidated Financial Statements.
2
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
(in thousands, except share and per share amounts)
(Unaudited)
<S> <C> <C> <C> <C>
Sales and other revenue
Broadcasting $141,435 $102,248 $ 46,539 $ 41,221
Real estate 9,633 9,410 3,386 3,016
Corporate and other, primarily dividends
and interest income 3,515 3,557 1,448 1,272
------------------------------------------------------------------------------------------------------------------
154,583 115,215 51,373 45,509
------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products and services sold 62,796 52,317 20,870 20,163
Selling expenses 16,550 11,530 5,436 4,896
General and administrative expenses 38,840 29,375 13,318 11,789
------------------------------------------------------------------------------------------------------------------
118,186 93,222 39,624 36,848
------------------------------------------------------------------------------------------------------------------
Other income, net 16,034 9,827 16,034
Income from operations
Broadcasting 50,617 20,785 26,944 8,114
Real estate 3,451 12,505 1,403 807
Corporate and other (1,637) (1,470) (564) (260)
------------------------------------------------------------------------------------------------------------------
52,431 31,820 27,783 8,661
Interest expense 16,524 7,107 5,658 5,455
------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income taxes 35,907 24,713 22,125 3,206
Provision for federal and state income taxes 13,767 8,349 8,806 1,088
------------------------------------------------------------------------------------------------------------------
Income from continuing operations 22,140 16,364 13,319 2,118
Loss from discontinued operations of milling
businesses, net of income tax benefit (15,377) (3,640) (14,166) (2,224)
------------------------------------------------------------------------------------------------------------------
Net income $ 6,763 $ 12,724 $ (847) $ (106)
------------------------------------------------------------------------------------------------------------------
Income per share:
From continuing operations $ 2.59 $ 1.91 $ 1.56 $ 0.25
From discontinued operations (1.80) (0.42) (1.66) (0.26)
------------------------------------------------------------------------------------------------------------------
Net income $ 0.79 $ 1.49 $ (0.10) $ (0.01)
------------------------------------------------------------------------------------------------------------------
Income per share assuming dilution:
From continuing operations $ 2.58 $ 1.91 $ 1.55 $ 0.25
From discontinued operations (1.79) (0.43) (1.65) (0.26)
------------------------------------------------------------------------------------------------------------------
Net income $ 0.79 $ 1.48 $ (0.10) $ (0.01)
------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding 8,555 8,548 8,558 8,551
Weighted average shares outstanding
assuming dilution 8,596 8,575 8,612 8,576
Dividends declared per share $ 0.78 $ 0.78 $ 0.26 $ 0.26
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
---------------------------------------------------------------------------------------------------
(in thousands, except share and per share amounts) (Unaudited)
<S> <C>
ASSETS
Current Assets
Cash and short-term cash investments $ 4,131 $ 3,609
Receivables 37,136 59,026
Inventories 13,755
Prepaid income taxes 1,276
Prepaid expenses 3,801 5,948
Television and radio broadcast rights 14,441 10,456
Net working capital of discontinued operations 17,232
---------------------------------------------------------------------------------------------------
Total current assets 76,741 94,070
---------------------------------------------------------------------------------------------------
Marketable Securities, at market value 84,502 79,442
---------------------------------------------------------------------------------------------------
Other Assets
Cash value of life insurance and retirement deposits 11,501 11,637
Television and radio broadcast rights 1,227 1,076
Intangible assets, net of amortization 195,608 244,367
Investments in equity investees 3,112 3,003
Other 8,256 9,290
Net noncurrent assets of discontinued operations 37,589
---------------------------------------------------------------------------------------------------
257,293 269,373
---------------------------------------------------------------------------------------------------
Property, Plant and Equipment, net 216,297 235,627
---------------------------------------------------------------------------------------------------
$ 634,833 $ 678,512
---------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 35,999 $ 22,622
Trade accounts payable 5,289 13,040
Accrued payroll and related benefits 8,928 9,483
Television and radio broadcast rights payable 13,706 10,205
Income taxes payable 7,085
Dividends payable 2,225 2,223
Other current liabilities 2,734 2,538
---------------------------------------------------------------------------------------------------
Total current liabilities 75,966 60,111
---------------------------------------------------------------------------------------------------
Long-term Debt, net of current maturities 251,550 315,552
---------------------------------------------------------------------------------------------------
Other Liabilities
Accrued retirement benefits 13,494 14,028
Deferred income taxes 44,776 44,008
Television and radio broadcast rights payable, long-term portion 892 795
Other liabilities 2,182 2,043
---------------------------------------------------------------------------------------------------
61,344 60,874
---------------------------------------------------------------------------------------------------
Stockholders' Equity
Common stock, shares authorized 12,000,000, $1.25 par value;
issued 8,558,042 in 2000 and 8,550,690 in 1999 10,698 10,688
Capital in excess of par 2,576 2,168
Deferred compensation (331) (534)
Accumulated other comprehensive income - unrealized gain on
marketable securities, net of deferred income taxes of $29,167
in 2000 and $27,396 in 1999 54,167 50,878
Retained earnings 178,863 178,775
---------------------------------------------------------------------------------------------------
245,973 241,975
---------------------------------------------------------------------------------------------------
$ 634,833 $ 678,512
---------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
September 30
2000 1999
---------------------------------------------------------------------------------------------------------------
(in thousands)
(Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 6,763 $ 12,724
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 18,168 12,219
Increase in noncurrent deferred income taxes 1,447 4,902
Issuance of stock pursuant to vested stock rights
and related tax benefit 362 402
Amortization of deferred compensation 239 311
Net (gain) loss in equity investees 282 738
Gain on sale and disposition of property, plant and equipment (427) (9,446)
Gain on sale KJEO TV (15,500)
Net loss from discontinued operations 15,377
Change in operating assets and liabilities
Receivables 11,335 7,104
Inventories 4,214 (3,232)
Prepaid income taxes 1,276 (2,672)
Prepaid expenses 377 2,588
Cash value of life insurance and retirement deposits (528) (335)
Other assets 119 (5,152)
Trade accounts payable, accrued payroll and related
benefits and other current liabilities 3,663 (3,588)
Income taxes payable (426) (457)
Accrued retirement benefits 1,005 360
Deposits and retainage payable 139 622
Amortization of television and radio broadcast rights 11,386 10,130
Payments for television and radio broadcast rights (11,924) (10,828)
---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 47,347 16,390
---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sale of KJEO TV 60,000
Proceeds from sale of property, plant and equipment 1,031 13,100
Investments in equity investees (390) (1,375)
Purchase assets of television and radio stations
and related acquisition costs (221,160)
Purchase of 50% interest in Blackfoot flour mill (19,000)
Purchase of property, plant and equipment (50,186) (37,347)
---------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 10,455 (265,782)
---------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Net borrowings under notes payable 8,601 (1,542)
Borrowings under borrowing agreements 1,000 258,201
Payments on borrowing agreements and mortgage loans (60,227) (1,013)
Proceeds from exercise of stock options 19 33
Cash dividends paid (6,673) (6,751)
---------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (57,280) 248,928
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and short-term cash investments 522 (464)
Cash and short-term cash investments, beginning of period 3,609 3,968
---------------------------------------------------------------------------------------------------------------
Cash and short-term cash investments, end of period $ 4,131 $ 3,504
---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<S> <C> <C> <C> <C>
Net income $ 6,763 $ 12,724 $ (847) $ (106)
Other comprehensive income - unrealized gain (loss) on
marketable securities, net of deferred income taxes 3,289 (28,858) 14,288 (31,948)
--------------------------------------------------------------------------------------------------------------------
Comprehensive income $ 10,052 $ (16,134) $ 13,441 $ (32,054)
--------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<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-K for the year
ended December 31, 1999 filed on March 25, 2000 by the Company have been
omitted. The financial information herein is not necessarily representative
of a full year's operations. Certain 1999 balances, including the gain on
sale of real estate recorded in June 1999, have been reclassified to
conform to 2000 classifications.
2. Discontinued Operations
In March, 2000, U.S. Bancorp Piper Jaffray Inc. (Piper Jaffray) was engaged
as a financial advisor to assist management with the sale of Fisher's flour
milling and bakery products distribution operations (Fisher Mills). Piper
Jaffray has identified certain interested buyers and has provided
meaningful information regarding the range of proceeds expected to be
received. Based on such information, on October 27, 2000 the Board of
Directors authorized management to negotiate on 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 operation in Management's Discussion and
Analysis of Financial Position and Results of Operations and the
accompanying financial statements. On November 11, 2000 the Company entered
into a non-binding letter of intent for the sale of the assets used in the
Seattle, Blackfoot, and Portland flour milling operations to a U.S. company
and a foreign company. Consummation of the transaction is subject to a
number of considerations including, without limitation, necessary
government approvals and final approval of the boards of directors of the
parties.
The loss from discontinued operations of the milling businesses is
summarized as follows (in thousands):
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Loss from operations:
before income taxes $ 2,627 $ 5,602 $ 690 $ 3,421
income tax benefit (962) (1,962) (236) (1,197)
---------- ---------- ---------- ----------
1,665 3,640 454 2,224
---------- ---------- ---------- ----------
Estimated loss from disposal of
milling businesses:
before income taxes 21,096 21,096
income tax benefit (7,384) (7,384)
---------- ---------- ---------- ----------
13,712 13,712
---------- ---------- ---------- ----------
$ 15,377 $ 3,640 $ 14,166 $ 2,224
========== ========== ========== ==========
</TABLE>
Net working capital of discontinued operations includes cash, receivables,
inventories, and prepaid expenses, less accounts payable and current
liabilities relating to the discontinued milling operations. Net noncurrent
assets of discontinued operations includes the estimated fair value of
property, plant and equipment and other noncurrent assets less noncurrent
liabilities relating to the discontinued milling operations.
Sales and other revenue of the discontinued milling operations for the nine
month periods ended September 30, 2000 and 1999 were $83,526,000 and
$84,082,000, respectively; and $27,494,000 and $30,536,000, respectively,
for the three month periods ended September 30, 2000 and 1999.
3. Inventories of the discontinued milling operations are summarized as
follows (in thousands):
December 31
1999
-----------
Finished products $ 6,079
Raw materials 7,552
Spare parts and supplies 124
---------
$ 13,755
=========
7
<PAGE>
4. In June 1998, Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (FAS 133), was
issued. This pronouncement standardizes the accounting for derivative
instruments by requiring that an entity recognize those items as assets or
liabilities in the financial statements and measure them at fair value. FAS
133 is required to be adopted by the Company for the year ending December
31, 2001. The Company is currently reviewing the requirements of FAS 133
and assessing its impact on the Company's financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB 101) which must be adopted by the Company by December 31, 2000. SAB
101 provides additional guidance on revenue recognition as well as criteria
for when revenue is generally realized and earned. The Company is currently
reviewing the requirements of SAB 101 and assessing its impact on the
Company's financial statements.
5. Acquisitions:
On July 1, 1999 the Company and its broadcasting subsidiary completed the
acquisition of ten network-affiliated television stations and 50% of the
outstanding stock of a corporation that owns one television station. The
acquired properties are in seven markets located in California, the Pacific
Northwest, and Georgia. Total consideration was $216.7 million, which
included $7.6 million of working capital. Funding for the transaction was
from an eight-year senior credit facility in the amount of $230 million.
Also on July 1, 1999, the Company and its milling subsidiary purchased from
Koch Agriculture Company its 50% interest in the limited liability company
(LLC) which owns and operates flour milling facilities in Blackfoot, Idaho.
The $19 million purchase price was funded from bank lines of credit. Prior
to July 1, the milling subsidiary used the equity method to account for its
50% interest in the LLC. Subsequent to the acquisition the LLC became a
wholly-owned subsidiary and operating results are fully consolidated in the
milling segment.
The above transactions are accounted for under the purchase method.
Accordingly, the Company has recorded identifiable assets and liabilities
of the acquired properties at their fair market value. The excess of the
purchase price over the fair market value of the assets acquired has been
allocated to goodwill. The results of operations of the acquired properties
are included in the financial statements from the date of acquisition.
Unaudited pro forma results as if the acquired television properties had
been included in the financial results during the nine months ended
September 30, 1999 are as follows:
Nine
months
ended
September 30
1999
------------
(in thousands, except per share amounts)
Sales and other revenue
Broadcasting $ 125,423
Real Estate 9,410
Corporate and other 3,557
----------
$ 138,390
==========
Income from continuing operations $ 11,592
Income per share:
From continuing operations $ 1.36
From continuing operations assuming dilution $ 1.35
The milling acquisition has been excluded from the above summary as it is
now included in discontinued operations.
8
<PAGE>
6. Borrowing and swap agreements:
In June 1999 the Company entered into an eight-year senior secured credit
facility (senior credit facility) with a group of banks in the amount of
$230,000,000 to finance the acquisition of television stations described in
Note 5 above and for general corporate purposes. The senior credit facility
is secured by a first priority perfected security interest in the
broadcasting subsidiary's capital stock that is owned by the Company. The
senior credit facility also places limitations on various aspects of the
Company's operations (including the payment of dividends) and requires
compliance with certain financial ratios. In addition to an amortization
schedule which requires repayment of all borrowings under the senior credit
facility by June 2007, the amount available under the senior credit
facility reduces each year beginning in 2002. Amounts borrowed under the
senior credit facility bear interest at variable rates based on the
Company's ratio of funded debt to operating cash flow. At September 30,
2000, $160,875,000 was outstanding under the senior credit facility at a
blended interest rate of 8.67%.
In August 1999 the Company entered into an interest rate swap contract
fixing the interest rate at 6.52%, plus a margin based on the Company's
ratio of funded debt to operating cash flow, on $90 million floating rate
debt outstanding under the senior credit facility. The notional amount of
the swap reduces as payments are made on principal outstanding under the
senior credit facility until termination of the contract on December 30,
2004.
7. Income per share is computed as follows:
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding during the period 8,555,367 8,547,697 8,558,042 8,550,690
Dilutive effect of:
Restricted stock rights 10,037 13,879 8,470 12,657
Stock options 30,461 13,314 45,217 12,650
------------- ------------- ------------- ------------
Weighted average shares
outstanding assuming dilution 8,595,865 8,574,890 8,611,729 8,575,997
============= ============= ============= ============
Income from continuing operations $ 22,140,000 $ 16,364,000 $ 13,319,000 $ 2,118,000
Loss from discontinued operations of
milling businesses, net of income
tax benefit $ (15,377,000) $ (3,640,000) $ (14,166,000) $ (2,224,000)
------------- ------------- ------------- ------------
Net income $ 6,763,000 $ 12,724,000 $ (847,000) $ (106,000)
============= ============= ============= ============
Income per share:
From continuing operations $ 2.59 $ 1.91 $ 1.56 $ 0.25
From discontinued operations $ (1.80) $ (0.42) $ (1.66) $ (0.26)
------------- ------------- ------------- ------------
Net income $ 0.79 $ 1.49 $ (0.10) $ (0.01)
============= ============= ============= ============
Income per share assuming dilution:
From continuing operations $ 2.58 $ 1.91 $ 1.55 $ 0.25
From discontinued operations $ (1.79) $ (0.43) $ (1.65) $ (0.26)
------------- ------------- ------------- ------------
Net income $ 0.79 $ 1.48 $ (0.10) $ (0.01)
============= ============= ============= ============
</TABLE>
8. Sale of broadcast entity:
On May 8, 2000, the Company's broadcasting subsidiary entered into an
agreement to sell its wholly owned membership interest in a limited
liability company, which owns and operates KJEO-TV in Fresno, CA, for $60
million. The sale, which was subject to approval of disclosure schedules
and to regulatory approvals, was completed on August 1, 2000 resulting in a
gain of $15,500,000 which is included in Other income, net. Net proceeds
from the sale were used to reduce the senior credit facility and other
borrowings.
9
<PAGE>
9. Segment information:
The operations of the company have been organized into three principal
business segments; broadcasting, milling, and real estate. Intersegment sales
are not significant. Income from operations by business segment cosist of total
sales and other revenue, plus other income, net, less operating expenses. In
computing income from operations by business segment, interest income and
dividends from marketable securities have not been added, and interest expense,
income taxes and unusual items have not been deducted. Identifiable assets by
business segment are those assets used in the operations of each segment.
Corporate assets are principally marketable securities. Identifiable assets for
each segment are as follows:
September 30 December 31
2000 1999
------------ -----------
Broadcasting $ 362,531 $ 405,415
Real estate 123,009 92,256
Corporate 94,472 93,366
------------ -----------
Continuing operations 580,012 591,037
Discontinued operations 54,821 87,475
------------ -----------
$ 634,833 $ 678,512
------------ -----------
10
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS
This discussion is intended to provide an analysis of significant trends and
material changes in the Company's financial position and operating results
during the three and nine month periods ended September 30, 2000 compared with
the same periods in 1999.
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 are in seven markets located in California, the Pacific
Northwest, and Georgia (the "Fisher Television Regional Group"). Total
consideration was $216.7 million, which included $7.6 million of working capital
(primarily accounts receivable and prepaid expenses, less accounts payable and
other current liabilities). Funding for the transaction was from a senior credit
facility in the amount of $230 million.
On July 1, 1999, the Company and the milling subsidiary purchased the remaining
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 of
the Blackfoot facility are fully consolidated in the milling segment.
In March, 2000, U.S. Bancorp Piper Jaffray Inc. (Piper Jaffray) was engaged as a
financial advisor to assist management with the sale of Fisher's flour milling
and bakery products distribution operations (Fisher Mills). Piper Jaffray has
identified certain interested buyers and has provided meaningful information
regarding the range of proceeds expected to be received. Based on such
information, on October 27, 2000 the Board of Directors authorized management to
negotiate on 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 operation in
Management's Discussion and Analysis of Financial Position and Results of
Operations and the accompanying financial statements. On November 11, 2000 the
Company entered into a non-binding letter of intent for the sale of the assets
used in the Seattle, Blackfoot, and Portland flour milling operations to a U.S.
company and a foreign company. Consummation of the transaction is subject to a
number of considerations including, without limitation, necessary government
approvals and final approval of the boards of directors of the parties.
On August 1, 2000, the Company's 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.
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.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated net income for the nine months ended September 30, 2000 amounted to
$6,763,000 compared with $12,724,000 reported for the nine months ended
September 30, 1999. Excluding loss from discontinued operations of the milling
businesses, income from continuing operations for the nine months ended
September 30, 2000 was $22,140,000 compared with 16,364,000 reported last year.
This year's results include after tax gains from the sale of KJEO-TV, amounting
to $9,168,000, and a small parcel of real estate, amounting to $347,000.
Excluding these non-recurring gains and the real estate gain of $6,392,000, net
of tax, recognized in June 1999, income from continuing operations for the nine
months ended September 30, 2000 increased 26.6% compared with the nine months
ended September 30, 1999.
Consolidated net income for the three months ended September 30, 2000 was a loss
of $847,000, compared with a loss of $106,000 reported for the third quarter of
1999. Excluding loss from discontinued operations of the milling businesses,
income from continuing operations for the three months ended September 30, 2000
was $13,319,000 compared with $2,118,000 reported last year. Excluding the
non-recurring gains discussed above, income from continuing operations for the
three months ended September 30, 2000 was $3,804,000.
The first clients of the Fisher Plaza project began moving into that facility
during May 2000. Financial results for the project in the nine months ended
September 30 and the third quarter of 2000 were not significant, and are
included in the broadcasting and real estate segments.
11
<PAGE>
Nine months ended September 30, 2000 compared to nine months ended September 30,
1999
Sales and other revenue
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$154,583,000 34.2% $115,215,000
Sales and other revenue increased 38.3% and 2.4% for broadcasting and real
estate operations, respectively, in the nine months ended September 30, 2000.
Broadcasting and real estate operations are discussed further beginning on page
15. Revenue of the corporate segment decreased 1.2%.
Cost of products and services sold
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$62,796,000 20.0% $52,317,000
Percentage of revenue 40.6% 45.4%
The increase in cost of products and services sold in 2000 is primarily
attributable to costs to acquire, produce, and promote broadcast programming at
the newly acquired television stations, which are only included in 1999 results
for the period from July through September. The real estate segment reported a
11.3% decline compared with the nine months ended September 30, 1999, largely
due to depreciation and the costs to operate the properties that were sold in
June 1999. The decrease in the ratio of cost of sales to revenue is due to the
fact that many broadcasting expenses are relatively fixed, and do not vary
significantly with changes in revenue.
Selling expenses
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$16,550,000 43.5% $11,530,000
Percentage of broadcasting revenue 10.7% 10.0%
Selling expenses are incurred by the Broadcasting segment. The increase is a
result of costs incurred by the newly acquired television stations and increased
commissions and related expenses attributable to increased broadcasting revenue.
General and administrative expenses
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$38,840,000 32.2% $29,375,000
Percentage of revenue 25.1% 25.5%
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, employee benefit costs, and costs related to
development of new business opportunities. The corporate segment incurred
increased costs in connection with additional personnel.
Other income, net
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$16,034,000 63.2% $9,827,000
Other income for the nine months ended September 30, 2000 represents gain from
the sale of KJEO-TV amounting to $15,500,000 and gain from sale of a small
parcel of real estate amounting to $534,000. After deducting income taxes, the
gains were $9,618,000 and $347,000, respectively. The 1999 amount represents
gain from the sale of real estate.
12
<PAGE>
Interest expense
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$16,524,000 132.5% $7,107,000
Interest expense includes interest on borrowed funds, loan fees, net payments
under a swap agreement, and is net of interest allocated to discontinued
operations based on net borrowing of the discontinued operations. The increase
in 2000 interest expense compared with 1999 is attributable to funds borrowed to
finance the acquisition of television stations and the acquisition of 50%
interest in the Blackfoot flour mill. 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.
Provision for federal and state income taxes
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$13,767,000 64.9% $8,349,000
Effective tax rate 38.3% 33.8%
The provision for federal and state income taxes varies directly with pre-tax
income. The increase in the effective tax rate for 2000 is largely due to the
fact that income of certain of the newly acquired television stations, and the
gain on sale of KJEO - TV, is subject to state income taxes.
Other comprehensive income
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$3,289,000 N/M $(28,858,000)
Other comprehensive income represents unrealized gain or loss on the Company's
marketable securities, net of deferred income taxes, and varies directly with
fluctuations in the market value of the securities. A significant portion of the
marketable securities consists of 3,002,376 shares of SAFECO Corporation. The
per share market price of SAFECO Corporation common stock was $24.88 at December
31, 1999, $27.25 at September 30, 2000, $42.94 at December 31, 1998, and $28.00
at September 30, 1999. Unrealized gains and losses are a separate component of
stockholders' equity.
Three months ended September 30, 2000 compared to three months ended September
30, 1999
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$51,373,000 12.9% $45,509,000
Sales and other revenue increased 12.9% and 12.3% for broadcasting and real
estate operations, respectively, in the three months ended September 30, 2000.
Broadcasting and real estate operations are discussed further beginning on page
15. Revenue of the corporate segment increased 13.8% as a result of changes in
other revenue.
Cost of products and services sold
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$20,870,000 3.5% $20,163,000
Percentage of revenue 40.6% 44.3%
The increase in cost of products and services sold in third quarter 2000 is
primarily attributable to increased costs to acquire and produce broadcast
programming, partially offset by expense reductions resulting from the sale of
the Fresno television station on August 1. The real estate segment experienced a
nominal increase in costs relating to the opening of Fisher Plaza.
13
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Selling expenses
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$5,436,000 11.0% $4,896,000
Percentage of revenue 10.6% 10.8%
Selling expenses are incurred by the Broadcasting segment. The increase is
primarily a result of increased commissions and related expenses attributable to
increased broadcasting revenue.
General and administrative expenses
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$13,318,000 13.0% $11,789,000
Percentage of revenue 25.9% 25.9%
General and administrative expenses increased in all business segments during
2000. The increase at the broadcasting segment is attributable in large part to
costs related to programming contracts. The real estate segment experienced
increased personnel costs, and the corporate segment incurred increased costs in
connection with additional personnel.
Other income, net
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$16,034,000
Other income for the three months ended September 30, 2000 represents gains,
recorded in the third quarter, from the sale of KJEO-TV amounting to $15,500,000
and from sale of a small parcel of real estate amounting to $534,000. After
deducting income taxes, the gains were $9,618,000 and $347,000, respectively.
The 1999 real estate gain occurred in the second quarter.
Interest expense
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$5,658,000 3.7% $5,455,000
Interest expense includes interest on borrowed funds, loan fees, net payments
under a swap agreement, and is net of interest allocated to discontinued
operations based on net borrowing of the discontinued operations. The increase
in 2000 interest expense compared with 1999 is attributable to funds borrowed to
finance the acquisition of television stations and the acquisition of 50%
interest in the Blackfoot flour mill. 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.
Provision for federal and state income taxes
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$8,806,000 709.3% $1,088,000
Effective tax rate 39.8% 33.9%
The provision for federal and state income taxes varies directly with pre-tax
income. The effective tax rate for 2000 reflects the fact that income of certain
of the newly acquired television stations, and the gain on sale of KJEO - TV, is
subject to state income taxes.
Other comprehensive income
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$14,288,000 N/M $(31,948,000)
Other comprehensive income represents unrealized gain or loss on the Company's
marketable securities, net of deferred income taxes, and varies directly with
fluctuations in the market value of the securities. A significant portion of the
marketable securities consists of 3,002,376 shares of SAFECO Corporation. The
per share market
14
<PAGE>
price of SAFECO Corporation common stock was $19.88 at June 30, 2000, $27.25 at
September 30, 2000, $44.13 at June 30, 1999, and $28.00 at September 30, 1999.
Unrealized gains and losses are a separate component of stockholders' equity.
Broadcasting Operations
Nine months ended September 30, 2000 compared to nine months ended September 30,
1999
Sales and other revenue
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$141,435,000 38.3% $102,248,000
Revenue from the newly acquired television stations totaled $21,350,000 in the
six months ended June 30, 2000. If, for purposes of comparison, that amount is
excluded, sales and other revenue for the nine months ended September 30, 2000
of $120,085,000 would represent a 17.4% increase over the first nine months of
1999. All broadcast groups experienced sales increases. The Seattle, Portland
and Regional television stations experienced high demand for advertising by
political action committees ("PACs") and, to a lesser degree, political
candidates. KOMO Television sales increased 31% for the nine months ended
September 30, 2000 compared to the same period in 1999. During the early part of
this year the sales increases were the product of local, political and, to a
lesser extent, national sales as improved ABC network prime-time program
ratings, the ABC broadcast of the Super Bowl, and a presidential primary
election contributed to increased advertiser demand and higher advertising
rates. While national advertiser demand subsequently softened, increased demand
by PACs and consistent local advertiser demand resulted in continued sales
growth during the third quarter. The same programming factors also benefited
KATU Television in Portland as sales for the nine months ended September 30,
2000 increased 8% compared to 1999. At KATU national sales declined 3% and local
sales improved 4%, with nearly 90% of the improvement the result of political
advertising, primarily from PACs. Revenue from the Fisher Television Regional
Group increased $10.1 million compared with the nine-month period ended
September 30, 1999; however, these stations were owned by the Company only 3
months during that period.
Sales and other revenue from the Company's Seattle radio stations improved 19%
for the nine months ended September 30, 2000 compared to the same period in
1999. Political advertising was not a major factor in the radio market during
this time. Portland radio sales improved 14% due to local sales efforts, even
though national sales declined and the stations had little political
advertising. Revenue from the 21 small market stations in Montana and Wenatchee,
Washington increased 8% for the first nine months of 2000, with growth occurring
in each of the group's five markets.
Income from operations
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$50,617,000 143.5% $20,785,000
Percentage of revenue 35.8% 20.3%
Income from operations for the nine months ended September 30, 2000 includes
gain on the sale of KJEO television in the amount of $15,500,000. Excluding that
gain and operating income from the Fisher Television Regional Group which was
only included in 1999 results for the third quarter, the increase in income from
operations for the nine months ended September 30, 2000 compared with the nine
months ended September 30, 1999 is 55.2%. Each broadcasting group experienced an
improvement compared with the prior year as increases in revenue exceeded
increases in operating expenses.
15
<PAGE>
Three months ended September 30, 2000 compared to three months ended September
30, 1999
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$46,539,000 12.9% $41,221,000
The increase in sales and other revenue during the three months ended September
30, 2000 reflects an increase in political advertising by political candidates
and related PACs. The increases occurred primarily at the Seattle and Portland
television stations and to a lesser extent radio stations.
Sales for the Fisher Television Regional Group declined approximately 8% for the
three months ended September 30, 2000, when compared to the same period during
1999, due to the sale of KJEO-TV which was completed on August 1. If, for
purposes of comparison, KJEO is excluded from both periods, sales for the Fisher
Television Regional Group increased 4.5% for the three months ended September
30, 2000.
Income from operations
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$26,944,000 232.1% $8,114,000
Percentage of revenue 57.9% 19.7%
Income from operations for the third quarter of 2000 includes gain on the sale
of KJEO television in the amount of $15,500,000. Excluding that gain the
improvement compared with the nine months ended September 30, 1999 is 41.0%.
Each broadcasting group except the Fisher Television Regional Group experienced
an improvement compared with the prior year as increases in revenue exceeded
increases in operating expenses.
Real Estate Operations
Nine months ended September 30, 2000 compared to nine months ended September 30,
1999
Sales and other revenue
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$9,633,000 2.4% $9,410,000
The real estate segment includes the Company's real estate subsidiary and the
portion of the Fisher Plaza project not occupied by KOMO Television. 2000
revenue of the real estate segment increased as a result of rent escalations,
and rent received from Fisher Plaza. Rents from Fisher Plaza approximated
$450,000 as the project is currently in the lease-up phase. 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 8.1%. Average occupancy of the real estate
subsidiary's properties during the nine months ended September 30, 2000 and 1999
was 97.5% and 97.8%, respectively
1999 real estate revenue has been reclassified to exclude a gain from
condemnation, in June 1999, of real estate in the amount of $9,827,000, which
has been reclassified to other income for comparability with current year
classifications. There is no effect on income from continuing operations as a
result of this reclassification.
Income from operations
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$3,451,000 -72.4% $12,505,000
Percentage of revenue 35.8% 132.9%
Comparability of results between the periods is impacted by the 1999
condemnation discussed above. Excluding the 1999 real estate transaction,
nine-month 2000 operating income increased 42.4% as a result of gain on sale of
a small office building in the amount of $534,000, increased revenue, and
reduction in operating expenses and depreciation. Operating results of the
Fisher Plaza project were not significant as the project is in the lease-up
phase.
16
<PAGE>
Three months ended September 30, 2000 compared to three months ended September
30, 1999
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$3,386,000 12.3% $3,016,000
The improvement in third quarter 2000 real estate revenue compared with 1999 is
primarily due to the rent received from the Fisher Plaza project.
Income from operations
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$1,403,000 73.9% $807,000
Percentage of revenue 41.4% 26.7%
Third quarter operating income includes a pre-tax gain from the sale of a small
office building amounting to $534,000. The improvement in operating income is
also the result of reductions in operating expenses and depreciation.
Discontinued Operations
Nine months ended September 30, 2000 compared to nine months ended September 30,
1999
Loss from discontinued operations of milling businesses
--------------------------------------------------------------------------------
Nine months ended September 30 2000 % Change 1999
$15,377,000 322.5% $3,640,000
The loss from discontinued operations of milling businesses for the nine months
ended September 30, 2000 includes results of operations of the milling
businesses amounting to $1,655,000, net of income tax benefit of $962,000, and
estimated loss from disposal of the milling businesses amounting to $13,712,000,
net of income tax benefit of $7,384,000. 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 nine months
ended September 30, 1999 represents the results of operations of the milling
businesses during that period.
Three months ended September 30, 2000 compared to three months ended September
30, 1999
Loss from discontinued operations of milling businesses
--------------------------------------------------------------------------------
Three months ended September 30 2000 % Change 1999
$14,166,000 537.0% $2,224,000
The loss from discontinued operations of milling businesses for the three months
ended September 30, 2000 includes results of operations of the milling
businesses amounting to $454,000, net of income tax benefit of $266,000, and the
estimated loss from disposal of the milling businesses amounting to $13,712,000
described above.
The loss from discontinued operations of milling businesses for the three months
ended September 30, 1999 represents the results of operations of the milling
businesses during that period.
Liquidity and Capital Resources
As of September 30, 2000, the Company had working capital of $775,000 and cash
totaling $4,131,000. The Company intends to finance working capital, debt
service, capital expenditures, and dividend requirements primarily through
operating activities. However, the Company will consider using available lines
of credit to fund acquisition activities and significant real estate project
development activities. In this regard, the Company has a five-year unsecured
revolving line of credit (revolving line of credit) with two banks for a maximum
amount of $100,000,000 to finance construction of the Fisher Plaza project and
for general corporate purposes. The revolving line of credit provides that
borrowings under the line will bear interest at variable rates. The revolving
line of credit also places
17
<PAGE>
limitations on the disposition or encumbrance of certain assets and requires the
Company to maintain certain financial ratios.
In June 1999 the Company entered into an eight-year senior secured credit
facility (senior credit facility) with a group of banks in the amount of
$230,000,000 to finance the acquisition of Fisher Television Regional Group and
for general corporate purposes. In addition to an amortization schedule which
requires repayment of all borrowings under the senior credit facility by June
2007, the amount available under the senior credit facility reduces each year
beginning in 2002. Amounts borrowed under the senior credit facility bear
interest at variable rates based on the Company's ratio of funded debt to
operating cash flow. The senior credit facility is secured by a first priority
perfected security interest in the broadcasting subsidiary's capital stock that
is owned by the Company. The senior credit facility also places limitations on
various aspects of the Company's operations (including the payment of dividends)
and requires compliance with certain financial ratios.
In August 1999 the Company entered into an interest rate swap contract fixing
the interest rate at 6.52%, plus a margin based on the Company's ratio of funded
debt to operating cash flow, on $90 million floating rate debt outstanding under
the senior credit facility. The notional amount of the swap reduces as payments
are made on principal outstanding under the senior credit facility until
termination of the contract on December 30, 2004.
On May 8, 2000, the Company's broadcasting subsidiary entered into an agreement
to sell its wholly owned membership interest in a limited liability company,
which owned and operated KJEO-TV in Fresno, CA, for $60 million plus working
capital. The sale, which was subject to approval of disclosure schedules and to
regulatory approvals, was completed on August 1, 2000 resulting in a gain of
$15,500,000 which is included in Other Income, net. Net proceeds were used to
reduce the senior credit facility and other borrowings.
In March, 2000, U.S. Bancorp Piper Jaffray Inc. (Piper Jaffray) was engaged as a
financial advisor to assist management with the sale of Fisher's flour milling
and bakery products distribution operations (Fisher Mills). Piper Jaffray has
identified certain interested buyers and has provided meaningful information
regarding the range of proceeds expected to be received. Based on such
information, 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
Management's Discussion and Analysis of Financial Position and Results of
Operations and the accompanying financial statements.
Net cash provided by operating activities during the nine months ended September
30, 2000 was $47,347,000. Net cash provided by operating activities consists of
the Company's net income, increased by non-cash expenses such as depreciation
and amortization, and adjusted by changes in operating assets and liabilities.
Net cash provided by investing activities during the period was $10,455,000,
principally $60,000,000 proceeds from the sale of KJEO, reduced by $50,186,000
for purchase of property, plant and equipment used in operations (including the
Fisher Plaza project). Net cash used in financing activities was $57,280,000,
including payment of $60,227,000 on borrowing agreements and mortgage loans and
cash dividends paid to stockholders totaling $6,673,000 or $.78 per share.
Borrowings under borrowing agreements and notes payable totaled $9,601,000.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The market risk in the Company's financial instruments represents the potential
loss arising from adverse changes in financial and commodity market prices and
rates. The Company is exposed to market risk in the areas of interest rates,
securities prices and grain prices. These exposures are directly related to its
normal funding and investing activities and to its use of agricultural
commodities in its operations.
Interest Rate Exposure
The Company's strategy in managing exposure to interest rate changes is to
maintain a balance of fixed- and variable-rate instruments. See Note 5 to the
Company's 1999 consolidated financial statements for information regarding the
contractual interest rates of the Company's debt. The Company will also consider
entering into interest rate swap agreements at such times as it deems
appropriate. At September 30, 2000, the fair value of the Company's debt is
estimated to approximate the carrying amount. Market risk is estimated as the
potential change in fair value
18
<PAGE>
resulting from a hypothetical 10 percent change in interest rates, and on the
Company's fixed rate debt, amounts to $1,500,000 at September 30, 2000.
The Company also has $237,193,000 in variable-rate debt outstanding at September
30, 2000. A hypothetical 10 percent change in interest rates underlying these
borrowings would result in a $2,250,000 annual change in the Company's pre-tax
earnings and cash flows.
In August 1999 the Company entered into an interest rate swap agreement fixing
the interest rate at 6.52%, plus a margin based on the Company's ratio of funded
debt to operating cash flow, on $90 million floating rate debt outstanding under
the senior credit facility. The notional amount of the swap reduces as payments
are made on principal outstanding under the senior credit facility until
termination of the contract on December 30, 2004. At September 30, 2000, the
notional amount of the swap was $84,375,000 and the fair value of the swap
agreement was $54,000. A hypothetical 10 percent change in interest rates would
change the fair value of the Company's swap agreement by approximately
$1,170,000 at September 30, 2000.
Marketable Securities Exposure
The fair value of the Company's investments in marketable securities at
September 30, 2000 is $84,502,000. Marketable securities consist of equity
securities traded on a national securities exchange or reported on the NASDAQ
securities market. A significant portion of the marketable securities consists
of 3,002,376 shares of SAFECO Corporation. As of September 30, 2000, these
shares represented 2.4% of the outstanding common stock of SAFECO Corporation.
While the Company has no intention to dispose of its investments in marketable
securities, it has classified its investments as available-for-sale under
applicable accounting standards. Mr. William W. Krippaehne, Jr., President, CEO,
and a Director of the Company, is a Director of SAFECO Corporation. A
hypothetical 10 percent change in market prices underlying these securities
would result in a $8,450,000 change in the fair value of the marketable
securities portfolio. Although changes in securities prices would affect the
fair value of the marketable securities portfolio and cause unrealized gains or
losses, such gains or losses would not be realized unless the investments are
sold.
Commodity Price Exposure
The Company has exposure to adverse price fluctuations associated with its grain
and flour inventories, product gross margins, and certain anticipated
transactions in its milling operations. Commodities such as wheat are purchased
at market prices that are subject to volatility. As an element of its strategy
to manage the risk of market price fluctuations, the Company enters into various
exchange-traded futures contracts. The Company closely monitors and manages its
exposure to market risk on a daily basis in accordance with formal policies
established for this activity. These policies limit the level of exposure to be
hedged. All transactions involving derivative financial instruments are required
to have a direct relationship to the price risk associated with existing
inventories or future purchase and sales of its products.
The Company enters into both forward purchase and sales commitments for wheat
and flour. At the same time, the Company enters into generally matched
transactions using offsetting forward commitments and/or exchange-traded futures
contracts to hedge against price fluctuations in the market price of wheat.
The Company determines the fair value of its exchange-traded contracts based on
the settlement prices for open contracts, which are established by the exchange
on which the instruments are traded. The margin accounts for open commodity
futures contracts, which reflect daily settlements as market values change,
represent the Company's basis in those contracts. As of September 30, 2000, the
carrying value of the Company's investment in commodities futures contracts and
the total net deferred gains and losses on open contracts were immaterial. At
September 30, 2000, the actual open positions of these instruments and the
potential near-term losses in earnings, fair value, and/or cash flows from
changes in market rates or prices were not material.
The planned disposition of the milling businesses will eliminate the Company's
exposure to fluctuations in commodity prices.
19
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to various claims, legal actions
and complaints in the ordinary course of their businesses. In the Company's
opinion, all such matters are adequately covered by insurance, are without merit
or are of such kind, or involve such amounts, that unfavorable disposition would
not have a material adverse effect on the consolidated financial position or
results of operations of the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10.1 Agreement dated June 29, 2000 between Patrick M.
Scott, Karen L. Scott, Fisher Companies Inc.,
and Fisher Broadcasting Inc.
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
A report on Form 8-K was filed with the Commission on July 6, 2000 announcing
the retirement of Patrick M. Scott, President and CEO of Fisher Broadcasting
Inc.
20
<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 November 14, 2000 /s/ Warren J. Spector
---------------------- --------------------------------------
Warren J. Spector
Executive Vice President and Chief
Operating Officer
Dated November 14, 2000 /s/ David D. Hillard
---------------------- --------------------------------------
David D. Hillard
Senior Vice President and Chief
Financial Officer
21
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
10.1 Agreement dated June 29, 2000 between Patrick M. Scott,
Karen L. Scott, Fisher Companies Inc., and Fisher
Broadcasting Inc.
27.1 Financial Data Schedule for quarterly period ended
September 30, 2000.
22
