<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, 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) 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, $1.25 par value, outstanding as of June 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 six months ended June 30, 2000 and 1999.
2. Consolidated Balance Sheet:
June 30, 2000 and December 31, 1999.
3. Consolidated Statement of Cash Flows:
Six months ended June 30, 2000 and 1999.
4. Consolidated Statement of Comprehensive Income:
Three and six months ended June 30, 2000 and 1999.
5. Notes to Consolidated Financial Statements.
2
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ITEM 1 - FINANCIAL STATEMENTS
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30 June 30
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(in thousands, except per share amounts)
Sales and other revenue
Broadcasting $ 94,896 $ 61,027 $50,063 $32,905
Milling 55,809 53,546 28,616 26,547
Real estate 6,107 16,221 2,960 13,042
Corporate and other, primarily dividend income 2,431 2,285 1,263 1,187
-------------------------------------------------------------------------------------------------------------
159,243 133,079 82,902 73,681
-------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products and services sold 90,045 78,724 45,457 39,004
Selling expenses 14,586 10,502 7,473 5,538
General, administrative and other expenses 30,971 22,270 15,623 11,398
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135,602 111,496 68,553 55,940
-------------------------------------------------------------------------------------------------------------
Income from operations
Broadcasting 23,703 12,671 13,841 8,881
Milling (1,232) (1,576) 109 (986)
Real estate 1,956 11,698 828 10,665
Corporate and other (786) (1,210) (429) (819)
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23,641 21,583 14,349 17,741
Interest expense 11,796 2,256 5,851 1,207
-------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 11,845 19,327 8,498 16,534
Provision for federal and state income taxes 4,235 6,497 3,086 5,694
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Net income $ 7,610 $ 12,830 $ 5,412 $10,840
-------------------------------------------------------------------------------------------------------------
Net income per share $ 0.89 $ 1.50 $ 0.63 $ 1.27
Net income per share assuming dilution $ 0.89 $ 1.50 $ 0.63 $ 1.26
Weighted average shares outstanding 8,554 8,546 8,557 8,550
Weighted average shares outstanding assuming dilution 8,589 8,574 8,614 8,576
Dividends declared per share $ 0.52 $ 0.52 $ 0.26 $ 0.26
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(in thousands, except share and per share amounts) (Unaudited)
ASSETS
Current Assets
Cash and short-term cash investments $ 4,018 $ 3,609
Receivables 53,629 59,026
Inventories 9,264 13,755
Prepaid income taxes 1,276
Prepaid expenses 6,743 5,948
Television and radio broadcast rights 4,897 10,456
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Total current assets 78,551 94,070
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Marketable Securities, at market value 62,521 79,442
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Other Assets
Cash value of life insurance and retirement deposits 11,984 11,637
Television and radio broadcast rights 871 1,076
Intangible assets, net of amortization 241,874 244,367
Investments in equity investees 2,912 3,003
Other 9,264 9,290
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266,905 269,373
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Property, Plant and Equipment, net 262,588 235,627
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$670,565 $678,512
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 38,199 $ 22,622
Trade accounts payable 10,552 13,040
Accrued payroll and related benefits 9,283 9,483
Television and radio broadcast rights payable 3,255 10,205
Income taxes payable 953
Dividends payable 2,225 2,223
Other current liabilities 2,183 2,538
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Total current liabilities 66,650 60,111
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Long-term Debt, net of current maturities 311,204 315,552
---------------------------------------------------------------------------------------------------------------------------
Other Liabilities
Accrued retirement benefits 14,856 14,028
Deferred income taxes 39,362 44,008
Television and radio broadcast rights payable, long-term portion 647 795
Other liabilities 3,170 2,043
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58,035 60,874
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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 (411) (534)
Accumulated other comprehensive income - unrealized gain
on marketable securities, net of deferred
income taxes of $21,474 in 2000 and $47,560 in 1999 39,879 50,878
Retained earnings 181,934 178,775
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234,676 241,975
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$670,565 $678,512
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</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30
2000 1999
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
(in thousands)
Cash flows from operating activities
Net income $ 7,610 $ 12,830
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 11,584 6,877
Increase in noncurrent deferred income taxes 1,276 3,823
Issuance of stock pursuant to vested stock rights
and related tax benefit 363 402
Amortization of deferred compensation 159 201
Net (gain) loss in equity investees (34) 783
(Gain) loss on sale and disposition of property, plant and equipment 5 (9,827)
Change in operating assets and liabilities
Receivables 5,916 1,714
Inventories 4,636 (3,435)
Prepaid income taxes 1,276
Prepaid expenses (802) 824
Cash value of life insurance and retirement deposits (347) (286)
Other assets 26 (9,093)
Income taxes payable 953 (195)
Trade accounts payable, accrued payroll and related
benefits and other current liabilities (3,732) 4,140
Accrued retirement benefits 828 (278)
Other liabilities 1,127 197
Amortization of television and radio broadcast rights 7,729 6,235
Payments for television and radio broadcast rights (9,063) (7,353)
----------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 29,510 7,559
----------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 292 13,100
Investments in equity investees 125 (1,157)
Purchase of property, plant and equipment (36,317) (19,824)
----------------------------------------------------------------------------------------------------------
Net cash used in investing activities (35,900) (7,881)
----------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Net borrowings under notes payable 11,767 3,702
Borrowings under borrowing agreements 3,000 222,000
Payments on borrowing agreements and mortgage loans (3,538) (673)
Proceeds from exercise of stock options 19 34
Cash dividends paid (4,449) (4,501)
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Net cash provided by financing activities 6,799 220,562
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Net increase in cash and short-term cash investments 409 220,240
Cash and short-term cash investments, beginning of period 3,609 3,968
----------------------------------------------------------------------------------------------------------
Cash and short-term cash investments, end of period $ 4,018 $224,208
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</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
FISHER COMPANIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30 June 30
2000 1999 2000 1999
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(In thousands)
Net income $ 7,610 $12,830 $ 5,412 $10,840
Other comprehensive income -- unrealized gain (loss)
on marketable securities, net of deferred income taxes (10,999) 3,090 (13,654) 7,767
----------------------------------------------------------------------------------------------------------
Comprehensive income $ (3,389) $15,920 $ (8,242) $18,607
----------------------------------------------------------------------------------------------------------
</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 have been reclassified
to conform to 2000 classifications.
2. Inventories are summarized as follows (in thousands):
June 30 December 31
2000 1999
------------------ -----------------
Finished products $ 5,609 $ 6,079
Raw materials 3,537 7,552
Spare parts and supplies 118 124
------------------ -----------------
$ 9,264 $ 13,755
------------------ -----------------
3. 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.
4. 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, 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.
7
<PAGE>
Unaudited pro forma results as if the acquired properties had been included
in the financial results during the three and six months ended June 30,
1999 are as follows:
Six Three
months months
ended ended
June 30 June 30
1999 1999
------------- -------------
(in thousands, except per share amounts)
Sales and other revenue
Broadcasting $ 84,085 $41,288
Milling 53,546 26,547
Real Estate 16,221 13,042
Corporate and other 2,402 1,304
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$156,254 $82,181
------------- -------------
Net income $ 8,058 $ 9,013
Net income per share $ 0.94 $ 1.05
Net income per share assuming dilution $ 0.94 $ 1.05
5. 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 4 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 June 30, 2000,
$222,187,500 was outstanding under the senior credit facility at a blended
interest rate of 8.79%.
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.
8
<PAGE>
6. Income per share is computed as follows:
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30 June 30
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding during the period: 8,554,007 8,546,168 8,557,281 8,549,952
Dilutive effect of:
Restricted stock rights 10,833 14,506 8,965 13,088
Stock options 24,382 13,652 47,932 12,886
--------------- --------------- --------------- ---------------
Weighted average shares
outstanding assuming dilution 8,589,222 8,574,326 8,614,178 8,575,926
--------------- --------------- --------------- ---------------
Net income $7,610,000 $12,830,000 $5,412,000 $10,840,000
Net income per common share $ 0.89 $ 1.50 $ 0.63 $ 1.27
Net income per common share assuming dilution $ 0.89 $ 1.50 $ 0.63 $ 1.26
</TABLE>
7. Sale of broadcast entity and subsequent event:
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 plus working capital. The sale, which was subject to approval of
disclosure schedules and to regulatory approvals, was completed on August
1, 2000. Net proceeds were used to reduce the senior credit facility and
other borrowings.
9
<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 six month periods ended June 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 and
$2,998,000 was recognized in December.
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.
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 six months ended June 30, 2000 decreased 40.7%
compared with the six months ended June 30, 1999, from $12,830,000 to
$7,610,000. Excluding the real estate gain recognized in June 1999 discussed
above, consolidated net income for the six months ended June 30, 2000 increased
18.1% compared with the six months ended June 30, 1999. Several factors which
are a direct result of the acquisitions described above impacted first half 2000
pre-tax income, including interest expense of approximately $10,100,000 and
amortization of intangible assets of approximately $2,400,000 relating to the
acquisition of the Fisher Television Regional Group, interest expense of
approximately $800,000 relating to the acquisition of the remaining 50% interest
in the Blackfoot facility, and additional operating expense incurred as a result
of owning 100% of the Blackfoot facility.
Consolidated net income for the three months ended June 30, 2000 decreased 50.1%
compared with the three months ended June 30, 1999, from $10,840,000 to
$5,412,000. Excluding the real estate gain recognized in June 1999 discussed
above, consolidated net income for the three months ended June 30, 2000
increased 21.6% compared with the three months ended June 30, 1999. Factors
which are a direct result of the acquisitions described above which impacted
second quarter 2000 pre-tax income include interest expense of approximately
$5,000,000 and amortization of intangible assets of approximately $1,200,000
relating to the acquisition of the Fisher Television Regional Group, interest
expense of approximately $460,000 relating to the acquisition of the remaining
50% interest in the Blackfoot facility, and additional operating expense
incurred as a result of owning 100% of the Blackfoot facility.
The first clients of the Fisher Plaza project began moving into that facility
during May 2000. Financial results for the project in the first half and second
quarter of 2000 were modest, and are included in the corporate segment.
Six months ended June 30, 2000 compared to six months ended June 30, 1999
-------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$159,243,000 19.7% $133,079,000
If the newly acquired television stations were excluded from first half 2000
results and the real estate gain were excluded from first half 1999 results,
consolidated sales and other revenue would represent an 11.8% increase over the
first half of 1999. Increases in sales and other revenue during the six months
ended June 30, 2000, compared with the similar period of 1999, were 55.5% for
broadcasting operations (20.4% excluding the newly acquired
10
<PAGE>
television stations), 4.2% for milling operations, and 6.4% for the corporate
segment. Revenue from real estate operations declined 62.4% (4.5% excluding the
1999 real estate gain). The increase in corporate segment revenue is principally
attributable to an increase in dividends from marketable securities.
Cost of products and services sold
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$90,045,000 14.4% $78,724,000
Percentage of revenue 56.5% 59.2%
The increase in cost of products and services sold in 2000 is primarily
attributable to increased costs to acquire and produce broadcast programming at
the newly acquired television stations. Cost of products and services sold at
the milling segment increased 3.4% mainly due to increased sales by the
distribution division. The real estate segment reported a 19.8% decline compared
with the six months ended June 30, 1999, largely due to depreciation and the
costs to operate and maintain the properties that were sold in June 1999.
Selling expenses
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$14,586,000 38.9% $10,502,000
Percentage of revenue 9.2% 7.9%
The principal causes of the increase in selling expenses are additional
compensation and commissions associated with increasing broadcasting revenue and
selling expenses amounting to $3,361,000 incurred at the newly acquired
television stations.
General and administrative expenses
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$30,971,000 39.1% $22,270,000
Percentage of revenue 19.4% 16.7%
General and administrative expenses increased at each business segment, with
approximately $5,800,000 attributable to the newly acquired television stations,
including amortization of intangible assets. Each business segment also incurred
increased costs related to personnel and employee benefits, and other
administrative expenses.
Interest expense
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$11,796,000 422.9% $2,256,000
Interest expense includes interest on borrowed funds, loan fees, and net
payments under a swap agreement. The increase in 2000 interest expense compared
with 1999 is primarily attributable to funds borrowed to finance the acquisition
of television stations and the acquisition of the remaining 50% interest in the
Blackfoot flour mill. Interest incurred on 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
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$4,235,000 -34.8% $6,497,000
Effective tax rate 35.8% 33.6%
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 is subject
to state income taxes.
11
<PAGE>
Other comprehensive income
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$(10,999,000) -456.0% $3,090,000
Other comprehensive income represents the change in the fair market value of the
Company's marketable securities, net of deferred income taxes, measured from the
end of the preceding year through the end of the respective quarter ended June
30. 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, $19.88 at June 30, 2000, $42.94 at
December 31, 1998, and $44.13 at June 30, 1999. Unrealized gains and losses are
a separate component of stockholders' equity.
Three months ended June 30, 2000 compared to three months ended June 30, 1999
-----------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$82,902,000 12.5% $73,681,000
If the newly acquired television stations were excluded from second quarter 2000
results and the real estate gain were excluded from second quarter 1999 results,
consolidated sales and other revenue would represent a 9.8% increase over the
three months ended June 30, 1999. Increases in sales and other revenue during
the three months ended June 30, 2000, compared with the similar period of 1999,
were 52.1% for broadcasting operations (18.0% excluding the newly acquired
television stations), 7.8% for milling operations, and 6.4% for the corporate
segment. Revenue from real estate operations declined 77.3% (8.0% excluding the
1999 real estate gain). The increase in corporate segment revenue is principally
attributable to an increase in dividends from marketable securities.
Cost of products and services sold
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$45,457,000 16.5% $39,004,000
Percentage of revenue 54.8% 52.9%
The increase in cost of products and services sold in 2000 is primarily
attributable to increased costs to acquire and produce broadcast programming at
the newly acquired television stations. Cost of products and services sold at
the milling segment increased 5.5% mainly due to increased sales by the
distribution division. The real estate segment reported a 23.8% decline compared
with the six months ended June 30, 1999, largely due to depreciation and the
costs to operate and maintain the properties that were sold in June 1999.
Selling expenses
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$7,473,000 34.9% $5,538,000
Percentage of revenue 9.0% 7.5%
Principal causes of the increase in selling expenses are additional compensation
and commissions associated with increasing broadcasting revenue and selling
expenses amounting to $1,730,000 at the newly acquired television stations.
General and administrative expenses
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$15,623,000 37.1% $11,398,000
Percentage of revenue 18.8% 15.5%
General and administrative expenses increased at each business segment, with
approximately $2,750,000 attributable to the newly acquired television stations,
including amortization of intangible assets. Each business segment also incurred
increased costs related to personnel and employee benefits, and other
administrative expenses.
12
<PAGE>
Interest expense
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$5,851,000 384.8% $1,207,000
Interest expense includes interest on borrowed funds, loan fees, and net
payments under a swap agreement. The increase in second quarter 2000 interest
expense compared with the same period of 1999 is primarily attributable to funds
borrowed to finance the acquisition of television stations and the acquisition
of the remaining 50% interest in the Blackfoot flour mill. Interest incurred on
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 June 30 2000 % Change 1999
$3,086,000 -45.8% $5,694,000
Effective tax rate 36.3% 34.4%
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 is subject
to state income taxes.
Other comprehensive income
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$(13,654,000) -275.8% $7,767,000
Other comprehensive income represents the change in the fair market value of the
Company's marketable securities, net of deferred income taxes, measured from the
end of the preceding quarter through the end of the respective quarter ended
June 30. 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 $26.56 at March 31, 2000, $19.88 at June 30, 2000,
$40.44 at March 31, 1999, and $44.13 at June 30, 1999. Unrealized gains and
losses are a separate component of stockholders' equity.
BROADCASTING OPERATIONS
Six months ended June 30, 2000 compared to six months ended June 30, 1999
-------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$94,896,000 55.5% $61,027,000
Revenue from the newly acquired television stations totaled $21,300,000 in the
six months ended June 30, 2000. Excluding the newly acquired stations, first
half 2000 sales and other revenue from broadcasting operations would represent a
20.6% increase over first half 1999. Revenue from KOMO Television in Seattle
increased approximately $7,500,000 during the six months ended June 30, 2000.
Increases in all advertising categories were partially offset by a decline in
network compensation. Revenue from KATU Television in Portland increased
approximately $1,000,000. Increases in local and political advertising were
partially offset by declines in national advertising sales and network
compensation. Revenue from radio operations increased approximately $3,500,000,
including $2,600,000 from the Company's Seattle radio stations (KOMO AM, KVI AM
and KPLZ-FM), $444,000 from Portland radio operations (KWJJ-FM and KOTK), and
$415,000 from the 21 small market stations in Montana and Eastern Washington.
First half 2000 revenue from the broadcasting segment's satellite and program
content production and syndication businesses increased approximately $500,000
compared with the same period of 1999.
13
<PAGE>
Income from operations
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$23,703,000 87.1% $12,671,000
Percentage of revenue 25.0% 20.8%
Income from operations of the newly acquired television stations was
approximately $2,900,000 in the six months ended June 30, 2000. Excluding the
newly acquired stations, the increase in income from operations for the first
half compared with the first half of 1999 is principally due to revenue growth
at each broadcasting station. Exclusive of the newly acquired stations, costs to
acquire and produce broadcast programming increased modestly; selling expenses
increased as a result of, and to promote, increased sales; and general and
administrative expenses increased due to increases in employee benefit costs,
legal expenses and provision for doubtful accounts.
Three months ended June 30, 2000 compared to three months ended June 30, 1999
-----------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$50,063,000 52.1% $32,905,000
Revenue from the newly acquired television stations totaled $11,200,000 in the
three months ended June 30, 2000. Excluding the newly acquired stations, second
quarter 2000 sales and other revenue from broadcasting operations would
represent a 17.9% increase over second quarter 1999. Revenue from KOMO
Television in Seattle increased approximately $3,000,000 during the three months
ended June 30, 2000. Revenue from KATU Television in Portland increased
approximately $630,000. Reasons for the fluctuations are reviewed in the
discussion of first half results above. Revenue from radio operations increased
approximately $2,000,000, including $1,500,000 from the Company's Seattle radio
stations, $208,000 from Portland radio operations, and $266,000 from the 21
small market stations in Montana and Eastern Washington. Second quarter 2000
revenue from the broadcasting segment's satellite and program content production
and syndication businesses increased approximately $327,000 compared with the
same period of 1999.
Income from operations
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$13,841,000 55.8% $8,881,000
Percentage of revenue 27.7% 27.0%
Income from operations of the newly acquired television stations was
approximately $2,100,000 in the three months ended June 30, 2000. Excluding the
newly acquired stations, the increase in income from operations for the second
quarter compared with the second quarter of 1999 is principally due to revenue
growth at each broadcasting station. Exclusive of the newly acquired stations,
costs to acquire and produce broadcast programming increased modestly; selling
expenses increased as a result of, and to promote, increased sales; and general
and administrative expenses increased due to increases in employee benefit
costs, legal expenses and provision for doubtful accounts.
MILLING OPERATIONS
Six months ended June 30, 2000 compared to six months ended June 30, 1999
-------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$55,809,000 4.2% $53,546,000
Milling segment results for 2000 include 100% of the operating results of the
Blackfoot Mill. On July 1, 1999, Fisher acquired the 50% interest in this
facility previously owned by Koch Agriculture. Prior to July 1, 1999 this
investment was accounted for using the equity method and Fisher's 50% interest
in net operating results was included in general and administrative expenses.
Sales and other revenue at the flour milling division, including 100% of the
Blackfoot mill sales, increased 1% compared with 1999. Volume of flour sold
increased 13.7% while average flour prices, which are largely dependent on the
cost of wheat purchased to produce flour, declined 2.9%. Volume of flour sold
increased due to the inclusion
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<PAGE>
of Blackfoot sales volume in 2000 results. Distribution division sales and other
revenues increased 4.9% compared with the same six months of 1999. The Rancho
Cucamonga Distribution Center, which serves the Southern California market,
contributed to the majority of the improvement primarily as a result of the
acquisition of a small bakery distributor in February 2000.
Income from operations
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$(1,232,000) -21.8% $(1,576,000)
Percentage of revenue -2.2% -2.9%
Income from operations is determined by deducting operating expenses from gross
margin on sales. During the first six months of 2000 the milling division
experienced improved gross margins due to increased sales volumes, which were
partially offset by a reduction in flour prices. Manufacturing yields improved
due, in part, to operating efficiencies at the Blackfoot Mill. Gross margin for
the distribution division declined, primarily due to competitive market
conditions. Overall operating expenses for the milling segment declined compared
with the first half of 1999, due to reductions in provisions for doubtful
accounts, and delivery and other expenses.
Three months ended June 30, 2000 compared to three months ended June 30, 1999
-----------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$28,616,000 7.8% $26,547,000
Sales and other revenue at the flour milling division, including 100% of the
operating results of the Blackfoot Mill, increased $1,238,000 in the second
quarter 2000 compared to 1999. Volume of flour sold increased 19.1% while
average flour prices declined 4.2%. Distribution division sales and other
revenue increased $659,000 compared with the second quarter of 1999. The Rancho
Cucamonga Distribution Center, which serves the Southern California market,
contributed to the majority of the improvement primarily as a result of the
acquisition in February 2000 of a small bakery distributor.
Income from operations
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$109,000 N/M $(986,000)
Percentage of revenue 0.4% -3.7%
The improvement in second quarter operating income, compared with 1999, is due
to expense reductions and to improved margins at the milling division due to
increased sales volumes and improvement in manufacturing yields resulting, in
part, from operating efficiencies at the Blackfoot Mill. Margins for the
distribution division declined due primarily to competitive market conditions.
REAL ESTATE OPERATIONS
Six months ended June 30, 2000 compared to six months ended June 30, 1999
-------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$6,107,000 -62.4% $16,221,000
1999 real estate revenue included gain from condemnation of real estate in the
amount of $9,827,000. Comparability of 2000 results is also impacted by the loss
of revenue from the two properties sold in June, 1999. Excluding the effect of
those items, first half real estate revenue increased 3.6% compared with the
same period of 1999. Average occupancy during the six months ended June 30, 2000
and 1999 was 98.5% and 97.2%, respectively.
15
<PAGE>
Income from operations
--------------------------------------------------------------------------------
Six months ended June 30 2000 % Change 1999
$1,956,000 -83.3% $11,698,000
Percentage of revenue 32.0% 72.1%
Comparability of first half 2000 results is impacted by the effects of the 1999
condemnation of real estate discussed above. Excluding the 1999 real estate
transaction, first half 2000 operating income improved 21% as a result of
increased revenue and reductions in operating expenses and depreciation.
Three months ended June 30, 2000 compared to three months ended June 30, 1999
-----------------------------------------------------------------------------
Sales and other revenue
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$2,960,000 -77.3% $13,042,000
The decrease in second quarter 2000 real estate revenue is primarily due to the
gain from condemnation of real estate realized in June, 1999. Excluding that the
effects of the condemnation, second quarter revenue was unchanged from the
similar quarter of 1999.
Income from operations
--------------------------------------------------------------------------------
Three months ended June 30 2000 % Change 1999
$828,000 -92.2% $10,665,000
Percentage of revenue 28.0% 81.8%
The decline in income from operations for the quarter ended June 30, 2000 is
attributable to the real estate condemnation discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company had working capital of $11,901,000 including
cash and short-term cash investments totaling $4,018,000. 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 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 owns and operates KJEO-TV in Fresno, CA, for $60
16
<PAGE>
million plus working capital. The sale, which was subject to approval of
disclosure schedules and to regulatory approvals, was completed on August 1,
2000. Net proceeds were used to reduce the senior credit facility and other
borrowings.
On March 8, 2000, the Board of Directors approved management's recommendation to
engage U.S. Bancorp Piper Jaffray Inc. to assist with the sale of the milling
businesses. Offers received from potential purchasers are subject to acceptance
of the Board of Directors. In the event of a sale, net proceeds will be used to
reduce the senior credit facility.
Net cash provided by operating activities during the six months ended June 30,
2000 was $29,510,000. Net cash provided by operating activities consists of the
Company's net income, increased by non-cash expenses such as depreciation and
amortization, and adjusted by changes in operating assets and liabilities. Net
cash used in investing activities during the period was $35,900,000, principally
$36,317,000 for purchase of property, plant and equipment used in operations
(including the Fisher Plaza project). Net cash provided by financing activities
was $6,799,000, including borrowings under borrowing agreements and notes
payable totaling $14,767,000, payment of $3,538,000 due on borrowing agreements
and mortgage loans, and cash dividends paid to stockholders totaling $4,449,000
or $.52 per share.
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 June 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 resulting from a hypothetical 10 percent change in interest
rates, and on the Company's fixed rate debt, amounts to $1,600,000 at June 30,
2000.
The Company also has $298,671,000 in variable-rate debt outstanding at June 30,
2000. A hypothetical 10 percent change in interest rates underlying these
borrowings would result in a $2,544,000 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 June 30, 2000, the notional
amount of the swap was $87,188,000 and the fair value of the swap agreement was
$968,000. A hypothetical 10 percent change in interest rates would change the
fair value of the Company's swap agreement by approximately $1,447,000 at June
30, 2000.
Marketable Securities Exposure
The fair value of the Company's investments in marketable securities at June 30,
2000 is $62,521,000. 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 June 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 $6,252,000 change
in the fair value of the marketable securities
17
<PAGE>
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 June 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
June 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.
YEAR 2000
The Year 2000 or Y2K problem arose as many computer systems, software programs,
and other microprocessor-dependent devices were created using only two digit
dates, such that 2000 was represented as 00. It was widely feared these systems
would not recognize certain dates, including the year 2000, with the result that
processors and programs would fail to complete the processing of information or
revert back to the year 1900.
The Company recognized the need to reduce the risks of potential related systems
failures, and established a Y2K Task Force to address these risks. The Y2K Task
Force coordinated the identification and testing of computer hardware, software
applications, and other equipment which utilized microprocessors or date
dependent functions, with a goal to ensure availability and integrity of the
information systems and the reliability of the operational systems and
manufacturing processes utilized by the Company and its subsidiaries. Problems
discovered were minor, and were remediated. Costs incurred in connection with
the Year 2000 problem were approximately $350,000.
To date there has been no material adverse effect, nor does the Company believe
there will be any future material adverse effect, on the Company's business,
results of operations, or financial position as a result of the Year 2000
problem. However, there can be no assurance that failure to address the Year
2000 problem by customers, vendors and others with whom the Company and its
subsidiaries do business will not have a material adverse effect on the Company
or its subsidiaries.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The discussion above under "Year 2000" includes certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "PSLRA"). This statement is included for the express purpose of
availing the Company of the protections of the safe harbor provisions of the
PSLRA. Management's ability to predict results or the effect of future plans is
inherently uncertain, and is subject to factors that may cause actual results to
differ materially from those projected. Factors that could affect the actual
results include the possibility that remediation programs will not operate as
intended, the Company's failure to timely or completely identify all software or
hardware applications requiring remediation, unexpected costs, and the
uncertainty associated with the impact of year 2000 issues on the Company's
customers, vendors and others with whom it does business.
18
<PAGE>
PART II
OTHER INFORMATION
Item 3. Legal Proceedings
The Company and its subsidiaries are parties to various claims, legal actions
and complaints in the ordinary course of their businesses. In the Company's
opinion, all such matters are adequately covered by insurance, are without merit
or are of such kind, or involve such amounts, that unfavorable disposition would
not have a material adverse effect on the consolidated financial position or
results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
The annual Meeting of Shareholders was held April 27, 2000. The five nominees
elected to the Board of Directors for three year terms expiring in 2003 are
listed below. There were no broker non-votes with respect to any of the
nominees.
Votes Votes
For Withheld
--------- --------
James W. Cannon 6,154,949 74,417
George D. Fisher 6,154,749 74,617
Phelps K. Fisher 6,154,749 74,617
William O. Fisher 6,154,747 74,619
Robin J. Campbell Knepper 6,153,947 75,419
The total number of shares of Common Stock $1.25 par value, outstanding as of
March 10, 2000, the record date for the annual meeting, was 8,550,690.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 27, Financial Data Schedule
(b) Reports on Form 8-K:
A report on Form 8-K was filed with the Commission on May 8, 2000 announcing an
agreement to sell KJEO-TV, Fresno, CA to the Ackerley Group for $60 million,
subject to regulatory approvals.
19
<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 9, 2000 /s/ Warren J. Spector
---------------------- ----------------------------------
Warren J. Spector
Executive Vice President and Chief
Operating Officer
Dated August 9, 2000 /s/ David D. Hillard
---------------------- ----------------------------------
David D. Hillard
Senior Vice President and Chief
Financial Officer
20
