Fisher Communications' Second Quarter Financial Results

Fisher Communications' Second Quarter Financial Results 
SEATTLE, WA -- (Marketwired) -- 07/26/13 --  Fisher Communications,
Inc. (NASDAQ: FSCI), a leader in local media innovation, today
reported its financial results for the second quarter ended June 30,
2013. The Company reported net income of $0.4 million, or $0.05 per
share, in the quarter, compared to net income of $4.3 million, or
$0.48 per share, in the second quarter of 2012. The second quarter's
results include $3.9 million of pre-tax strategic transaction-related
expenses. Excluding the after-tax strategic transaction-related
expenses, net income for the second quarter would be $2.8 million, or
$0.31 per share.  
Second Quarter 2013 Financial Review
 (All comparisons are made to
the second quarter of 2012 unless otherwise noted) 


 
--  Total revenues were $42.1 million, roughly flat year-over-year.
    Excluding political revenue, total revenue was up 1%.
--  Direct operating, selling, general and administrative and programming
    costs increased 18%, or $6.0 million, primarily driven by $3.9 million
    of strategic transaction-related expenses and $2.0 million of
    increased network programming fees. Otherwise, costs were flat with
    prior year.
--  Adjusted EBITDA of $4.3 million was down 58% from $10.2 million.
    Included in Adjusted EBITDA for the second quarter was $3.9 million of
    pre-tax strategic transaction-related expenses.

  
Television:  


 
--  Total TV net revenue was flat year-over-year. Excluding political
    revenue, TV net revenue was up 2%.
--  Core revenue increased 4% year-over-year due to the strength in
    automotive and professional fees.
--  Retransmission consent revenue increased 6% to $6.6 million, as a
    result of renewed contracts.
--  TV cash flow decreased 18% to $10.3 million; TV cash flow margin was
    28%, down from 34%. Excluding the increase in network programming fees
    TV cash flow would be essentially flat year-over-year.
--  During the second quarter, KOMO 4 News was awarded 15 Regional Emmys,
    including the most prestigious Station Excellence Award.
--  For the second consecutive year, KOMO 4 won Best Evening Newscast, and
    for the third consecutive year, Best Morning Newscast.
--  Fisher Interactive, the Company's digital media unit, achieved its
    highest audience ever in the second quarter delivering nearly 50
    million average monthly page views network-wide.
--  On June 1, 2013 the Company closed on its previously announced
    acquisition of assets of KMTR(TV), the NBC and CW affiliates in
    Eugene, Oregon.

  
Radio:  


 
--  Radio net revenue was down 2% year-over-year to $5.4 million due to
    market softness.
--  Radio cash flow was down $0.15 million to $1.70 million; radio cash
    flow margin of 31% was down slightly from 33%.

  
Balance Sheet & Liquidity 


 
--  Cash and cash equivalents were $13.1 million at quarter-end, compared
    to $20.4 million at the end of 2012, primarily reflecting the closing
    of the KMTR(TV) transaction.
--  Fisher remains virtually debt free with a $30.0 million senior secured
    revolving credit facility in place.

  
Management Commentary
 "The second quarter marked a continuation of our
positive momentum, with Fisher delivering another solid quarter
financially and operationally. Once again our performance highlights
the strength of our broadcast stations in their respective markets,
which continued to climb in ratings rank and received a number of
coveted awards during the quarter. KOMO 4 News, Fisher's flagship
station in Seattle, recently won 15 Regional Emmys, including the
most prestigious Station Excellence Award. And for the second
consecutive year, KOMO 4 won Best Evening Newscast, and for the third
consecutive year, Best Morning Newscast," said Colleen B. Brown,
Fisher's President and Chief Executive Officer. "We are also pleased
to announce that in the second quarter we closed our acquisition of
assets of KMTR(TV) in Eugene, Oregon. We look forward to working with
the KMTR team to leverage our strengths, reach and resources to
better serve the Eugene community."  
Second Quarter 2013 Conference Call
 Due to the pending acquisition
by Sinclair Broadcast Group, Inc., the Company will not conduct a
conference call to discuss the second quarter 2013 financial results. 
Definitions and Disclosures Regarding Non-GAAP Financial Information 
The Company reports and discusses its operating results using
financial measures consistent with generally accepted accounting
principles (GAAP) and believes this should be the primary basis for
evaluating its performance. 
The preceding discussion of our results includes a discussion of
non-GAAP financial measures such as Television cash flow, Radio cash
flow, net loss excluding the after-tax transaction-related expenses
and Earnings before Interest, Taxes, Depreciation and Amortization
(EBITDA) and Adjusted EBITDA. These non-GAAP measures should not be
viewed as alternatives or substitutes for GAAP reporting. 
The Company believes the presentation of these non-GAAP measures is
useful to investors because they are used by lenders to measure the
Company's ability to service debt; by industry analysts to determine
the market value of stations and their operating performance; and by
management to identify the cash available to service debt, make
strategic acquisitions and investments, maintain capital assets and
fund ongoing operations and working capital needs; and, because they
reflect the most up-to-date operating results of the stations
inclusive of pending acquisitions, time brokerage agreements or local
marketing agreements. Management believes they also provide an
additional basis from which investors can establish forecasts and
valuations for the Company's business. 
Television and radio cash flow are calculated as television and radio
segment income from operations plus amortization of broadcast rights,
non-cash charges, Internet and trade expenses minus payments for
broadcast rights and Internet revenue. Broadcast cash flow is
calculated by adding the Television and radio cash flow.Net loss
excluding the after-tax transaction-related expenses, is calculated
as net loss plus transaction-related expenses, adjusted by the
estimated tax impact by applying the annual effective tax rate. 
EBITDA is calculated as income from operations plus amortization of
broadcast rights; depreciation and amortization; stock-based
compensation; loss on disposal of property, plant and equipment, net;
and non-cash charges minus payments for broadcast rights; gain on
sale of real estate, net; and amortization of non-cash benefit
resulting from a change in national advertising representation firm. 
Adjusted EBITDA excludes Plaza rent expense in 2012 and 2013.
Management believes this presentation of Adjusted EBITDA is useful to
investors because it provides investors with a comparable measure
given the rent expense for Fisher Plaza. 
For a reconciliation of these non-GAAP financial measurements to the
GAAP financial results cited in this press release, please see the
supplemental tables at the end of this release. 
About Fisher Communications, Inc. 
 Fisher Communications, Inc. is a
Seattle-based communications Company that owns and operates 16 full
power television stations, seven low power television stations, three
owned radio stations and one managed radio station in the Western
United States. The Company also owns and operates Fisher 
Interactive
Network, its online division (including over 120 online sites) and
Fisher Pathways, a satellite and fiber transmission provider. For
more information about Fisher Communications, Inc., go to
www.fsci.com. 
Forward-Looking Statements 
 Certain statements in this news release
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Statements preceded by,
followed by or that otherwise include the words "believes,"
"expects," "anticipates," "intends," "projects," "estimates,"
"plans," "increase," "forecast" and "guidance" and similar
expressions or future or conditional verbs such as "will," "should,"
"would," "may" and "could" are based upon then-current assumptions
and expectations and are generally forward-looking in nature and not
historical facts. Any statements that refer to outlook, expectations
or other characterizations of future events, circumstances or results
are also forward-looking statements. The forward-looking statements
contained in this news release, including, among other things,
statements related to changes in revenue, cash flow and operating
expenses, involve risks and uncertainties and are subject to change
based on various important factors, including the impact of changes
in national and regional economies, the competitiveness of political
races and voter initiatives, successful integration of acquired
television stations (including achievement of synergies and cost
reductions), pricing fluctuations in local and national advertising,
future regulatory actions and conditions in the television stations'
operating areas, competition from others in the broadcast television
markets served by the Company, volatility in programming costs, the
effects of governmental regulation of broadcasting, industry
consolidation, technological developments, major world news events
and the proposed merger involving the Company and Sinclair Broadcast
Group, Inc. There can be no assurance that the proposed merger will
occur as currently contemplated, or at all, or that the expected
benefits from the transaction will be realized on the timetable
currently contemplated, or at all. Additional risks and uncertainties
relating to the proposed merger include, but are not limited to,
uncertainties as to the satisfaction of closing conditions to the
proposed merger, including timing and receipt of regulatory
approvals, timing and receipt of approval by the shareholders of the
Company, the respective parties' performance of their obligations
under the merger agreement relating to the proposed merger, and other
factors affecting the execution of the transaction. 
A further list and description of important assumptions and other
important factors that could cause actual results to differ
materially from those in the forward-looking statements are specified
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2012, as amended, included under headings such as
"Forward-Looking Statements," "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," the Company's most recently filed Form 10-Q, and in
other filings and furnishings made by the Company with the SEC from
time to time. Other unknown or unpredictable factors could also have
material adverse effects on the Company's performance or
achievements. In light of these risks, uncertainties, assumptions and
factors, the forward-looking events discussed in this news release
may not occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this news release. The
Company undertakes no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law. 


 
                                                                            
                                                                            
                Fisher Communications, Inc. and Subsidiaries                
               Condensed Consolidated Statements of Operations              
                                 (Unaudited)                                
                                                                            
(in thousands,     Three months ended            Six months ended          
 except per-share       June 30,          %          June 30,          %   
 amounts)            2013      2012    Change     2013      2012    Change 
                   --------  --------  ------   --------  --------  ------
Revenue              42,067    42,270      (0%) $ 78,858  $ 76,202       3% 
                   --------  --------  ------   --------  --------  ------  
Operating expenses                                                          
  Direct operating                                                          
   costs             17,751    15,932     (11%)   35,397    32,588      (9%)
  Selling, general                                                          
   and                                                                      
   administrative                                                           
   expenses          19,257    15,081     (28%)   35,470    29,635     (20%)
  Amortization of                                                           
   broadcast                                                                
   rights             2,440     2,436      (0%)    4,842     4,893       1% 
  Depreciation and                                                          
   amortization       1,838     1,748      (5%)    3,632     3,505      (4%)
  Loss (gain) on                                                            
   sale of real                                                             
   estate, net            -       209     100%         -      (164)   (100%)
                   --------  --------  ------   --------  --------  ------  
  Total operating                                                           
   expenses          41,286    35,406     (17%)   79,341    70,457     (13%)
                   --------  --------  ------   --------  --------  ------  
Income (loss) from                                                          
 operations             781     6,864     (89%)     (483)    5,745    (108%)
Loss on                                                                     
 extinguishment of                                                          
 senior notes, net        -         -                  -    (1,482)         
Other income                                                                
 (expense), net         (36)       64                 (6)       94          
Interest expense        (30)      (10)               (60)     (276)         
                   --------  --------           --------  --------          
Income (loss) from                                                          
 operations before      
                                                    
 income taxes           715     6,918               (549)    4,081          
Provision for                                                               
 (benefit from)                                                             
 income taxes           277     2,636               (218)    1,663          
                   --------  --------           --------  --------          
Net Income (loss)  $    438  $  4,282           $   (331) $  2,418          
                   ========  ========           ========  ========          
                                                                            
                                                                            
Net income (loss)                                                           
 per share:                                                                 
  Basic            $   0.05  $   0.48           $  (0.04) $   0.27          
                   --------  --------           --------  --------          
  Diluted          $   0.05  $   0.48           $  (0.04) $   0.27          
                   --------  --------           --------  --------          
                                                                            
Weighted average                                                            
 shares                                                                     
 outstanding:                                                               
  Basic               8,858     8,874              8,829     8,860          
                   --------  --------           --------  --------          
  Diluted             8,955     8,928              8,829     8,936          
                   --------  --------           --------  --------          
                                                                            
Dividends declared                                                          
 per share         $   0.15  $      -           $   0.30  $      -          
                   --------  --------           --------  --------          
                                                                            
                                                                            
                                                                            
                                                                            
                Fisher Communications, Inc. and Subsidiaries                
                    Condensed Consolidated Balance Sheets                   
                                 (Unaudited)                                
                                                                            
                                                     June 30,   December 31,
(in thousands)                                         2013         2012    
                                                   ------------ ------------
ASSETS                                                                      
Current assets                                                              
  Cash and cash equivalents                        $     13,144 $     20,403
  Receivables, net                                       31,718       28,243
  Income taxes receivable                                 1,051          834
  Deferred income taxes, net                              1,062        1,062
  Prepaid expenses and other                              1,970        3,629
  Broadcast rights                                        1,990        6,690
                                                   ------------ ------------
    Total current assets                                 50,935       60,861
Restricted cash                                             125        3,624
Cash surrender value of life insurance and annuity                          
 contracts                                               17,824       18,100
Goodwill, net                                            13,702       13,293
Intangible assets, net                                   44,804       40,072
Other assets                                              5,393        5,208
Deferred income taxes, net                                  688          711
Property, plant and equipment, net                       41,244       39,155
                                                   ------------ ------------
Total assets                                       $    174,715 $    181,024
                                                   ============ ============
                                                                            
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
Current Liabilities                                                         
  Accounts payable                                        1,315 $      1,496
  Accrued payroll and related benefits                    3,359        4,200
  Broadcast rights payable                                1,750        6,488
  Income taxes payable                                      160        3,060
  Current portion of accrued retirement benefits          1,368        1,368
  Other current liabilities                              10,582        7,260
                                                   ------------ ------------
    Total current liabilities                            18,534       23,872
Long-term debt                                            1,700            -
Deferred income                                           7,742        8,338
Accrued retirement benefits                              22,381       22,574
Other liabilities                                         3,369        3,105
                                                   ------------ ------------
    Total liabilities                                    53,726       57,889
                                                   ------------ ------------
Total stockholders' equity                              120,989      123,135
                                                   ------------ ------------
Total liabilities and stockholders' equity         $    174,715 $    181,024
                                                   ============ ============
                                                                            
                                                                            
                                                                            
                Fisher Communications, Inc. and Subsidiaries                
              Condensed Consolidated Statements of Cash Flows               
                                (Unaudited)                                 
                                                                            
                                                Six months ended June 30,   
(in thousands)                                    2013            2012      
                                             --------------  -------------- 
Operating activi
ties                                                        
  Net income                                 $         (331) $        2,418 
  Adjustments to reconcile net income (loss)                                
   to net cash provided by (used in)                                        
   operating activities                                                     
      Depreciation and amortization                   3,632           3,505 
      Deferred income taxes, net                         56              37 
      Loss on extinguishment of senior                                      
       notes, net                                         -             594 
      Loss in operations of equity investees            107              74 
      Loss on disposal of property, plant                                   
       and equipment, net                                93              20 
      Gain on sale of real estate, net                    -            (164)
      Amortization of deferred financing                                    
       fees                                              26              19 
      Amortization of deferred gain on sale                                 
       of Fisher Plaza                                 (379)           (379)
      Amortization of debt security                                         
       investment premium                                 -              85 
      Amortization of non-cash contract                                     
       termination fee                                 (487)           (731)
      Amortization of broadcast rights                4,842           4,893 
      Payments for broadcast rights                  (4,881)         (5,027)
      Stock-based compensation                        1,424             826 
  Change in operating assets and                                            
   liabilities, net                                                         
    Receivables                                      (3,400)            920 
    Prepaid expenses and other                        1,696             961 
    Cash surrender value of life insurance                                  
     and annuity contracts                              276            (398)
    Other assets                                       (218)             96 
    Accounts payable, accrued payroll and                                   
     related benefits and other current                                     
     liabilities                                      2,324          (2,423)
    Interest payable                                      -          (1,556)
    Income taxes receivable and payable              (3,118)        (20,075)
    Accrued retirement benefits                         (88)            (11)
    Other liabilities                                   448             546 
                                             --------------  -------------- 
      Net cash provided by (used in)                                        
       operating activities                           2,022         (15,770)
                                             --------------  -------------- 
Investing activities                                                        
  Investment in equity investee                         (45)            (32)
  Purchase of debt security investments                   -         (82,733)
  Purchase of investment in a radio station               -            (750)
  Purchase of option to acquire a radio                                     
   station                                                -            (615)
  Purchase of television stations                    (8,398)              - 
  Purchase of property, plant and equipment          (2,598)         (5,731)
  Proceeds from sale of available for sale                                  
   debt security investments held as                                        
   restricted cash                                    3,499               - 
  Proceeds from sale of held to maturity                                    
   debt security investments                              -           7,628 
  Proceeds from maturity of held to maturity                                
   debt security investments                              -          25,000 
  Proceeds from sale of real estate                       -             825 
                                             --------------  -------------- 
      Net cash used in investing activities          (7,542)        (56,408)
                                             --------------  -------------- 
Financing activities                                                        
  Proceeds from long-term debt                        1,700               - 
  Repurchase of senior notes                              -         (61,834)
  Repurchase of common stock                              -             (86)
  Shares settled on vesting of stock rights            (852)           (433)
  Proceeds from exercise of stock options               210              25 
  Payments on capital lease obligations                (104)            (96)
  Cash dividends paid                                (2,693)              - 
                                             --------------  -------------- 
      Net cash used in financing activities          (1,739)        (62,424)
                                             --------------  -------------- 
Net decrease in cash and cash equivalents            (7,259)       (134,602)
Cash and cash equivalents, beginning of                                     
 period                                              20,403         143,017 
                                             --------------  -------------- 
Cash and cash equivalents, end of period     $       13,144  $        8,415 
                                             --------------  -------------- 
                                                                            
                                                                            
                                                                            
                                                                            
                Fisher Communications, Inc. and Subsidiaries                
                      GAAP to Non-GAAP Reconciliations                      
                         (Unaudited, in thousands)                          
                                                                            
The following table provides a reconciliation of income (loss) from         
 operations (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP) in   
 each of the periods presented:                                             
                                                                            
                                 Three months ended      Six months ended   
                                      June 30,               June 30,       
                               ----------------------  -------------------- 
                                  2013        2012        2013       2012   
                               ----------  ----------  ---------  --------- 
                                                                            
Income (loss) from operations  $      781  $    6,864  $    (483) $   5,745 
                                                                            
  Adjustments:                                                              
    Amortization of broadcast                                               
     rights                         2,440       2,436      4,842      4,893 
    Payments for broadcast                                                  
     rights                        (2,440)     (2,376)    (4,881)    (5,027)
    Depreciation and                                                        
     amortization                   1,838       1,748      3,632      3,505 
    Stock-based co
mpensation          594         375      1,424        826 
    Loss on disposal of                                                     
     property, plant and                                                    
     equipment, net                    76           9         93         20 
    Loss (gain) on sale of                                                  
     real estate, net                   -         209          -       (164)
    Other                               -          34          -         79 
    Amortization of non-cash                                                
     benefit resulting from                                                 
     change in national                                                     
     advertising                                                            
     representation firm             (122)       (366)      (487)      (731)
                               ----------  ----------  ---------  --------- 
EBITDA (Non-GAAP)              $    3,167  $    8,933  $   4,140  $   9,146 
                               ==========  ==========  =========  ========= 
Plaza rent expense                  1,109       1,253      2,377      2,524 
                               ----------  ----------  ---------  --------- 
Adjusted EBITDA (Non-GAAP)     $    4,276  $   10,186  $   6,517  $  11,670 
                               ==========  ==========  =========  ========= 
                                                                            
                                                                            
The following table provides a reconciliation of television income from     
 operations (GAAP) to television cash flow (non-GAAP) in each of the        
 periods presented:                                                         
                                                                            
                                 Three months ended      Six months ended   
                                      June 30,               June 30,       
                               ----------------------  -------------------- 
                                  2013        2012        2013       2012   
                               ----------  ----------  ---------  --------- 
                                                                            
Television segment income from                                              
 operations                    $   10,314  $   12,373  $  16,995  $  17,452 
                                                                            
   Adjustments:                                                             
     Amortization of broadcast                                              
     rights                         2,440       2,436      4,842      4,893 
     Payments for broadcast                                                 
     rights                        (2,440)     (2,376)    (4,881)    (5,027)
     Net trade and internet                                                 
     loss (1)                          25         117        395        511 
                               ----------  ----------  ---------  --------- 
Television broadcast cash flow                                              
 (Non-GAAP)                    $   10,339  $   12,550  $  17,351  $  17,829 
                               ==========  ==========  =========  ========= 
                                                                            
Television broadcast cash flow                                              
 as a percentage of television                                              
 segment revenue                     28.2%       34.1%      25.0%      27.0%
                               ==========  ==========  =========  ========= 
                                                                            
Television segment revenue     $   36,707  $   36,778  $  69,267  $  65,937 
                               ==========  ==========  =========  ========= 
                                                                            
  (1) Excludes multiplatform                                                
   internet related revenue                                                 
                                                                            
                                                                            
The following table provides a reconciliation of radio income from          
 operations (GAAP) to radio broadcast cash flow (non-GAAP) in each of the   
 periods presented:                                                         
                                                                            
                                  Three months ended     Six months ended   
                                       June 30,              June 30,       
                                 --------------------  -------------------- 
                                    2013       2012       2013       2012   
                                 ---------  ---------  ---------  --------- 
                                                                            
Radio segment income from                                                   
 operations                      $   1,654  $   1,835  $   2,267  $   2,633 
  Adjustments:                                                              
    Net trade loss                      50         14         85         88 
                                 ---------  ---------  ---------  --------- 
Radio broadcast cash flow (Non-                                             
 GAAP)                           $   1,704  $   1,849  $   2,352  $   2,721 
                                 =========  =========  =========  ========= 
Radio broadcast cash flow as a                                              
 percentage of radio segment                                                
 revenue                              31.4%      33.2%      24.1%      26.4%
                                 =========  =========  =========  ========= 
Radio segment revenue            $   5,430  $   5,566  $   9,750  $  10,299 
                                 =========  =========  =========  ========= 
                                                                            
                                                                            
                                                                            
The following table provides television net revenue comparisons in each of  
 the periods presented:                                                     
                                                                            
                    Three months ended            Six months ended          
                         June 30,         %           June 30,         %    
                   ------------------- ------   ------------------- ------  
                      2013      2012   Change      2013      2012   Change  
                   --------- --------- ------   --------- --------- ------  
Core advertising                                                            
 (local and                                                                 
 national)         $  26,920 $  25,943      4%  $  50,338 $  48,157      5% 
Political                242       943    (74%)       242     1,462    (83%)
Internet (1)           1,175     1,298     (9%)     2,241     2,580    (13%)
Retransmission         6,623     6,269      6%     13,146     9,846     34% 
Trade, barter and                                                           
 other                 1,747     2,325    (25%)     3,300     3,892    (15%)
                   --------- --------- ------   --------- --------- ------  
Television segment                                                          
 net revenue       $  36,707 $  36,778     (0%) $  69,267 $  65,937      5% 
                   ========= ========= ======   ========= ========= ======  
                                                                            
Television segment                                                          
 net revenue,                                                               
 excluding                                                                  
 political         $  36,465 $  35,835      2%  $  69,025 $  64,475      7% 
                                                                            
(1) Excludes multiplatform internet related revenue                         
                                                                            
                                                                            
The following table provides radio net revenue comparisons in each of the   
 periods presented:                                                         
                                                                            
                      Three months ended           Six months ended         
                           June 30,         %          June 30,        %    
                     ------------------- ------   ----------------- ------  
                        2013      2012   Change     2013     2012   Change  
                     --------- --------- ------   -------- -------- ------  
Core advertising                                                            
 (local and                                                                 
 national)           $   5,154 $   5,284     (2%) $  9,286 $  9,742     (5%)
Political                   69        18    283%        81       58     40% 
Trade, barter and                                                           
 other                     207       264    (22%)      383      499    (23%)
                     --------- --------- ------   -------- -------- ------  
Radio segment net                                                           
 revenue             $   5,430 $   5,566     (2%) $  9,750 $ 10,299     (5%)
                     ========= ========= ======   ======== ======== ======  
                                                                            
Radio segment net                                                           
 revenue, excluding                                                         
 political           $   5,361 $   5,548     (3%) $  9,669 $ 10,241     (6%)
                                                                            
                                                                            

 
                                                                            
                                                                            
The following table provides a reconciliation of net income (loss) (GAAP) to
 adjusted net income, excluding the after-tax transaction-related expenses  
 (non-GAAP) in each of the periods presented:                               
                                                                            
                                      Three months ended   Six months ended 
                                           June 30,            June 30,     
                                     -------------------- ------------------
                                        2013       2012     2013      2012  
                                     ---------  --------- --------  --------
Net income (loss)                    $     438  $   4,282 $   (331) $  2,418
                                                                            
  Adjustments:                                                              
    Transaction-related expenses         3,856          -    5,089         -
    Effect of income taxes              (1,538)         -   (2,021)        -
                                     ---------  --------- --------  --------
Adjusted net income, excluding the                                          
 after-tax transaction-related                                              
 expenses                            $   2,756  $   4,282 $  2,737  $  2,418
                                     =========  ========= ========  ========
                                                                            
Adjusted net income per share                                               
 assuming dilution, excluding the                                           
 after-tax transaction-related                                              
 expenses                            $    0.31  $    0.48 $   0.31  $   0.27
                                     =========  ========= ========  ========
                                                                            
Weighted average shares outstanding                                         
 assuming dilution                       8,955      8,928    8,829     8,936
                                     =========  ========= ========  ========

  
Contacts: 
Addo Communications 
310-829-5400