UNITED STATES
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 16, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-7831
JOURNAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0382060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 W. State Street
Milwaukee, Wisconsin 53203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 414-224-2728
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
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
--- ---
As of June 16, 2002, there were outstanding 26,767,133 shares of Journal
Communications, Inc. Common Stock - par value $0.125
JOURNAL COMMUNICATIONS, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
June 16, 2002 (Unaudited) and December 31, 2001 2
Unaudited Consolidated Condensed Statements of
Income for the Three and Six Periods Ended June 16,
2002 and June 17, 2001 3
Unaudited Consolidated Condensed Statements
of Cash Flows for the Six Periods Ended June 16,
2002 and June 17, 2001 4
Notes to Unaudited Consolidated Condensed
Financial Statements - June 16, 2002 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 20
Part II.Other Information
Items 1 - 5 20
Item 6 21
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOURNAL COMMUNICATIONS, INC.
Consolidated Condensed Balance Sheets
(in thousands, except per share amounts)
June 16, December 31,
ASSETS 2002 2001
- ------ ----------- ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 6,991 $ 8,911
Receivables, less allowance for doubtful accounts
of $5,290 and $3,939 94,907 93,705
Inventories, lower of cost (first-in-first-out)
or market:
Paper and supplies 8,442 9,797
Work in process 3,234 2,416
Finished goods 6,187 7,483
--------- ---------
17,863 19,696
Prepaid expenses 5,158 9,755
Deferred income taxes 5,696 5,696
Net current assets of discontinued operations -- 1,254
--------- ---------
Total current assets 130,615 139,017
Property and equipment, at cost, less accumulated
depreciation of $333,169 and $319,022 327,147 320,436
Goodwill, net 106,635 112,289
Broadcast licenses, net 128,120 128,842
Other intangibles assets 17,222 20,215
Deferred charges and other assets 5,728 6,011
Net non-current assets of discontinued operations 1,263 2,004
--------- ---------
Total assets $ 716,730 $ 728,814
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable to banks $ 51,365 $ 4,420
Accounts payable 36,437 43,148
Accrued compensation 22,299 23,794
Deferred revenue 23,076 21,147
Accrued employee benefits 21,568 23,882
Other current liabilities 17,415 21,952
Current portion of long-term obligations 1,478 1,909
Net current liabilities of discontinued operations 575 --
--------- ---------
Total current liabilities 174,213 140,252
Long-term obligations 2,073 2,880
Deferred revenue 7,521 7,786
Long-term accrued employee benefits 21,422 19,508
Deferred income taxes 25,508 25,508
Stockholders' equity:
Common stock - authorized and issued 28,800
shares ($0.125 par value) 3,600 3,600
Retained earnings 563,052 556,139
Accumulated other comprehensive loss (4,238) (3,813)
Units of beneficial interest in treasury, at cost (76,421) (23,046)
--------- ---------
Total stockholders' equity 485,993 532,880
--------- ---------
Total liabilities and stockholders' equity $ 716,730 $ 728,814
========= =========
Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles in the United
States for complete financial statements.
See accompanying notes to unaudited consolidated condensed financial statements.
2
JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share amounts)
Three Periods Ended Six Periods Ended
---------------------- ----------------------
June 16, June 17, June 16, June 17,
2002 2001 2002 2001
--------- --------- --------- ---------
Continuing operations:
Revenue:
Publishing $ 67,349 $ 70,624 $ 130,976 $ 138,912
Broadcasting 34,931 32,817 65,611 59,776
Telecommunications 34,194 35,357 69,099 69,398
Printing 41,561 44,422 84,766 90,066
Other 7,845 7,571 15,634 14,889
--------- --------- --------- ---------
Total revenue 185,880 190,791 366,086 373,041
Costs of sales and expenses:
Publishing 29,513 32,552 59,455 64,631
Broadcasting 13,413 12,649 26,496 24,960
Telecommunications 18,607 17,301 36,830 33,920
Printing 33,434 36,808 69,783 75,050
Other 6,383 6,287 12,664 12,430
--------- --------- --------- ---------
Total cost of sales 101,350 105,597 205,228 210,991
Selling and administrative expenses 51,193 63,874 105,681 126,037
--------- --------- --------- ---------
Total costs of sales and
expenses 152,543 169,471 310,909 337,028
Operating earnings 33,337 21,320 55,177 36,013
Other income and expense:
Interest income and dividends 202 378 833 890
Interest expense (163) -- (308) (84)
--------- --------- --------- ---------
Total net interest and dividends 39 378 525 806
Earnings from continuing operations before income taxes
and accounting change 33,376 21,698 55,702 36,819
Provision for income taxes 14,884 8,504 24,085 14,445
--------- --------- --------- ---------
Earnings from continuing operations before accounting
change 18,492 13,194 31,617 22,374
Loss from discontinued operations, net of applicable
income taxes of $2,515, $351, $5,182 and $547 (1,834) (623) (339) (949)
Cumulative effect of accounting change, net of
applicable income taxes of $0, $0, $1,648 and $0 -- -- (7,282) --
--------- --------- --------- ---------
Net earnings $ 16,658 $ 12,571 $ 23,996 $ 21,425
========= ========= ========= =========
Weighted average number of common shares outstanding 26,749 28,139 26,762 27,720
Basic and diluted earnings per share:
Continuing operations before accounting change $ 0.69 $ 0.47 $ 1.18 $ 0.81
Discontinued operations (0.06) (0.02) (0.01) (0.04)
Cumulative effect of accounting change -- -- (0.27) --
--------- --------- --------- ---------
Net earnings per share $ 0.63 $ 0.45 $ 0.90 $ 0.77
========= ========= ========= =========
Cash dividends per share $ 0.30 $ 0.35 $ 0.60 $ 0.70
========= ========= ========= =========
See accompanying notes to unaudited consolidated condensed financial statements.
3
JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Cash Flows
(in thousands)
Six Periods Ended
-----------------
June 16, 2002 June 17, 2001
------------- -------------
Cash flow from operating activities:
Earnings from continuing operations
before accounting change $ 31,617 $ 22,374
Adjustments for non-cash items:
Depreciation 20,208 18,245
Amortization 942 5,119
Provision for doubtful accounts 1,351 1,614
Net (gain) loss from disposal of assets 224 (85)
Net changes in assets and liabilities,
excluding effects of sales:
Accounts receivable (2,522) (1,278)
Inventories 2,036 (4,229)
Accounts payable (7,002) (10,786)
Other current assets and liabilities 4,616 9,463
--------- ---------
Net cash provided by operating activities 51,470 40,437
Cash flow from investing activities:
Proceeds from sale of assets 434 4,693
Property and equipment expenditures (27,597) (31,186)
Other, net 265 (61)
--------- ---------
Net cash used for investing activities (26,898) (26,554)
Net cash used for discontinued operations (1,706) (90)
Cash flow from financing activities:
Net increase in notes payable to banks 46,945 --
Proceeds from other long-term liabilities 63 38
Payments of other long-term liabilities (1,187) (1,373)
Purchases of units of beneficial interest (93,186) (45,250)
Sales of units of beneficial interest 38,709 69,322
Cash dividends (15,981) (19,420)
Deferred revenue (149) --
--------- ---------
Net cash (used for) provided by financing
activities (24,786) 3,317
Net increase (decrease) in cash and cash
equivalents (1,920) 17,110
Cash and cash equivalents
Beginning of year 8,911 10,049
--------- ---------
At June 16, 2002 and June 17, 2001 $ 6,991 $ 27,159
========= =========
See accompanying notes to unaudited consolidated condensed financial statements.
4
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
---------------------------------------------------------------
(in thousands, except per share amounts)
1. Basis of Presentation
---------------------
The accompanying Consolidated Condensed Financial Statements have been
prepared by Journal Communications, Inc. (the Company) pursuant to the
rules and regulations of the Securities and Exchange Commission and reflect
normal and recurring adjustments, which are, in the opinion of the Company,
considered necessary for a fair presentation. As permitted by these
regulations, these statements do not include all information required by
generally accepted accounting principles in the United States to be
included in an annual set of financial statements. However, the Company
believes that the disclosures are adequate to make the information
presented not misleading. These Consolidated Condensed Financial Statements
should be read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's latest audited financial
statements.
Certain prior year amounts have been reclassified to conform to the 2002
presentation.
Operating results for the six periods ended June 16, 2002 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2002.
2. Accounting Periods
------------------
The Company divides its calendar year into thirteen four-week accounting
periods, except that the first and thirteenth periods may be longer or
shorter to the extent necessary to make each accounting year end on
December 31. The Company follows a practice of publishing its interim
financial statements at the end of the third accounting period (its first
quarter), at the end of the sixth accounting period (its second quarter),
and at the end of the tenth accounting period (its third quarter).
3. Segment Information
-------------------
Three Periods Ended Six Periods Ended
---------------------- ----------------------
June 16, June 17, June 16, June 17,
2002 2001 2002 2001
--------- --------- --------- ---------
Revenues
- --------
Journal Sentinel $ 49,464 $ 52,828 $ 97,517 $ 104,632
Journal Broadcast Group 34,931 32,817 65,611 59,776
Norlight Telecommunications 34,194 35,357 69,099 69,398
IPC Communication Services 21,246 23,998 46,274 49,699
Add, Inc. 24,185 25,482 45,801 48,521
NorthStar Print Group 14,015 12,738 26,150 26,126
PrimeNet Marketing Services 8,551 8,602 17,232 17,013
Corporate and eliminations (706) (1,031) (1,598) (2,124)
--------- --------- --------- ---------
$ 185,880 $ 190,791 $ 366,086 $ 373,041
========= ========= ========= =========
Earnings (losses) from continuing operations before income taxes and accounting
- -------------------------------------------------------------------------------
change
- ------
Journal Sentinel $ 9,634 $ 7,115 $ 15,188 $ 13,925
Journal Broadcast Group 7,649 4,122 12,346 4,131
Norlight Telecommunications 9,298 11,288 19,638 22,182
IPC Communication Services 468 (1,887) 1,321 (1,971)
Add, Inc. 1,219 1,783 896 1,054
NorthStar Print Group 833 (88) 666 (1,477)
PrimeNet Marketing Services 188 (112) 402 (233)
Corporate and eliminations 4,048 (901) 4,720 (1,598)
Net interest and dividends 39 378 525 806
--------- --------- --------- ---------
$ 33,376 $ 21,698 $ 55,702 $ 36,819
========= ========= ========= =========
5
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
3. Segment Information, continued
------------------------------
December 31,
June 16, 2002 2001
------------- ------------
(Audited)
Identifiable total assets
Journal Sentinel $ 154,513 $ 145,200
Journal Broadcast Group 293,367 296,723
Norlight Telecommunications 119,227 122,649
IPC Communication Services 38,715 47,036
Add, Inc. 64,783 62,897
NorthStar Print Group 25,239 24,079
PrimeNet Marketing Services 6,080 13,181
Corporate and eliminations 14,806 17,049
--------- ---------
$ 716,730 $ 728,814
========= =========
4. Comprehensive Income
--------------------
Three Periods Ended Six Periods Ended
---------------------- ----------------------
June 16, June 17, June 16, June 17,
2002 2001 2002 2001
--------- --------- --------- ---------
Net earnings $ 16,658 $ 12,571 $ 23,996 $ 21,425
Foreign currency
translation adjustments (598) 17 (425) (12)
--------- --------- --------- ---------
Comprehensive income $ 16,060 $ 12,588 $ 23,571 $ 21,413
========= ========= ========= =========
5. Goodwill and Other Intangible Assets
------------------------------------
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
142, "Goodwill and Other Intangible Assets" effective January 1, 2002.
Under SFAS No. 142, goodwill and intangible assets deemed to have
indefinite lives, including broadcast licenses and network affiliation
agreements in the Company's case, are no longer systematically amortized
but, instead, are reviewed for impairment and written down and charged to
results of operations when their carrying amount exceeds their estimated
fair value. Broadcast licenses and network affiliation agreements are
deemed to have indefinite useful lives because the Company has renewed
these agreements without issue in the past and intends to renew them
indefinitely in the future. Consequently, the Company has determined that
the cash flows from both its broadcast licenses and its network affiliation
agreements are expected to continue indefinitely.
With the assistance of independent professional appraisers, the Company
performed transitional impairment tests on its goodwill, broadcast licenses
and network affiliation agreements. The previous method for determining
impairment prescribed by SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," utilized an
undiscounted cash flow approach for the impairment assessment, while SFAS
No. 142 utilizes a fair value approach. The Company has six reporting units
with goodwill, which also are the Company's reportable segments. Goodwill
was tested for impairment at the level of reporting unit. Broadcast
licenses and network affiliation agreements were tested for impairment at
the level of separate identifiable assets. As a result, in the three
periods ended March 24, 2002, the Company recorded a transitional goodwill
and customer list intangible asset impairment charge of $8,208 ($6,824
after tax) at PrimeNet Marketing Services and a transitional broadcast
license intangible asset impairment charge of $722 ($458 after tax) at
Journal Broadcast Group. For goodwill amortization that was nondeductible
for income tax purposes, likewise, the transitional goodwill impairment
charge is nondeductible. These charges are reported as the cumulative
effect of accounting change in the Consolidated Condensed Statement of
Income. The Company is required to perform impairment tests each year, or
between yearly tests in certain circumstances, for goodwill, broadcast
licenses and network affiliation agreements. There can be no assurance that
future impairment tests will not result in a charge to earnings.
6
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
5. Goodwill and Other Intangible Assets, continued
-----------------------------------------------
The following table reconciles the reported earnings from continuing
operations before accounting change, net earnings and earnings per share
from continuing operations before accounting change to that which would
have resulted for the three and six periods ended June 17, 2001 if SFAS No.
142 had been adopted effective January 1, 2001:
Three Six
Periods Ended Periods Ended
June 17, 2001 June 17, 2001
------------- -------------
Reported earnings from continuing
operations before accounting change $13,194 $22,374
Goodwill amortization, net of tax 506 1,012
Broadcast license amortization, net of tax 719 1,437
Network affiliation agreements amortization,
net of tax 17 34
------- -------
Adjusted earnings from continuing operations
before accounting change $14,436 $24,857
======= =======
Reported net earnings $12,571 $21,425
Goodwill amortization, net of tax 508 1,016
Broadcast license amortization, net of tax 719 1,437
Network affiliation agreements amortization,
net of tax 17 34
------- -------
Adjusted net earnings $13,815 $23,912
======= =======
Basic and diluted earnings per share:
Reported earnings from continuing operations
before accounting change $ 0.47 $ 0.81
Goodwill amortization, net of tax 0.02 0.04
Broadcast license amortization, net of tax 0.03 0.06
Network affiliation agreements
amortization, net of tax -- --
------- -------
Adjusted earnings from continuing operations
before accounting change $ 0.52 $ 0.91
======= =======
Basic and diluted earnings per share:
Reported net earnings $ 0.45 $ 0.77
Goodwill amortization, net of tax 0.02 0.04
Broadcast license amortization, net of tax 0.03 0.06
Network affiliation agreements amortization,
net of tax -- --
------- -------
Adjusted net earnings $ 0.50 $ 0.87
======= =======
Intangible assets other than goodwill at June 16, 2002 and December 31,
2001 consisted of the following:
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
As of June 16, 2002
Intangible assets subject to amortization:
Customer lists $ 16,248 $ 12,989 $ 3,259
Non-compete agreements 17,790 15,480 2,310
Other 11,625 11,607 18
-------- -------- --------
Total $ 45,663 $ 40,076 $ 5,587
======== ======== ========
Indefinite life intangible assets:
Broadcast licenses $143,609 $ 15,489 $128,120
Network affiliation agreements 10,330 263 10,067
Other 1,568 -- 1,568
-------- -------- --------
Total $155,507 $ 15,752 $139,755
======== ======== ========
7
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
5. Goodwill and Other Intangible Assets, continued
-----------------------------------------------
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
As of December 31, 2001
Intangible assets subject to amortization:
Customer lists $ 18,138 $ 13,369 $ 4,769
Non-compete agreements 17,690 14,795 2,895
Other 16,134 15,218 916
-------- -------- --------
Total $ 51,962 $ 43,382 $ 8,580
======== ======== ========
Indefinite life intangible assets:
Broadcast licenses $143,609 $ 14,767 $128,842
Network affiliation agreements 10,330 263 10,067
Other 1,568 -- 1,568
-------- -------- --------
Total $155,507 $ 15,030 $140,477
======== ======== ========
In accordance with SFAS No. 142, amortization expense was $490 for the
three periods ended June 16, 2002 and $942 for the six periods ended June
16, 2002. Estimated amortization expense for each of the years ended
December 31 is as follows:
Year Amount
---- ------
2002 $1,884
2003 1,646
2004 1,038
2005 464
2006 446
The changes in the net carrying amount of goodwill, by reporting segment,
for the six periods ending June 16, 2002 are as follows:
Goodwill at Goodwill Goodwill Transfer of Goodwill at
January 1, related to related to unidentifiable Impairment June 16,
Segment 2002 acquisitions divestitures intangible losses 2002
- ------- ----------- ------------ ------------ -------------- ---------- -----------
Journal Sentinel $ 2,084 $ -- $ -- $ -- $ -- $ 2,084
Journal Broadcast Group 76,584 5 -- 167 -- 76,756
NorthStar Print Group 2,362 -- -- -- -- 2,362
Add, Inc. 23,713 -- 398 724 -- 24,835
Norlight Telecommunications 188 -- -- -- -- 188
PrimeNet Marketing Services 7,358 -- -- -- (6,948) 410
-------- ------ ------ ------ -------- ---------
Total $112,289 $ 5 $ 398 $ 891 $ (6,948) $ 106,635
======== ====== ====== ====== ======== =========
8
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
5. Goodwill and Other Intangible Assets, continued
-----------------------------------------------
According to SFAS No. 142, when a portion of a reporting unit that
constitutes a business is disposed of, goodwill associated with that
business is included in the carrying amount of the business based on the
relative fair values of the business disposed of and the portion of the
reporting unit that is retained. The book value of Fox Cities Newspapers'
(the Newspapers) goodwill equaled $398 as of December 31, 2001. As
discussed in Note 7 below, the Company announced the closure of the
Newspapers in January 2002. Based upon the valuation of the Newspapers and
its reporting unit, Add, Inc., the value of goodwill relative to the
Newspapers now equals zero. Therefore, upon adoption of SFAS No. 142, the
Newspapers' goodwill that was classified in net non-current assets of
discontinued operations in the December 31, 2001 Consolidated Condensed
Balance Sheet has been reclassified to the Add, Inc. reporting unit
goodwill in the June 16, 2002 Consolidated Condensed Balance Sheet.
The changes in the net carrying amount of goodwill, by reporting segment,
for the six periods ending June 17, 2001 are as follows:
Goodwill at Goodwill Goodwill at
January 1, related to June 17,
Segment 2001 divestitures Amortization 2001
------- ----------- ------------ ------------ -----------
Journal Sentinel $ 2,090 $ -- $ (3) $ 2,087
Journal Broadcast
Group 76,352 -- (976) 75,376
NorthStar Print
Group 2,736 (296) (36) 2,404
Add, Inc. 24,411 -- (322) 24,089
Norlight
Telecommunications 202 -- (6) 196
PrimeNet Marketing
Services 7,581 -- (103) 7,478
--------- -------- -------- ---------
Total $ 113,372 $ (296) $ (1,446) $ 111,630
========= ======== ======== =========
6. Notes Payable to Banks
----------------------
On May 31, 2002, the Company entered into a new $120,000 revolving credit
agreement, expiring May 30, 2003, with a syndicate of seven banks, to
support its cash requirements. Borrowing under this credit agreement can be
at the Base Rate (derived from prime or Federal Fund rates) or at the LIBOR
based rate, as defined in the credit agreement. As of June 16, 2002, the
Company had borrowings of $51,365 under the credit agreement, including
$21,365 bearing interest at the Base Rate of 4.75% and $30,000 bearing
interest at the LIBOR based rate of 2.775%. Upon signing the credit
agreement, the Company paid fees of $255 which will be amortized over the
life of the credit agreement.
7. Discontinued Operations
-----------------------
The Company adopted SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective January 1, 2002. SFAS No. 144
addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of, as well as
the accounting and reporting of discontinued operations.
9
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
7. Discontinued Operations, continued
----------------------------------
In January 2002, the Company announced the immediate closure of the
Newspapers, located in and around Appleton, Wisconsin. The Newspapers were
part of the Add, Inc. reporting segment. The Newspapers included six weekly
papers, which were either acquired or launched in 1999. After a significant
effort, the Company concluded it did not expect the Newspapers to become
profitable in the foreseeable future. The Company has recorded closure
costs of $487, which is reported in the loss from discontinued operations
in the Consolidated Condensed Statements of Income.
The following table summarizes the results of operations of the Newspapers,
which are included in the loss from discontinued operations in the
Consolidated Condensed Statements of Income:
Three Periods Ended Six Periods Ended
------------------- -------------------
June 16, June 17, June 16, June 17,
2002 2001 2002 2001
-------- -------- -------- --------
Revenue $ (6) $ 995 $ 154 $1,832
Losses before income tax benefit $ (92) $ (245) $ (563) $ (545)
At June 16, 2002 and December 31, 2001, the net assets and liabilities of
the Newspapers in the Consolidated Condensed Balance Sheets consisted of
the following:
June 16, 2002 December 31, 2001
------------- -----------------
Other current assets $ -- $ 12
Accrued expenses -- (44)
--------- ---------
Net current assets (liabilities) $ -- $ (32)
========= =========
Property and equipment $ 223 $ 223
Goodwill and intangible assets -- 543
--------- ---------
Net non-current assets $ 223 $ 766
========= =========
On April 29, 2002, a resolution was approved by the Board of Directors for
IPC Communication Services, S.A. (IPC France) to proceed to close IPC
France, located in Roncq, France, through a liquidation process. This
resolution was approved after receiving consent of The Workers Committee on
Book IV. This document reviews the economic situation and the reasons for
the decision to shut down, as required under French law. The process of
shutting down IPC France began with the completion of Book III. Book III is
a required step in the process that defines such things as the notice
period, severance packages, training and outplacement assistance for those
losing their jobs. IPC France was part of the IPC Communication Services
reporting segment. The operation's unfavorable results coupled with poor
economic conditions and increased competition led to the decision. The
Company has recorded closure costs of $3,256, which is reported in the loss
from discontinued operations in the Consolidated Condensed Statements of
Income. The Company has recorded applicable income tax benefits of $4,957
as a result of foreign tax attributes. The Company currently expects IPC
France to be closed by the end of 2002.
The following table summarizes the results of operations of IPC France,
which are included in the loss from discontinued operations in the
Consolidated Condensed Statements of Income:
Three Periods Ended Six Periods Ended
------------------- -------------------
June 16, June 17, June 16, June 17,
2002 2001 2002 2001
-------- -------- -------- --------
Revenue $ 1,278 $2,729 $ 2,728 $4,707
Losses before income tax benefit $(4,257) $ (729) $(4,958) $ (951)
10
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
7. Discontinued Operations, continued
At June 16, 2002 and December 31, 2001, the net assets and liabilities of
IPC France in the Consolidated Condensed Balance Sheets consisted of the
following:
June 16, 2002 December 31, 2001
------------- -----------------
Cash $ 497 $ 1,176
Receivables 1,130 2,103
Inventories 401 1,111
Other current assets 325 325
--------- ---------
Total current assets 2,353 4,715
Accounts payable (1,242) (2,273)
Other current liabilities (1,686) (1,156)
--------- ---------
Total current liabilities (2,928) (3,429)
--------- ---------
Net current assets (liabilities) $ (575) $ 1,286
========= =========
Property and equipment $ 939 $ 1,142
Other non-current assets 131 125
--------- ---------
Total non-current assets 1,070 1,267
Long term liabilities (30) (29)
--------- ---------
Net non-current assets $ 1,040 $ 1,238
========= =========
11
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
- ---------------------
Three Accounting Periods Ended June 16, 2002 Compared to Three Accounting
Periods Ended June 17, 2001
- -------------------------------------------------------------------------
Consolidated revenue from continuing operations for the three accounting periods
ended June 16, 2002 of $185.9 million was $4.9 million behind the same period
last year when revenue from continuing operations was $190.8 million. Revenue
increases at Journal Broadcast Group and NorthStar Print Group (NorthStar) were
more than offset by decreases at Journal Sentinel Inc. (Journal Sentinel),
Norlight Telecommunications (Norlight), Add, Inc., and IPC Communication
Services (IPC). Revenue at PrimeNet Marketing Services (PrimeNet) was
approximately the same in the second quarter 2002 compared with the same period
last year.
Earnings from continuing operations before accounting change were $18.5 million
in the second quarter 2002 compared to $13.2 million in the same quarter last
year. If SFAS No. 142 had been adopted effective January 1, 2001, earnings from
continuing operations before accounting change would have been $14.4 million in
the second quarter 2001. The decisions made in 2001 to control costs, reduce the
Company's work force and shut down or transition certain operating business
units contributed to the increase in earnings in the second quarter 2002. In
addition, the Company reduced its litigation reserve by $4.1 million to reflect
the final settlement of the Newspaper Merger Class Action Suit.
Journal Sentinel
- ----------------
Revenue of Journal Sentinel of $49.5 million in the second quarter 2002
decreased $3.3 million or 6.4 % from $52.8 million in the second quarter last
year. The revenue categories are as follows:
Three periods ended
--------------------------------
June 16, 2002 June 17, 2001
------------- -------------
($ in millions)
Advertising:
Retail $ 17.3 $ 18.4
General 2.2 2.3
Classified 15.0 16.6
Other 3.8 3.5
------ ------
Total advertising 38.3 40.8
Circulation 10.6 11.2
Other 0.6 0.8
------ ------
Total revenue $ 49.5 $ 52.8
====== ======
The $2.5 million net decline in advertising revenue in the second quarter 2002
compared to the same quarter last year is primarily attributable to a $1.6
million decrease in classified advertising and a $1.1 million decrease in retail
advertising. Employment advertising is the single largest factor contributing to
the classified decrease. Employment classified advertising is $1.7 million or
20.0% behind the same period last year. Retail advertising, which includes both
preprints and ROP (run-of press advertisements that are published in all
editions of a particular day's newspaper), has slowed considerably as many
advertisers reduced their advertising due to economic uncertainty. Other
advertising revenue, consisting of revenue from direct marketing efforts,
JSOnline and event marketing, increased $0.3 million largely due to increased
direct mail advertising and classified JSOnline sales obtained by selling a
print classified ad to appear on the JSOnline website.
Circulation revenue decreased $0.6 million in the second quarter 2002 primarily
due to the decline in average net paid circulation for the daily and Sunday
newspapers of 7.4% and 3.5%, respectively. In January 2002 Journal Sentinel
eliminated home delivery of its newspapers in all but the twelve counties in
southeastern Wisconsin. This decision resulted in a decrease in net paid
circulation for the daily and Sunday newspaper of 5.2% and 3.9%, respectively.
Pretax earnings were $9.6 million in the second quarter of 2002 compared to $7.1
million in the same period last year. Earnings were positively impacted by the
$2.6 million decrease in total cost of newsprint and a $3.1 million reduction in
payroll and selling and administration expenses in the second quarter 2002
compared to the second quarter 2001. During 2001, Journal Sentinel used
voluntary and involuntary work force reduction programs to reduce its cost
structure.
12
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Journal Broadcast Group
- -----------------------
Revenue of Journal Broadcast Group was $34.9 million in the second quarter of
2002 compared to $32.8 million for the same period last year. Pretax earnings
were $7.6 million in the second quarter 2002 compared to $4.1 million in the
same period last year.
The breakdown of revenue and pretax earnings between the television operations
and the radio operations is as follows:
Three periods ended
--------------------------------
June 16, 2002 June 17, 2001
------------- -------------
($ in millions)
Revenue:
Television $ 16.8 $ 15.2
Radio 18.1 17.6
------ ------
Total $ 34.9 $ 32.8
====== ======
Earnings before income taxes:
Television $ 4.2 $ 3.2
Radio 3.4 0.9
------ ------
Total $ 7.6 $ 4.1
====== ======
Revenue from the television stations increased $1.6 million in the second
quarter 2002 compared to the same period last year. The major reasons for the
increased revenue were the addition of a television station in Boise, Idaho that
was acquired on December 31, 2001, which recorded second quarter revenue of $1.2
million and $1.2 million in revenue growth at the Milwaukee, Wisconsin, Palm
Springs, California and Lansing, Michigan television stations. The television
station in Las Vegas, Nevada recorded a $0.8 million revenue decline in the
second quarter of 2002 compared to the same period last year. Pretax earnings of
$4.2 million increased by $1.0 million from the same period last year. A
substantial portion of the pretax earnings growth is attributed to the increased
revenues and cost containment initiatives. In addition, pretax earnings were
positively impacted by the discontinuation of goodwill and broadcast license
amortization expense by $0.3 million.
Revenue from the radio operations was $18.1 million in the second quarter of
2002, an increase of $0.5 million from $17.6 million in the same period last
year due to strong programs and increased ratings in the Milwaukee; Knoxville,
Tennessee and Springfield, Missouri radio markets. Pretax earnings of $3.4
million in the second quarter of 2002 increased $2.5 million from $0.9 million
last year. Pretax earnings of the radio group were positively impacted by the
discontinuation of $1.4 million of goodwill and broadcast license amortization
expense in the second quarter of 2002. In addition, the combination of the $0.5
million increase in revenue and tight cost controls in all markets has also
favorably impacted earnings.
Norlight
- --------
Norlight had revenue of $34.2 million in the second quarter of 2002 compared to
$35.4 million in the same period last year. In addition, pretax earnings
decreased $2.0 million to $9.3 million in the second quarter 2002 compared to
the same period last year. The decline in revenue and pretax earnings is
attributed to the slowdown in the telecommunications industry leading to price
reductions for existing and renewal customer contracts, which has resulted in a
decrease in the profit margin on services provided. In addition, depreciation
expense increased $0.7 million in the second quarter 2002, resulting from the
completion of several capital investment initiatives in 2001.
WorldCom and Global Crossing, Norlight's top largest customers, accounted for
19.8% of Norlight's total revenue in the second quarter of 2002. Global Crossing
filed for Chapter 11 bankruptcy protection in January 2002 and WorldCom is
currently under investigation by the Securities and Exchange Commission and the
Justice Department. In addition, WorldCom filed for Chapter 11 bankruptcy
protection in July 2002. The loss of the ongoing business from either of these
two customers would have a significant adverse affect on the Company's results
of operations. It continues to be one of Norlight's strategic initiatives to
minimize its business concentration in these two customers by expanding its
commercial customer base and providing new product offerings to its existing
customers.
The Company had a $0.9 million receivable from WorldCom related to services
provided prior to its Chapter 11 filing (July 1, 2002 through July 20, 2002). In
the third quarter, the Company expects to record a reserve amount not to exceed
the pre-bankruptcy receivable from WorldCom. In addition, WorldCom's decision to
file under Chapter 11 for bankruptcy
13
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
protection and recent public statements by WorldCom executives lead the Company
to believe that WorldCom intends to continue to operate its core businesses and
will continue to need services of the type provided by Norlight.
Norlight diligently continues to closely monitor its customers' accounts. The
Company believes its risk of material bad debt exposure is minimized due to the
fact that customers are billed in advance of service being provided and most
customers are required to pay for service in advance.
IPC
- ---
In the second quarter 2002, IPC's revenue from continuing operations decreased
11.5% to $21.2 million from $24.0 million in the same period last year. A
slowdown in the publication printing business coupled with last year's decision
to consolidate its U.S. operations and eliminate customers that did not fit the
company's long term strategic business plans contributed to the revenue decline.
However, pretax earnings from continuing operations were $0.5 million compared
to a pretax loss of $1.9 million in the same period last year. Reduced
operational costs and improved profit margins on several customer accounts
contributed to the improved operating results.
IPC derives 38% of its revenues from its single largest customer, a large
computer hardware OEM (original equipment manufacturer). While the loss of this
customer would not have a material adverse effect on the Company, the loss would
have a material adverse effect on IPC's results of operations.
Add, Inc.
- ---------
Revenue of Add, Inc. from continuing operations was $24.2 million in the second
quarter 2002, a 5.1% decrease from $25.5 million in the same period last year.
The revenue decline is attributable to Add Inc.'s printing operations where
reduced printing volumes and a reduction in costs passed on to customers due to
newsprint price declines caused revenues to decrease $1.4 million in the second
quarter 2002 compared to the same period last year. Add, Inc. reported pretax
earnings from continuing operations of $1.2 million compared to $1.8 million in
the same period last year. The total cost of newsprint decreased $1.4 million in
the second quarter 2002 compared to the same period last year. In addition,
improved efficiencies in the printing operations were achieved through control
of newsprint waste, payroll costs and supplies expense. Also, in 2002, the
discontinuation of goodwill amortization had a $0.2 million favorable impact on
Add, Inc.'s pretax earnings from continuing operations. However, the impact on
pretax earnings from the decrease in revenues could not be overcome by these
positive impacts.
NorthStar
- ---------
NorthStar recorded revenue of $14.0 million compared to $12.7 million in 2001,
an increase of 10.0%. Pretax earnings were $0.8 million compared to a pretax
loss of $0.1 million in the same period last year. Softness in the flexographic
label market has been more than offset by increases in the gravure printing
operation. NorthStar continues to produce new products for its largest customer,
Miller Brewing Company (Miller). Miller accounts for about 54% of NorthStar's
revenue. The loss of this customer would materially affect NorthStar's results
of operations, but not have a material adverse affect on the results of
operations of the Company. NorthStar is currently in the second year of a
five-year contract with Miller. The Company does not believe the merger of
Miller into South African Breweries plc will have an adverse impact on the
existing five-year contract.
PrimeNet
- --------
At PrimeNet, second quarter revenue of $8.6 million was virtually equal to
revenue in the same period last year. Additionally, in the second quarter 2002,
PrimeNet recorded pretax earnings of $0.2 million compared to a pretax loss of
$0.1 million last year. New product offerings that resulted in higher sales and
profit margins and tight cost controls continue to help improve PrimeNet's
operating results in the second quarter 2002.
Non Operating Income and Taxes From Continuing Operations
- ---------------------------------------------------------
Interest income and dividends were $0.2 million in the second quarter 2002
compared to $0.4 million in 2001. In the second quarter 2002 and 2001, the
Company received dividends from preferred stock it owns in a company that it
sold in 1995. Interest expense was $0.2 million in the second quarter 2002
compared to zero in the same period last year. The Company paid interest on its
borrowing under its revolving credit agreement and on certain state income tax
audits.
14
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
The effective tax rate on continuing operations was 44.59% in the second quarter
2002 compared to 39.19% in the same period last year. In the second quarter
2002, the difference between the statutory federal tax rate and the effective
tax rate is primarily the result of the litigation settlement and an adjustment
to tax expense relating to the accounting change.
Discontinued Operations
- -----------------------
In January 2002, the Company announced the immediate closure of the Fox Cities
Newspapers (the Newspapers), located in and around Appleton, Wisconsin. The
Newspapers were part of the Add, Inc. reporting segment. The Newspapers included
six weekly papers, which were either acquired or launched in 1999. The Company
did not expect the Newspapers to become profitable in the foreseeable future.
On April 29, 2002, a resolution was approved by the Board of Directors for IPC
France to proceed to close IPC France through a liquidation process. This
resolution was approved after receiving consent of The Workers Committee on Book
IV. This document reviews the economic situation and the reasons for the
decision to shut down, as required under French law. The process of shutting
down IPC France began with the completion of Book III. Book III is a required
step in the process that defines such things as the notice period, severance
packages, training and outplacement assistance for those losing their jobs. The
Company currently expects IPC France to be closed by the end of 2002.
The operations of the Newspapers and IPC France have been reflected as
discontinued operations, and accordingly, prior period financials have been
restated to reflect this treatment.
Net revenues from discontinued operations were $1.3 million and $3.7 million in
the second quarter of 2002 and 2001, respectively. Net current and non-current
assets of discontinued operations were $0.7 million at June 16, 2002 and $3.3
million at December 31, 2001. The Company has recorded closure costs of $3.3
million in the second quarter of 2002 which are reported in the loss from
discontinued operations. The Company has recorded applicable income tax benefits
of $2.5 million mainly as a result of foreign tax attributes. The Company will
likely record additional closure costs for the IPC France facility in the third
and fourth quarters; however, the Company does not expect the additional closure
costs to be material to the Company's results of operations.
Six Accounting Periods Ended June 16, 2002 Compared to Six Accounting Periods
- -----------------------------------------------------------------------------
Ended June 17, 2001
- -------------------
Consolidated revenue from continuing operations for the six accounting periods
ended June 16, 2002 of $366.1 million was $6.9 million behind the same period
last year when revenue from continuing operations was $373.0 million. Revenue
increases at Journal Broadcast Group and PrimeNet were more than offset by
decreases at Journal Sentinel, Norlight, IPC, and Add Inc. Revenue at NorthStar
was flat compared to the same period last year.
Earnings from continuing operations before accounting change were $31.6 million
for the first two quarters of 2002 compared to $22.4 million in the same quarter
last year. If SFAS No. 142 had been adopted effective January 1, 2001, earnings
from continuing operations before accounting change would have been $24.9
million in the two quarters of 2001. The decisions made in 2001 to control
costs, reduce the Company's work force and shut down or transition certain
operating business units combined with lower newsprint costs contributed to the
increase in 2002 year-to-date earnings. In addition, the Company reduced its
litigation reserve by $4.1 million during the second quarter to reflect the
final settlement of the Newspaper Merger Class Action Suit.
15
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Journal Sentinel
- ----------------
Revenue of Journal Sentinel of $97.5 million in the first two quarters of 2002
decreased $7.1 million from $104.6 million in the same period last year. The
revenue categories are as follows:
Six periods ended
--------------------------------
June 16, 2002 June 17, 2001
------------- -------------
($ in millions)
Advertising
Retail $ 33.4 $ 33.7
General 4.6 5.0
Classified 28.8 34.4
Other 7.3 6.6
------ ------
Total advertising 74.1 79.7
Circulation 21.0 22.1
Other 2.4 2.8
------ ------
Total revenue $ 97.5 $104.6
====== ======
The $5.6 million decline in 2002 year-to-date advertising revenue compared to
the same period last year is primarily attributable to a $5.6 million decrease
in classified advertising. Employment advertising is the single largest factor
contributing to the decrease. Employment classified advertising is $5.2 million
behind the same period last year. Retail and general advertising decreased $0.7
million largely due to the reduction of in-paper advertising and a slowdown in
preprint advertising. Other advertising revenue, which consists of direct
marketing efforts, JSOnline and event marketing, increased $0.7 million largely
due to increased direct mail advertising and classified JSOnline sales obtained
by selling a print classified ad to appear on the JSOnline website.
Circulation revenue decreased $1.1 million year-to-date in 2002 primarily due to
the decline in average net paid circulation for the daily and Sunday newspapers
of 7.4% and 3.5%, respectively. In January 2002, Journal Sentinel eliminated
home delivery of its newspapers in all but the twelve counties in southeastern
Wisconsin. This decision resulted in a decrease in net paid circulation for the
daily and Sunday newspaper of 5.2% and 3.9%, respectively.
Pretax earnings were $15.2 million in the two quarters of 2002 compared to $13.9
million in the same period last year. The $4.2 million decrease in total cost of
newsprint and the $4.7 million reduction in payroll and selling and
administration expenses in 2002 compared to 2001 positively impacted earnings.
During 2001, Journal Sentinel used voluntary and involuntary work force
reduction programs to reduce its cost structure.
Journal Broadcast Group
- -----------------------
Revenue of Journal Broadcast Group was $65.6 million in 2002 compared to $59.8
million for the same period last year. Year-to-date pretax earnings were $12.3
million in 2002 compared to $4.1 million in the same period last year.
The breakdown of revenue and pretax earnings between the television operations
and the radio operations is as follows:
Six periods ended
--------------------------------
June 16, 2002 June 17, 2001
------------- -------------
($ in millions)
Revenue:
Television $ 32.6 $ 28.2
Radio 33.0 31.6
------ ------
Total $ 65.6 $ 59.8
====== ======
Earnings before income taxes:
Television $ 7.3 $ 3.9
Radio 5.0 0.2
------ ------
Total $ 12.3 $ 4.1
====== ======
16
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Revenue from the television stations increased $4.4 million in the first two
quarters of 2002 compared to the same period last year. The major reasons for
the increased revenue were $2.4 million of advertising sales generated during
the broadcast of the 2002 Winter Olympics, the addition of a television station
in Boise that was acquired on December 31, 2001, which recorded year-to-date
revenue of $2.1 million and improved performance of the Milwaukee, Palm Springs
and Lansing television stations. Pretax earnings of $7.3 million increased by
$3.4 million from the same period last year. A substantial portion of the pretax
earnings growth is attributed to the 2002 Olympics and increased revenues. In
addition, pretax earnings were helped by the discontinuation of goodwill and
broadcast license amortization expense by $0.5 million and cost containment
initiatives that were implemented in 2001.
Year-to-date revenue from the radio operations was $33.0 million in 2002, an
increase of $1.4 million from $31.6 million in the same period last year due to
strong programs and increased ratings in the Milwaukee; Knoxville; and
Springfield radio markets. Pretax earnings of $5.0 million in the two quarters
of 2002 increased $4.8 million from $0.2 million last year. Pretax earnings of
the radio group were positively impacted by the discontinuation of $2.7 million
of goodwill and broadcast license amortization expense year-to-date in 2002. In
addition, the combination of the $1.4 million increase in revenue along with
significant improvements in the Wichita, Kansas radio markets and tight cost
controls in all markets has also favorably impacted earnings.
Norlight
- --------
Norlight's year-to-date revenue decreased by 0.3% to $69.1 million in 2002
compared to $69.4 million in the same period last year. The slowdown in the
telecommunications industry has reversed the growth of revenue that Norlight has
experienced in the first quarter of 2002 and in the past few years. Pretax
earnings decreased $2.6 million to $19.6 million in the two quarters of 2002
compared to the same period last year. The decline in pretax earnings is
attributed to price reductions for existing and renewal customer contracts,
which has resulted in a decrease in the profit margin on services provided. In
addition, depreciation expense year-to-date increased $1.5 million in 2002,
resulting from the completion of several capital investment initiatives in 2001.
WorldCom and Global Crossing, Norlight's top two customers, account for 20.2% of
Norlight's total year-to-date revenue. Global Crossing filed for Chapter 11
bankruptcy protection in January 2002 and WorldCom is currently under
investigation by the Securities and Exchange Commission and the Justice
Department. In addition, WorldCom filed for Chapter 11 bankruptcy protection in
July 2002. The loss of the ongoing business from one of these two customers
would adversely affect the Company's results of operations. It continues to be
one of Norlight's strategic initiatives to minimize its business concentration
in these two customers by expanding its commercial customer base and providing
new product offerings to its existing customers.
The Company had a $0.9 million receivable from WorldCom related to services
provided prior to its Chapter 11 filing (July 1, 2002 through July 20, 2002). In
the third quarter, the Company expects to record a reserve amount not to exceed
the pre-bankruptcy receivable from WorldCom. In addition, WorldCom's decision to
file under Chapter 11 for bankruptcy protection and recent public statements by
WorldCom executives lead the Company to believe that WorldCom intends to
continue to operate its core businesses and will continue to need services of
the type provided by Norlight.
Norlight diligently continues to closely monitor its customers' accounts. The
Company believes its risk of material bad debt exposure is minimized due to the
fact that customers are billed in advance of service being provided and most
customers are required to pay for service in advance.
IPC
- ---
Year-to-date IPC's revenue from continuing operations decreased 6.9% to $46.3
million from $49.7 million in the same period last year. The slowdown in the
publication printing business coupled with last year's decision to consolidate
its U.S. operations and eliminate customers that did not fit IPC's long term
strategic business plans contributed to the revenue decline. However, pretax
earnings from continuing operations were $1.3 million compared to a pretax loss
of $2.0 million in the same period last year. Reduced operational costs and
improved profit margins on several customer accounts contributed to the improved
operating results.
IPC derives 38% of its revenues from its single largest customer, a large
computer hardware OEM (original equipment manufacturer). While the loss of this
customer would not have a material adverse effect on the Company, the loss would
have a material adverse effect on IPC's results of operations.
17
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Add, Inc.
- ---------
Revenue of Add, Inc. from continuing operations was $45.8 million in the two
quarters of 2002, a 5.6% decrease from $48.5 million in the same period last
year. Revenue from Add Inc.'s publication and printing operations declined $0.8
million and $1.9 million, respectively. Add, Inc. reported pretax earnings from
continuing operations of $0.9 million compared to $1.1 million in the same
period last year. In 2002, the discontinuation of goodwill amortization had a
$0.4 million favorable impact on Add, Inc.'s pretax loss from continuing
operations. In addition, the 2001 closings of certain publications in Florida
and Ohio that recorded operating losses in the first quarter 2001 had a positive
impact on the 2002 earnings comparison. Also, the total cost of newsprint
year-to-date decreased $2.5 million in 2002 compared to the same period last
year. In addition, improved efficiencies in the printing operations were
achieved through control of newsprint waste, payroll costs and supplies expense.
However, the impact on pretax earnings from the decrease in revenues could not
be overcome by these positive impacts.
NorthStar
- ---------
NorthStar recorded year-to-date revenue of $26.2 million compared to $26.1
million in 2001. Pretax earnings were $0.7 million compared to a pretax loss of
$1.5 million in the same period last year. The marginal increase in revenue and
the increase in pretax earnings in the two quarters of 2002 can be attributed to
the March 2001 sale of certain of the assets of NorthStar's display division in
Milwaukee, Wisconsin. In the first quarter 2001, these operations reported
revenue and a pretax loss of $2.9 million and $1.2 million, respectively.
NorthStar continues to produce new products for its largest customer, Miller
Brewing Company (Miller). Miller accounts for about 54% of NorthStar's
year-to-date revenue. The loss of this customer would materially affect
NorthStar's results of operations, but not have a material adverse affect on the
results of operations of the Company. NorthStar is currently in the second year
of a five-year contract with Miller. The Company does not believe the merger of
Miller into South African Breweries plc will have an adverse impact on the
existing five-year contract.
PrimeNet
- --------
At PrimeNet, year-to-date revenue of $17.2 million increased 1.3% from $17.0
million in the same period last year. Additionally, PrimeNet recorded pretax
earnings of $0.4 million compared to a pretax loss of $0.2 million last year.
New product offerings that resulted in higher sales and profit margins and tight
cost controls have helped to improve PrimeNet's operating results in the two
quarters of 2002.
Non Operating Income and Taxes From Continuing Operations
- ---------------------------------------------------------
Interest income and dividends were $0.8 million year-to-date in 2002 compared to
$0.9 million in 2001. In 2002, the Company received interest income from refunds
of state income taxes. In the same period last year, the Company received
interest income from the refund of federal income taxes. In 2002 and 2001, the
Company received dividends from preferred stock it owns in a company that it
sold in 1995. Interest expense was $0.3 million in two quarters of 2002 compared
to zero in the same period last year. The Company paid interest on its borrowing
under its revolving credit agreement and on certain state income tax audits.
The year-to-date effective tax rate on continuing operations was 43.24% in 2002
compared to 39.23% in the same period last year. The difference between the
statutory federal tax rate and the effective tax rate is primarily the result of
the litigation settlement.
Discontinued Operations
- -----------------------
Net revenues from the discontinued operations of Fox Cities Newspapers and IPC
France were $2.9 million and $6.5 million in the first two quarters of 2002 and
2001, respectively. Net current and non-current assets of discontinued
operations were $0.7 million at June 16, 2002 and $3.3 million at December 31,
2001. The Company has recorded closure costs of $3.7 million, which are reported
in the loss from discontinued operations. The Company has recorded applicable
income tax benefits of $5.2 million mainly as a result of foreign tax
attributes. The Company will likely record additional closure costs for the IPC
France facility in the third and fourth quarters; however, the Company does not
expect the additional closure costs to be material to the Company's results of
operations.
18
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Liquidity and Capital Resources
- -------------------------------
Cash provided by continuing operations was $51.5 million year-to-date in 2002
compared to $40.4 million in the same period 2001. The increase in cash provided
is mainly due to the increase in earnings from continuing operations.
Cash used for investing activities was $26.9 million year-to date in 2002
compared to $26.6 million during the same time period in 2001. The Company
continues to invest in the building of the new Journal Sentinel production
facility, upgrades to the Norlight fiber optic network and digital television
equipment at Journal Broadcast Group. In the first two quarters of 2001, the
Company had $4.7 million in proceeds from the sale of certain of the assets of
the Milwaukee operation of NorthStar.
Cash used for discontinued operations was $1.7 million and $0.1 million
year-to-date in 2002 and 2001, respectively.
Cash used for financing activities was $24.8 million year-to-date in 2002
compared with cash provided by financing activities of $3.3 million in the same
period last year. The Company increased its borrowing under its credit agreement
by $46.9 million. The increased borrowing was primarily used to purchase units
of beneficial interest (units) from employees and former employees of the
Company. Year-to-date in 2002, purchases of units were $93.2 million compared
with $45.3 million in the same period last year. Sales of units were $38.7
million and $69.3 million year-to-date in 2002 and 2001, respectively. The
Company paid cash dividends of $16.0 million and $19.4 million in the first two
quarters of 2002 and 2001, respectively.
The Company has a $120.0 million revolving credit agreement, which includes a
syndication of seven banks, to support its cash requirements. As of June 16,
2002, the Company had borrowings of $51.4 million under this credit agreement
and immediately available credit of $68.6 million. The Company believes that
current cash balances, expected cash flows from operations and borrowings under
the revolving credit agreement will be adequate for the foreseeable future to
provide for the Company's capital expenditures, cash dividends, purchases of
units as elected by the Company and working capital.
As of June 16, 2002, employees of the Company, former employees of the Company
and the Company owned units representing beneficial ownership of 90% of the
Company's stock with a total aggregate price per the Journal Employees' Stock
Trust Agreement (JESTA) option price formula of $971.2 million based on the
Period 6, 2002 unit price of $37.47. As of June 16, 2002, the Company believes
that employees and former employees had outstanding balances under demand notes
secured by pledges of units from various financial institutions totaling
approximately $447.0 million.
Eligible optionees under JESTA, including certain categories of designated
employees, the Grant family stockholders (as further described in the Company's
10-K) and the Company have the right to purchase units offered for sale. The
Company is not obligated to purchase units, though in recent years for the
convenience of JESTA unitholders it has elected to do so. There is no assurance
the Company will elect to buy units offered for sale in the future.
Forward-Looking Statements
- --------------------------
This interim report on Form 10-Q contains statements that the Company believes
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact, including statements regarding our future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. When used in
this interim report, words such as "may," "will," "intend," "anticipate,"
"believe", "likely" or "should" and similar expressions are generally intended
to identify forward-looking statements. These statements are not guarantees of
future performance and are subject to risks, uncertainties and other factors,
some of which are beyond the Company's control. These risks, uncertainties and
other factors could cause actual results to differ materially from those
expressed or implied by those forward-looking statements.
Among such risks, uncertainties and other factors are changes in advertising
demand, newsprint prices, fluctuations in interest rates, regulatory rulings,
the outcome of pending and future litigation, the availability of quality
broadcast programming at competitive prices, customers' financial position,
changes in network affiliation agreements, changes in regulations governing the
number of broadcast licenses that a person may control, quality and rating of
network over-the-air broadcast programs available to the Company's customers,
energy costs, effects of the rapidly changing nature of the telecommunications,
newspaper, and broadcast industries, other economic conditions and the
availability and effect of acquisitions, investments, and dispositions on the
Company's results of operations or financial condition. Readers are cautioned
not to place undue reliance on such forward-looking statements, which are as of
the date of this filing.
19
JOURNAL COMMUNICATIONS, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There are no material changes to the disclosures regarding interest rate risk
and foreign currency exchange risk made in the Company's annual report on Form
10-K for the year ended December 31, 2001.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Newspaper Merger Class Action Suit - On May 4, 1999, five former employees filed
a lawsuit in connection with the 1995 merger of the Milwaukee Journal and
Milwaukee Sentinel. This lawsuit was granted class action status to include
other unitholders who separated from the Company as part of the merger. The
plaintiffs alleged that an internal memorandum created a contract permitting
members of the plaintiff class to offer to sell units at any time over a period
of up to ten years, depending on their retirement status or years of unit
ownership.
On May 7, 2002, the parties reached an out-of-court settlement. On July 1, 2002,
the judge approved the settlement. The Company agreed to pay the plaintiffs $8.9
million in cash in settlement of all claims. The Company also agreed to allow
certain members of the plaintiff class to retain certain rights for a period of
time as to units of beneficial interest in the Company. Plaintiffs and their
counsel value these rights at approximately $0.6 million. The Company reduced
its litigation reserve by $4.1 million in the second quarter of 2002 to reflect
the settlement amount, net of insurance proceeds.
IPC Communications Services, Inc. vs. International Paper Company d/b/a XPEDX -
On June 18, 2002, IPC filed a lawsuit for collection of a $1.8 million debt owed
to IPC by International Paper Company, operating a division called XPEDX
(XPEDX). IPC provided services in connection with XPEDX's operations in Dublin,
Ireland and related US activities. The amounts owed IPC represent all unpaid
invoices that IPC has sent to XPEDX for services performed. The Company believes
the amount owed IPC from XPEDX is a valid receivable and should be paid in full
to IPC.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 4, 2002, the Company held its Annual Meeting of Stockholders (Annual
Meeting) for the purpose of electing fourteen directors.
Steven J. Smith and Douglas G. Kiel, as the designated proxies, voted the shares
of common stock of Journal Communications, Inc., as they were instructed by the
shareholders and unitholders of the Company and the Trustees of the Journal
Employees Stock Trust. 82% of all shares eligible to vote were represented at
the Annual Meeting in person or by Proxy. All nominees for Director were elected
by the affirmative vote of at least 97% of the shares voted.
The following nominees were elected to the Board of Directors for the 2002-2003
term:
Paul M. Bonaiuto James J. Ditter James L. Forbes
Cynthia L. Gault Douglas G. Kiel Mary Hill Leahy
David G. Meissner Ulice Payne, Jr. Roger D. Peirce
David D. Reszel Steven J. Smith Keith K. Spore
Mary Ellen Stanek Karen O. Trickle
ITEM 5. OTHER INFORMATION
None.
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JOURNAL COMMUNICATIONS, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
3.1 Articles of Association of the Company, as amended
3.2 By-Laws of the Company, as amended
10 Credit Agreement, dated May 31, 2002, among the Company and
certain of its subsidiaries parties thereto, the several
lenders parties thereto and U.S. Bank National Association,
as lead arranger and administrative agent
99.1 Written Statement of the Chief Executive Officer with
respect to compliance with Section 13(a) of the Securities
Exchange Act of 1934.
99.2 Written Statement of the Chief Financial Officer with
respect to compliance with Section 13(a) of the Securities
Exchange Act of 1934.
(b) Reports on Form 8-K
The Company did not file any Report on Form 8-K during the period covered
by this interim report.
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.
JOURNAL COMMUNICATIONS, INC.
Registrant
Date July 30, 2002 /s/ Steven J. Smith
-------------------------------- -------------------------------------
Steven J. Smith, Chairman and
Chief Executive Officer
Date July 30, 2002 /s/ Paul M. Bonaiuto
--------------------------------- -------------------------------------
Paul M. Bonaiuto, Executive Vice
President and Chief Financial Officer
21