[FISHER COMMUNICATIONS LETTERHEAD]
December 29, 2005
Larry Spirgel
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
RE: FISHER COMMUNICATIONS, INC.
FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004
FILED MARCH 25, 2005
FORM 10-Q FOR FISCAL QUARTER ENDED SEPTEMBER 30, 2005
FILE NO. 0-22439
Dear Mr. Spirgel:
On behalf of Fisher Communications, Inc. (the "Company"), this letter
is sent to you in response to the Staff's comments related to the above
referenced filings contained in your letter dated December 20, 2005 (the
"Comment Letter").
COMMENT NO. 1
Form 10-K for the year ended December 31, 2004
- ----------------------------------------------
Note 1 - Operations and Accounting policies
- -------------------------------------------
Recent accounting pronouncements, page 54
- -----------------------------------------
1. We note your statement that historically you have accounted for
acquisitions of the broadcasting operations using the residual method. Further
you state that you are unable to predict the impact of EITF D-108. Then in
subsequent 10-Qs you state that you do not have any intangible asset originally
valued using the residual value. Please clarify this inconsistency. Further
based on previous reviews we are aware that you used the residual method. Tell
us whether for purposes of your impairment test you have used a direct value
method on all intangible assets that were previously valued using the residual
method in accordance with EITF D-108. Revise or advise.
Larry Spirgel
Securities and Exchange Commission
December 29, 2005
Page 2
RESPONSE TO COMMENT NO. 1
In our Form 10-K for the fiscal year ended December 31, 2004, we disclosed that
we have historically accounted for the acquisitions of broadcasting operations
using the residual method. Within the context of EITF D-108, we confirm to you
that our application of that method resulted in the allocation of such residual
amounts to goodwill, and not to any identifiable intangible assets (such as FCC
licenses). We disclosed in our 2004 Form 10-K that we had not yet completed our
assessment of EITF D-108, and we also noted that we planned to perform an
impairment test for the amounts, if any, that would be allocable from goodwill
to other identifiable intangible assets during the first quarter of 2005 (as we
initially believed this allocation would need to be done upon adoption of EITF
D-108). Upon further analysis of the new guidance prior to filing our Form 10-Q
for the quarterly period ended March 31, 2005, we concluded that EITF D-108
applied specifically to the use of the residual method for intangible assets
OTHER THAN GOODWILL [emphasis added], and therefore it was not appropriate to
reclassify amounts out of goodwill into identifiable intangible assets. We
therefore disclosed in our first quarter 2005 Form 10-Q that the adoption of
this new rule had no impact on our financial statements because we have no
identifiable intangible assets originally valued under the residual method. We
provide a similar disclosure in our quarterly reports for the periods ended June
30, 2005 and September 30, 2005. We will clarify the disclosures related to the
above in our 2005 Form 10-K.
As of December 31, 2004, we reported $38.4 million of goodwill in our
consolidated balance sheet and $1.2 million of identifiable intangible assets.
The goodwill represents amounts recorded using the residual method, net of
amortization and prior impairment write-downs under applicable accounting rules
(notably Statement of Financial Accounting Standards No. 142). The intangible
assets represent costs for certain broadcasting licenses that we purchased at
FCC auction in Montana. We provide an overview of our impairment testing
policies within the Critical Accounting Policies section of our aforementioned
2004 Form 10-K, and we specifically distinguished between goodwill and
intangible assets. The following is an excerpt from our 2004 Form 10-K:
THE GOODWILL IMPAIRMENT TEST INVOLVES A COMPARISON OF THE FAIR VALUE OF
EACH OF OUR REPORTING UNITS WITH THE CARRYING AMOUNTS OF NET ASSETS,
INCLUDING GOODWILL, RELATED TO EACH REPORTING UNIT. IF THE CARRYING
AMOUNT EXCEEDS A REPORTING UNIT'S FAIR VALUE, THE SECOND STEP OF THE
IMPAIRMENT TEST IS PERFORMED TO MEASURE THE AMOUNT OF IMPAIRMENT LOSS,
IF ANY. THE IMPAIRMENT LOSS IS MEASURED BASED ON THE AMOUNT BY WHICH
THE CARRYING AMOUNT OF GOODWILL EXCEEDS THE IMPLIED FAIR VALUE OF
GOODWILL IN THE REPORTING UNIT BEING TESTED. FAIR VALUES ARE DETERMINED
BASED ON VALUATIONS THAT RELY
Larry Spirgel
Securities and Exchange Commission
December 29, 2005
Page 3
PRIMARILY ON THE DISCOUNTED CASH FLOW METHOD. THIS METHOD USES FUTURE
PROJECTIONS OF CASH FLOWS FROM EACH OF OUR REPORTING UNITS AND
INCLUDES, AMONG OTHER ESTIMATES, PROJECTIONS OF FUTURE ADVERTISING
REVENUE AND OPERATING EXPENSES, MARKET SUPPLY AND DEMAND, PROJECTED
CAPITAL SPENDING AND AN ASSUMPTION OF OUR WEIGHTED AVERAGE COST OF
CAPITAL.
TO THE EXTENT THEY HAVE BEEN SEPARATELY IDENTIFIED, OUR
INDEFINITE-LIVED ASSETS (BROADCAST LICENSES), WHICH ARE NOT SUBJECT TO
AMORTIZATION, ARE TESTED FOR IMPAIRMENT ON AN ANNUAL BASIS BY APPLYING
A FAIR-VALUE-BASED TEST AS REQUIRED BY SFAS 142. OUR EVALUATIONS OF
FAIR VALUES INCLUDE ANALYSES BASED ON THE FUTURE CASH FLOWS GENERATED
BY THE UNDERLYING ASSETS, ESTIMATED TRENDS AND OTHER RELEVANT
DETERMINANTS OF FAIR VALUE FOR THESE ASSETS. IF THE FAIR VALUE OF THE
ASSET IS LESS THAN ITS CARRYING AMOUNT, A LOSS IS RECOGNIZED FOR THE
DIFFERENCE BETWEEN THE FAIR VALUE AND ITS CARRYING VALUE. CHANGES IN
ANY OF THESE ESTIMATES, PROJECTIONS AND ASSUMPTIONS COULD HAVE A
MATERIAL EFFECT ON THE FAIR VALUE OF THESE ASSETS IN FUTURE MEASUREMENT
PERIODS AND RESULT IN AN IMPAIRMENT OF GOODWILL OR INDEFINITE-LIVED
INTANGIBLES WHICH COULD MATERIALLY AFFECT OUR RESULTS OF OPERATIONS.
We confirm to you that we have followed a direct-valuation method to assess
impairment on all identifiable intangible assets and that we have no
identifiable intangible assets that were previously valued using the residual
method in accordance with EITF D-108. We have used a residual valuation method
to evaluate amounts recorded as goodwill.
---------------------
We also hereby acknowledged that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the above referenced filings;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Securities and Exchange Commission or
any person under the federal securities laws of the United States.
Larry Spirgel
Securities and Exchange Commission
December 29, 2005
Page 4
The Company would greatly appreciate your prompt response to this response
letter. If you have any further comments or questions regarding this letter,
please contact the undersigned at (206) 404-6776.
Very truly yours,
/s/ Robert C. Bateman
---------------------
Robert C. Bateman
Senior Vice President and CFO
cc (via fax): Securities and Exchange Commission (Gopal Dharia and Ivette Leon)
PricewaterhouseCoopers LLP (Laura Bustamante)
Perkins Coie LLP (David F. McShea and S. Paul Sassalos)